##### 



Exhibit(a)(2) LETTER OF TRANSMITTAL
WITH RESPECT TO THE COMMON SHARES OF
MASONITE INTERNATIONAL CORPORATION This Letter of Transmittal is for use by holders (Shareholders) of common shares (the Common
Shares) of Masonite International Corporation (Masonite) in connection with the proposed
arrangement (the Arrangement) involving Masonite, Stile Acquisition Corp. and the Shareholders,
that is being submitted for approval at the special meeting of Shareholders to be held on February
18, 2005 (the Meeting). Shareholders are referred to the Notice of Special Meeting of
Shareholders of Masonite and Management Proxy Circular (the Circular) dated January 18, 2005 that
accompanies this Letter of Transmittal. Capitalized terms used but not defined in this Letter of
Transmittal that are defined in the Circular have the meaning set out in the Circular. COMPUTERSHARE INVESTOR SERVICES INC. (THE DEPOSITARY)
(SEE BELOW FOR ADDRESS AND TELEPHONE NUMBER)
OR YOUR BROKER OR OTHER FINANCIAL ADVISOR WILL
BE ABLE TO ASSIST YOU IN COMPLETING THIS LETTER OF TRANSMITTAL This Letter of Transmittal, properly completed and duly executed, together with all other required
documents, must accompany all certificates for Common Shares deposited for exchange pursuant to the
Arrangement. The Effective Date of the Arrangement is anticipated to be prior to the end of February 2005. On
the Effective Date, Shareholders (other than Dissenting Shareholders) will be entitled to receive
in exchange for each Common Share, other than Employee Rollover Shares, C$40.20 in cash. In order for Shareholders to receive the cash for their Common Shares, Shareholders are required to
deposit the certificates representing the Common Shares held by them with the Depositary. Please read carefully the Circular and the instructions set out below before completing this Letter
of Transmittal.  TO:
    MASONITE INTERNATIONAL CORPORATIONAND TO:
    STILE ACQUISITION CORP.AND TO:
    THE DEPOSITARY, at its office set out below. In connection with the Arrangement being considered for approval at the Meeting, the undersigned
hereby surrenders to you the enclosed certificate(s) for Common Shares, details of which are as
follows: (Please print or type.) Certificate Number(s)
    
    
    Name in which Registered
    
    
    Number of Common Shares
 The undersigned hereby transmits herewith the certificate(s) described above for cancellation
upon the Arrangement becoming effective. NOTE:    If the space provided above is insufficient, details may be listed on a separate schedule to
this Letter of Transmittal. It is understood that, upon receipt of this Letter of Transmittal and of the certificate(s)
representing the Common Shares deposited herewith and following the Effective Date of the
Arrangement, the Depositary will send to the undersigned the cash payment for the Common Shares or
hold such cheque for pick-up in accordance with the instructions set out below. The undersigned holder of Common Shares
represents and warrants that (i) the undersigned is the
owner of the Common Shares being deposited, (ii) such
shares are owned by the undersigned free and clear of all
mortgages, liens, charges, encumbrances, security interests and
adverse claims, (iii) the undersigned has full power and
authority to execute and deliver this Letter of Transmittal and
to deposit, sell, assign, transfer and deliver the Common
Shares, (iv) the Common Shares being deposited by the
undersigned have not been sold, assigned or transferred, nor has
any agreement been entered into to sell,




---



##### 



assign or transfer any such Common Shares to any
other person, (v) the surrender of the undersigneds
Common Shares complies with applicable laws, and
(vi) unless the undersigned shall have revoked this Letter
of Transmittal by notice in writing given to the Depositary by
no later than 5:00 p.m. (Toronto time) on the last Business
Day preceding the Meeting date, the undersigned will not, prior
to such time, transfer or permit to be transferred any of such
deposited Common Shares. These representations and warranties
shall survive the completion of the Arrangement.


Except with respect to the proxy deposited with
respect to the vote on the Arrangement Resolution in connection
with the Meeting, the undersigned revokes any and all authority,
other than as granted in this Letter of Transmittal, whether as
agent, attorney-in-fact, proxy or otherwise, previously
conferred or agreed to be conferred to the undersigned at any
time with respect to the Common Shares being deposited and no
subsequent authority, whether as agent, attorney-in-fact, proxy
or otherwise will be granted with respect to the deposited
Common Shares.

Each authority conferred or agreed to be
conferred by the undersigned in this Letter of Transmittal shall
survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder shall be binding upon
the heirs, personal representatives, successors and assigns of
the undersigned.

The undersigned instructs the Depositary to mail
the cheque representing payment for the Common Shares promptly
after the Effective Date, by first-class insured mail, postage
prepaid, to the undersigned, or to hold such cheque for pick-up,
in accordance with the instructions given below.

By reason of the use by the undersigned of an
English language form of Letter of Transmittal, the undersigned
shall be deemed to have required that any contract evidenced by
the Arrangement as entered into through this Letter of
Transmittal, as well as any documents related thereto, be drawn
exclusively in the English language. En raison de
lutilisation dune version anglaise de la
présente lettre denvoi, le soussigné, ce dernier
et les destinataires sont réputés avoir demandé
que tout contrat attesté par larrangement, telle
quil est accepté au moyen de cette lettre
denvoi, de même que tous les documents qui sy
rapportent, soient rédigés exclusivement en anglais.

If the Arrangement is not completed or proceeded
with, the enclosed certificate(s) and all other ancillary
documents will be returned forthwith to the undersigned at the
address set out below in Box C or, failing such address
being specified, to the undersigned at the last address of the
undersigned as it appears on the securities register of Masonite.

-2-



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##### 



BOX A PAYMENT AND
DELIVERY INSTRUCTIONS o ISSUE A CHEQUE in the name of the undersigned and SEND THE CHEQUE to the address of the
undersigned as it appears on the Masonite register of Shareholders or to the following address: (please print or type)
 BOX B PICK-UP INSTRUCTIONS o HOLD CHEQUE FOR PICK-UP AT THE OFFICE OF THE DEPOSITARY, 100 UNIVERSITY AVENUE, 9TH FLOOR,
TORONTO, ONTARIO.
    BOX C  DELIVERY INSTRUCTIONS
(in the event that the Arrangement is not completed) (See Instruction 8)  o
    Mail certificate(s) to (please fill in address for mailing):o
    Hold certificate(s) for pick-up at the office of the Depositary listed below.
 -3-




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##### 



Number
    BOX D Indicate whether you are a U.S. Shareholder or are acting on behalf of a U.S. Shareholder.  o
    The owner signing above represents that it is not a U.S. Shareholder and is not acting on
behalf of a U.S. Shareholder.o
    The owner signing above is a U.S. Shareholder or is acting on behalf of a U.S.
Shareholder. A U.S. Shareholder is any Shareholder that is either (A) providing an address in Box A that is
located within the United States or any territory or possession thereof or (B) a U.S. person for
United States federal income tax purposes. If you are a U.S. Shareholder or are acting on behalf of a U.S. Shareholder, then in order to avoid
backup withholding you must complete the Substitute Form W-9 included below or otherwise provide
certification that you are exempt from backup withholding, as provided in the instructions. If you
require a Form W-8, please contact the Depositary.
 -4-




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##### 



SUBSTITUTE FORM W-9
TO BE COMPLETED BY U.S. SHAREHOLDERS ONLYSUBSTITUTE
FORM W-9
Department of the
Treasury
Internal Revenue Service
Request for Taxpayer
Identification Number
and Certification
    
    
    Part 1 Please provide your name in the box at right.
Taxpayer Identification Number (TIN)  ENTER
YOUR TIN IN THE BOX AT RIGHT. (For most
individuals, this is your social security number.
If you do not have a TIN, see Obtaining a Number
in the Guidelines included in this form.) CERTIFY
BY SIGNING AND DATING BELOW.Note: If the account is in more than one
name, see the chart in the enclosed Guidelines to
determine which number to give the payer.
    
    
    Name
 Social Security Number(s)
(If awaiting TIN, write
Applied For)
OR
 Employer Identification
Number(s) (If awaiting TIN,
write Applied For)Part 2 For payees exempt from backup withholding, please write
exempt here (see Instructions):Part 3  Certification Under penalties of perjury, I certify that:(1)   The number shown on this form is my correct TIN (or I am waiting for a TIN to
be issued to me) and(2)   I am not subject to backup withholding because (a) I am exempt from backup
withholding, (b) I have not been notified by the Internal Revenue Service (IRS)
that I am subject to backup withholding as a result of a failure to report all
interest or dividends, or (c) the IRS has notified me that I am no longer
subject to backup withholding; and(3)   I am a U.S. person (including a U.S. resident alien).Certificate Instructions. You must cross out Item (2) above if you have been
notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest and dividends on your tax return.
The IRS does not require your consent to any provision of this document other than
the certifications required to avoid backup withholding.Signature of U.S. person ____________________________________________ Date ______________________ , 2005
 Note: Failure to furnish your correct TIN may result in a $50 penalty imposed by the Internal
Revenue Service and in backup withholding of 28% of the gross amount of consideration paid to you
pursuant to the Arrangement. For additional details, please review the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 that follow the
instructions accompanying this letter of Transmittal. You must complete the following certificate if you wrote Applied For in Part 1 of Substitute Form
W-9.  CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me,
and either (a) I have mailed or delivered an application to receive a taxpayer identification number to
the appropriate IRS Center or Social Security Administration Office or (b) I intend to mail or deliver
an application in the near future. I understand that if I do not provide a TIN by the time of payment,
28% of the gross proceeds of such payment made to me will be withheld. Signature _______________________________________________________
    
    Date
    
    ____________________________, 2005
 -5-




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##### 



INSTRUCTIONS



|   |                             
|-- | ----------------------------
|1. | Use of Letter of Transmittal



| |     |                                                                                                                                                                                                                                                                                                
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | It is recommended that this Letter of Transmittal
    (or manually signed facsimile thereof) together with
    accompanying certificate(s) representing Common Shares be
    received by the Depositary at the office specified below before
    5:00 p.m. (Toronto time) on February 17, 2005.



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | The method used to deliver this Letter of
    Transmittal and any accompanying certificates representing
    Common Shares is at the option and risk of the holder
    surrendering them, and delivery will be deemed effective only
    when such documents are actually received. Masonite recommends
    that the necessary documentation be hand delivered to the
    Depositary at the address specified below, and a receipt
    obtained therefor; otherwise the use of registered mail with
    return receipt requested, and with proper insurance obtained, is
    recommended. Shareholders whose Common Shares are registered in
    the name of a broker, investment dealer, bank, trust company or
    other nominee should contact that nominee for assistance in
    delivering those Common Shares.



|   |           
|-- | ----------
|2. | Signatures



| |                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | This Letter of Transmittal must be filled in,
    dated and signed by the holder of the Common Shares or by such
    holders duly authorized representative (in accordance with
    Instruction 4).



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | If this Letter of Transmittal is signed by the
    registered owner(s) of the accompanying certificate(s), such
    signature(s) on this Letter of Transmittal must correspond with
    the name(s) as registered or as written on the face of such
    certificate(s) without any change whatsoever, and the
    certificate(s) need not be endorsed. If such transmitted
    certificate(s) are owned of record by two or more joint owners,
    all such owners must sign this Letter of Transmittal.



| |     |                                                                                                                                                                                                                    
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | If this Letter of Transmittal is signed by a
    person other than the registered owner(s) of the accompanying
    certificate(s), or if a cheque is to be issued to a person other
    than the registered owners:



| |     |                                                                                                                                                                               
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) | such deposited certificate(s) must be endorsed or
    be accompanied by appropriate share transfer power(s) of
    attorney properly completed by the registered owner(s); and



| |      |                                                                                                                                                                                                                                                     
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) | the signature(s) on such endorsement or power(s)
    of attorney must correspond exactly to the name(s) of the
    registered owner(s) as registered or as appearing on the
    certificate(s) and must be guaranteed as noted in
    Instruction 3.



|   |                        
|-- | -----------------------
|3. | Guarantee of Signatures



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | If this Letter of Transmittal is signed by a
    person other than the registered owner(s) of the Common Shares
    or if payment is to be sent to a person other than the
    registered owner(s) of the Common Shares, such signature must be
    guaranteed by an Eligible Institution, or in some other manner
    satisfactory to the Depositary (except that no guarantee is
    required if the signature is that of an Eligible Institution).
|
| | An Eligible Institution means a
    Canadian Schedule I chartered bank, a major trust company
    in Canada, a member of the Securities Transfer Agents Medallion
    Program (STAMP), a member of the Stock Exchanges Medallion
    Program (SEMP) or a member of the New York Stock Exchange
    Inc. Medallion Signature Program (MSP).                                                                                                         



|   |                                                    
|-- | ---------------------------------------------------
|4. | Fiduciaries, Representatives and
    Authorizations



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Where this Letter of Transmittal is executed by a
    person as an executor, administrator, trustee or guardian, or on
    behalf of a corporation, partnership or association or is
    executed by any other person acting in a representative
    capacity, such person should so indicate when signing and, this
    Letter of Transmittal must be accompanied by satisfactory
    evidence of authority to act. Any of Masonite, Stile or the
    Depositary, at their discretion, may require additional evidence
    of authority or additional documentation.



|   |                                  
|-- | ---------------------------------
|5. | Payment and Delivery Instructions



| |                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In all cases, either Box A or
    Box B should be completed and
    Box C entitled Delivery
    Instructions should be completed. If those boxes are not
    completed, the cheque for the Common Shares or the
    certificate(s) in respect of the

-6-



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##### 



| |                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Common Shares (if the Arrangement is not
    completed) will be mailed to the depositing Shareholder at the
    address of the Shareholder as it appears on the securities
    register of Masonite.



|   |              
|-- | -------------
|6. | Miscellaneous



| |     |                                                                                                                                                                                                                                                             
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | If the space on this Letter of Transmittal is
    insufficient to list all certificates for Common Shares,
    additional certificate numbers and numbers of shares may be
    included on a separate signed list affixed to this Letter of
    Transmittal.
|
| | (b) | If Common Shares are registered in different
    forms (e.g. John Doe and J. Doe), a
    separate Letter of Transmittal should be signed for each
    different registration.                                                                           
|
| | (c) | No alternative, conditional or contingent
    deposits of Common Shares will be accepted.                                                                                                                                                                   
|
| | (d) | Additional copies of this Letter of Transmittal
    may be obtained from the Depositary at the office specified
    below.                                                                                                                                  
|
| | (e) | It is strongly recommended that prior to
    completing this Letter of Transmittal, the undersigned read the
    accompanying Circular.                                                                                                                     
|
| | (f) | Stile and Masonite reserve the right, if they so
    elect, in their absolute discretion, to instruct the Depositary
    to waive any defect or irregularity contained in any Letter of
    Transmittal received by them.                                   
|
| | (g) | This Letter of Transmittal will be construed in
    accordance with and governed by the laws of the Province of
    Ontario and the federal laws of Canada applicable therein.                                                                              



|   |                  
|-- | -----------------
|7. | Lost Certificates



| |                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | If a Common Share Certificate has been lost or
    destroyed, this Letter of Transmittal should be completed as
    fully as possible and forwarded, together with a letter
    describing the loss, to the Depositary. The Depositary and/or
    the registrar and transfer agent for the Common Shares will
    respond with the replacement requirements.



|   |                       
|-- | ----------------------
|8. | Return of Certificates



| |                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| | If the Arrangement does not proceed for any
    reason, any certificate(s) for Common Shares received by the
    Depositary will be returned to you forthwith.



|   |                                              
|-- | ---------------------------------------------
|9. | U.S. Shareholders and Substitute
    Form W-9



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | United States federal income tax law generally
    requires that a U.S. Shareholder who receives cash in
    exchange for Common Shares provide the Depositary with his
    correct Taxpayer Identification Number (TIN) or
    Employer Identification Number (EIN), which, in the
    case of a holder of Common Shares who is an individual, is
    generally the individuals social security number. If the
    Depositary is not provided with the correct TIN or EIN or an
    adequate basis for an exemption, as the case may be, such holder
    may be subject to penalties imposed by the Internal Revenue
    Service and backup withholding in an amount equal to 28% of the
    gross proceeds of any payment received hereunder. If withholding
    results in an overpayment of taxes, a refund may be obtained by
    the holder from the Internal Revenue Service.
|
| | To prevent backup withholding, each
    U.S. Shareholder must provide his correct TIN or EIN by
    completing the Substitute Form W-9 set out in this
    document, which requires such holder to certify under penalty of
    perjury: (1) that the TIN or EIN provided is correct (or
    that such holder is awaiting a TIN or EIN); (2) that
    (i) the holder is exempt from backup withholding;
    (ii) the holder has not been notified by the Internal
    Revenue Service that he is subject to backup withholding as a
    result of a failure to report all interest or dividends; or
    (iii) the Internal Revenue Service has notified the holder
    that he is no longer subject to backup withholding; and
    (3) that the holder is a U.S. person (including a
    U.S. resident alien).                                                                           
|
| | Exempt holders (including, among others, all
    corporations) are not subject to backup withholding
    requirements. To prevent possible erroneous backup withholding,
    an exempt holder must enter its correct TIN in Part 1 of
    Substitute Form W-9, write Exempt in
    Part 2 of such form, and sign and date the form. See the
    Guidelines for Certification of Taxpayer Identification
    Number on Substitute Form W-9 (the W-9
    Guidelines) that follow these instructions.                                                                                                                                                                                                                                                                                                                                                                                 

-7-



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##### 





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | If Common Shares are held in more than one name
    or are not in the name of the actual owner, consult the W-9
    Guidelines for information on which TIN to report.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | If a U.S. Shareholder does not have a TIN or
    EIN, such holder should: (i) consult the W-9 Guidelines for
    instructions on applying for a TIN or EIN; (ii) write
    Applied For in the space for the TIN in Part I
    of the Substitute Form W-9; and (iii) sign and date
    the Substitute Form W-9 and the Certificate of Awaiting
    Taxpayer Identification Number set out in this document. In such
    case, the Depositary may withhold 28% of the gross proceeds of
    any payment made to such holder prior to the time a properly
    certified TIN or EIN is provided to the Depositary, and if the
    Depositary is not provided with a TIN within sixty
    (60) days, such amounts will be paid over to the Internal
    Revenue Service.
|
| | If the Substitute Form W-9 is not applicable
    to a U.S. Shareholder because such holder is not a
    U.S. person for United States federal income tax purposes,
    such holder will instead need to submit an appropriate and
    properly completed IRS Form W-8 Certificate of Foreign
    status, signed under penalty of perjury. An appropriate IRS
    Form W-8 (W-8BEN, W-8EXP or other form) may be obtained
    from the Depositary.                                                                                                                                                                                                                                                                                                                    
|
| | A U.S. SHAREHOLDER WHO FAILS TO PROPERLY
    COMPLETE THE SUBSTITUTE FORM W-9 SET OUT IN THIS LETTER OF
    TRANSMITTAL OR, IF APPLICABLE, THE APPROPRIATE IRS FORM W-8 MAY
    BE SUBJECT TO BACKUP WITHHOLDING OF 28% OF THE GROSS PROCEEDS OF
    ANY PAYMENTS MADE TO SUCH HOLDER PURSUANT TO THE ARRANGEMENT.
    BACKUP WITHHOLDING IS NOT AN ADDITIONAL TAX. RATHER, THE TAX
    LIABILITY OF PERSONS SUBJECT TO BACKUP WITHHOLDING WILL BE
    REDUCED BY THE AMOUNT OF TAX WITHHELD. IF WITHHOLDING RESULTS IN
    AN OVERPAYMENT OF TAXES, A REFUND MAY BE OBTAINED BY FILING A
    TAX RETURN WITH THE IRS. THE DEPOSITARY CANNOT REFUND AMOUNTS
    WITHHELD BY REASON OF BACKUP WITHHOLDING.                                                            

-8-



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##### 



FOR U.S. SHAREHOLDERS ONLY GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 Guidelines for Determining the Proper Identification Number for the Payee (You) To Give the Payer Social security numbers have nine digits separated by two hyphens: i.e.,
000-00-0000. Employee identification numbers have nine digits separated by only one hyphen: i.e.,
00-0000000. The table below will help determine the number to give the payer. All Section
references are to the Internal Revenue Code of 1986, as amended. IRS is the Internal Revenue
Service. For This Type of Account:
    
    
    Give The Taxpayer Identification1.
    
    Individual
    
    
    The individual2.
    
    Two or more individuals (joint account)
    
    
    The actual owner of the account or, if
combined fund, the first individual on
the account(1)3.
    
    Custodian account of a minor (Uniform Gift to Minors Act)
    
    
    The minor(2)4.a.
    
    The usual revocable savings trust account (grantor is also
trustee)
    
    
    The grantor-trustee(1)b.
    
    So-called trust that is not a legal or valid trust under
state law
    
    
    The actual owner(1)5.
    
    Sole proprietorship
    
    
    The owner(3)6.
    
    A valid trust, estate, or pension trust
    
    
    The legal entity(4)7.
    
    Corporate
    
    
    The corporation8.
    
    Association, club, religious, charitable, educational, or other tax-exempt organization account
    
    
    The organization9.
    
    Partnership
    
    
    The partnership10.
    
    A broker or registered nominee
    
    
    The broker or nominee11.
    
    Account with the Department of Agriculture in the name of a
public entity (such as a state or local government, school
district, or prison) that receives agricultural program
payments
    
    
    The public entity
  (1)
    list first and circle the name of the person whose number you furnish. If only one person on
a joint account has a social security number, that persons number must be furnished.(2)
    Circle the minors name and furnish the minors social security number.(3)
    You must show your individual name, but you may also enter your business or doing business
as name. You may use either your social security number or your employer identification
number (if you have one).(4)
    List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish
the taxpayer identification number of the personal representative or trustee unless the legal
entity itself is not designated in the account title.)  NOTE:
    If no name is circled when there is more than one name, the number will be considered to be
that of the first name listed. OBTAINING A NUMBER If you dont have a taxpayer identification number or you dont know your number, obtain Form SS-5,
Application for a Social Security Card, at the local Social Administration office, or Form SS-4,
Application for Employer Identification Number, by calling 1 (800) TAX-FORM, and apply for a
number. PAYEES EXEMPT FROM BACKUP WITHHOLDING Payees specifically exempted from withholding include:  (i)
    An organization exempt from tax under Section 501(a), an individual retirement account (IRA),
or a custodial account under Section 403(b)(7), if the account satisfies the requirements of
Section 401(f)(2).(ii)
    The United States or a state thereof, the District of Columbia, a possession of the United
States, or a political subdivision or wholly-owned agency or instrumentality of any one or
more of the foregoing. -9-




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##### 





|      |                                                                                           
|----- | ------------------------------------------------------------------------------------------
|(iii) | An international organization or any agency or
    instrumentality thereof.               
|     
|(iv)  | A foreign government and any political
    subdivision, agency or instrumentality thereof.

Payees that may be exempt from backup withholding
include:



|       |                                                                                                                                                         
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------
|(i)    | A corporation.                                                                                                                                          
|      
|(ii)   | A financial institution.                                                                                                                                
|      
|(iii)  | A dealer in securities or commodities required to
    register in the United States, the District of Columbia, or a
    possession of the United States.
|      
|(iv)   | A real estate investment trust.                                                                                                                         
|      
|(v)    | A common trust fund operated by a bank under
    Section 584(a).                                                                                        
|      
|(vi)   | An entity registered at all times during the tax
    year under the Investment Company Act of 1940.                                                     
|      
|(vii)  | A middleman known in the investment community as
    a nominee or custodian.                                                                            
|      
|(viii) | A futures commission merchant registered with the
    Commodity Futures Trading Commission.                                                             
|      
|(ix)   | A foreign central bank of issue.                                                                                                                        
|      
|(x)    | A trust exempt from tax under Section 664 or
    described in Section 4947.                                                                             

Payments of dividends and patronage dividends
generally exempt from backup withholding include:



|      |                                                                                                                                                
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------
|(i)   | Payments to non-resident aliens subject to
    withholding under Section 1441.                                                                 
|     
|(ii)  | Payments to partnerships not engaged in a trade
    or business in the United States and that have at least one
    non-resident alien partner.
|     
|(iii) | Payments of patronage dividends not paid in money.                                                                                             
|     
|(iv)  | Payments made by certain foreign organizations.                                                                                                
|     
|(v)   | Section 404(k) payments made by an ESOP                                                                                                        

Payments of interest generally exempt from backup
withholding include:



|      |                                                                                                                                                                                                                                           
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(i)   | Payments of interest on obligations issued by
    individuals. Note: You may be subject to backup withholding if
    this interest is $600 or more and you have not provided your
    correct taxpayer identification number to the payer.
|     
|(ii)  | Payments of tax-exempt interest (including
    exempt-interest dividends under Section 852).                                                                                                                                              
|     
|(iii) | Payments described in Section 6049(b)(5) to
    non-resident aliens.                                                                                                                                                                      
|     
|(iv)  | Payments on tax-free covenant bonds under
    Section 1451.                                                                                                                                                                               
|     
|(v)   | Payments made by certain foreign organizations.                                                                                                                                                                                           
|     
|(vi)  | Mortgage interest paid to you.                                                                                                                                                                                                            

Certain payments, other than payments of
interest, dividends, and patronage dividends, that are exempt
from information reporting are also exempt from backup
withholding. For details, see the regulations under sections
6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N.

Exempt payees described above must file a
Substitute Form W-9 included in this Letter of Transmittal
to avoid possible erroneous backup withholding. FILE THIS FORM
WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER,
WRITE EXEMPT IN PART 2 OF THE FORM, SIGN AND
DATE THE FORM AND RETURN IT TO THE PAYER.

PRIVACY ACT
NOTICE- Section 6109
requires you to provide your correct taxpayer identification
number to payers, who must report the payments to the IRS. The
IRS uses the number for identification purposes and may also
provide this information to various government agencies for tax
enforcement or litigation purposes. Payers must be given the
numbers whether or not recipients are required to file tax
returns. Payers must generally withhold 28% of taxable interest,
dividend,

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and certain other payments to a payee who does
not furnish a taxpayer identification number to payer. Certain
penalties may also apply.


PENALTIES



|    |                                                                                                                                                                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Failure to Furnish Taxpayer Identification
    Number. If you fail to
    furnish your taxpayer identification number to a payer, you are
    subject to a penalty of $50 for each such failure unless your
    failure is due to reasonable cause and not to willful neglect.
|   
|(2) | Civil Penalty for False Information With
    Respect to Withholding. If
    you make a false statement with no reasonable basis that results
    in no backup withholding, you are subject to a $500 penalty.                                                                 
|   
|(3) | Criminal Penalty for Falsifying
    Information. Wilfully
    falsifying certifications or affirmations may subject you to
    criminal penalties including fines and/or imprisonment.                                                                                        

For additional information, consult your tax
consultant or the IRS.

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##### 



The Depositary is:

COMPUTERSHARE INVESTOR SERVICES INC.

By Registered Mail

P.O. Box 7021

31 Adelaide Street East


Toronto, Ontario


M5C 3H2


Attention: Corporate Actions

By Hand or by Courier

9th Floor

100 University Avenue


Toronto, Ontario


M5J 2Y1


Attention: Corporate Actions

Toll Free: 1-800-564-6253

E-mail: service@computershare.com


Any question and requests for assistance may
be directed by

Shareholders to the Depositary at the
telephone number


and locations set out above.