<PAGE>

                                  UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                  SCHEDULE 14A
                                 (RULE 14a-101)

                    INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION

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

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<Table>
<S>                                       <C>
[ ]  Preliminary Proxy Statement          [ ]  Confidential, for Use of the
                                               Commission Only (as permitted by
                                               Rule 14a-6(e)(2))
[X]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to Rule 14a-12
</Table>

                         LEXICON GENETICS, INCORPORATED
--------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
   (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

   [X]  No fee required.
   [ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

   (1)  Title of each class of securities to which transaction applies:

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

   (2)  Aggregate number of securities to which transaction applies:

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

   (3)  Per unit price or other underlying value of transaction computed
        pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
        filing fee is calculated and state how it was determined):

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

   (4)  Proposed maximum aggregate value of transaction:

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

   (5)  Total fee paid:

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

   [ ]  Fee paid previously with preliminary materials.
   [ ]  Check box if any part of the fee is offset as provided by Exchange Act
        Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
        paid previously. Identify the previous filing by registration statement
        number, or the Form or Schedule and the date of its filing.

   (1)  Amount Previously Paid:

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

   (2)  Form, Schedule or Registration Statement No.:

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

   (3)  Filing Party:

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

   (4)  Date Filed:

        -----------------------------------------------------------------------
<PAGE>
                                 [LEXICON LOGO]



                                  April 5, 2002



TO OUR STOCKHOLDERS:

         I am pleased to invite you to attend the 2002 annual meeting of
stockholders of Lexicon Genetics Incorporated to be held on Wednesday, May 8,
2002, at 1:30 p.m., local time at The Woodlands Resort and Conference Center,
2301 North Millbend Drive, The Woodlands, Texas. We have enclosed with this
letter:

               o    an official notice of the annual meeting;

               o    a proxy statement that describes the matters to be
                    considered and acted upon at the annual meeting; and

               o    a form of proxy that we are asking you to complete and
                    return to us, indicating your vote with respect to the
                    matters described in the proxy statement.

         Your vote is important, regardless of the number of shares that you
hold. Whether or not you plan to attend the annual meeting, I hope you will vote
as soon as possible by signing and returning the enclosed form of proxy in the
postage-paid envelope we have provided for that purpose.

         Thank you for your ongoing support of and continued interest in Lexicon
Genetics. We look forward to seeing you at the annual meeting.


                                   Sincerely,



                                   Arthur T. Sands, M.D., Ph.D.
                                   President and Chief Executive Officer



<PAGE>



                          LEXICON GENETICS INCORPORATED
                          8800 TECHNOLOGY FOREST PLACE
                           THE WOODLANDS, TEXAS 77381
                                 (281) 863-3000


                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                             TO BE HELD MAY 8, 2002


TO OUR STOCKHOLDERS:

         The annual meeting of stockholders of Lexicon Genetics Incorporated
will be held on Wednesday, May 8, 2002, at 1:30 p.m., local time, at The
Woodlands Resort and Conference Center, 2301 North Millbend Drive, The
Woodlands, Texas, to:

               o    elect three Class II directors;

               o    ratify and approve the appointment of Ernst & Young LLP as
                    our independent public accountants for the fiscal year
                    ending December 31, 2002; and

               o    act on any other business that properly comes before the
                    annual meeting.

         You are entitled to vote at the annual meeting only if you are the
record owner of shares of our common stock at the close of business on March 25,
2002.

         It is important that your shares be represented at the annual meeting
whether or not you plan to attend. PLEASE MARK, SIGN AND DATE THE ENCLOSED PROXY
AND RETURN IT IN THE ACCOMPANYING POSTPAID ENVELOPE AS PROMPTLY AS POSSIBLE. If
you are present at the annual meeting, and wish to do so, you may revoke the
proxy and vote in person.


                                     By order of the Board of Directors,



                                     Jeffrey L. Wade
                                     Secretary


The Woodlands, Texas
April 5, 2002



<PAGE>



                          LEXICON GENETICS INCORPORATED
                          8800 TECHNOLOGY FOREST PLACE
                           THE WOODLANDS, TEXAS 77381
                                 (281) 863-3000

                                   ----------

                                 PROXY STATEMENT
                                       FOR
                         ANNUAL MEETING OF STOCKHOLDERS

                             TO BE HELD MAY 8, 2002



                               GENERAL INFORMATION

PURPOSE OF THIS PROXY STATEMENT

         We have prepared this proxy statement to solicit proxies on behalf of
our Board of Directors for use at our 2002 annual meeting of stockholders and
any adjournment or postponement thereof. We are mailing this proxy statement and
the accompanying notice of annual meeting of stockholders and form of proxy to
our stockholders on or about April 5, 2002.

TIME AND PLACE OF ANNUAL MEETING

         The annual meeting will be held on Wednesday, May 8, 2002, at 1:30
p.m., local time, at The Woodlands Resort and Conference Center, 2301 North
Millbend Drive, The Woodlands, Texas.

MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING

         At the annual meeting, our stockholders will be asked to consider and
act upon the following matters:

               o    the election of three Class II directors; and

               o    a proposal to ratify and approve the appointment of Ernst &
                    Young LLP as our independent public accountants for the
                    fiscal year ending December 31, 2002.

         Our Board of Directors does not intend to bring any other matters
before the annual meeting and has not been informed that any other matters are
to be presented by others. Our bylaws contain several requirements that must be
satisfied in order for any of our stockholders to bring a proposal before one of
our annual meetings, including a requirement of delivering proper advance notice
to us. Stockholders are advised to review our bylaws if they intend to present a
proposal at any of our annual meetings.

RECORD DATE FOR DETERMINING ENTITLEMENT TO VOTE

         You are entitled to vote at the annual meeting if you were the record
owner of shares of our common stock as of the close of business on March 25,
2002, the record date for the annual meeting established by our Board of
Directors.


                                       1
<PAGE>


HOW TO VOTE YOUR SHARES

         You may vote in person at the annual meeting or by proxy. To ensure
that your shares are represented at the annual meeting, we recommend you vote by
proxy even if you plan to attend the annual meeting in person. Even if you vote
by proxy, if you wish, you can revoke your proxy and vote in person at the
annual meeting. If you want to vote at the annual meeting but your shares are
held by an intermediary, such as a broker or bank, you will need to obtain from
the intermediary either proof of your ownership of such shares as of March 25,
2002 or a proxy to vote your shares.

         You may receive more than one proxy depending on how you hold your
shares. If you hold your shares through someone else, such as a broker or a
bank, you may get materials from them asking you how you want your shares to be
voted at the annual meeting.

QUORUM

         We must have a quorum to conduct any business at the annual meeting.
This means that at least a majority of our outstanding shares eligible to vote
at the annual meeting must be represented at the annual meeting, either in
person or by proxy. Abstentions are counted for purposes of determining whether
a quorum is present. In addition, shares of our common stock held by
intermediaries that are voted for at least one matter at the annual meeting will
be counted as being present for purposes of determining a quorum for all
matters, even if the beneficial owner's discretion has been withheld for voting
on some or all other matters (commonly referred to as a "broker non-vote").

OUTSTANDING SHARES

         On the record date, we had 52,202,277 shares of our common stock
outstanding. If you were the record owner of shares of our common stock on the
record date, you will be entitled to one vote for each share of stock that you
own on each matter that is called to vote at the annual meeting.

VOTE NEEDED TO APPROVE PROPOSALS

         Our Class II directors will be elected by a plurality vote. As a
result, if a quorum is present at the annual meeting, the three persons
receiving the greatest number of votes will be elected to serve as our Class II
directors. Withholding authority to vote for a director nominee will not affect
the outcome of the election of directors.

         The ratification and approval of the appointment of Ernst & Young LLP
as our independent public accountants for the year ending December 31, 2002, and
any other business that may properly come before the annual meeting for a vote,
will require a majority of the votes cast with respect to such matter (unless a
greater vote is required by law or our charter or bylaws). On any such matter,
an abstention from voting will have the same effect as a vote against the
proposal. Broker non-votes do not count as votes for or against these proposals
and are not considered in calculating the number of votes necessary for
approval.

HOW YOUR PROXY WILL BE VOTED

         Giving us your proxy means that you are authorizing us to vote your
shares at the annual meeting in the manner you direct. You may vote for our
nominees for election as Class II directors or withhold your vote for any one or
more of those nominees. You may vote for or against the proposal to ratify and
approve the appointment of Ernst & Young LLP as our independent public
accountants for the year ending December 31, 2002, or abstain from voting on
that proposal.

         If you sign and return the enclosed proxy card and do not withhold
authority to vote for the election of our nominees for election as Class II
directors, all of your shares will be voted for the election of those nominees.
If you withhold authority to vote for one or more of our nominees for election
as Class II directors, none of your shares will be voted for those nominees.



                                       2
<PAGE>



         If any of our nominees for election as Class II directors become
unavailable for any reason before the election, we may reduce the number of
directors serving on our Board of Directors, or our Board of Directors may
designate substitute nominees as necessary. We have no reason to believe that
any of our nominees for election as Class II directors will be unavailable. If
our Board of Directors designates any substitute nominees, the persons named in
the enclosed proxy card will vote your shares for such substitute(s) if they are
instructed to do so by our Board of Directors or, in the absence of any such
instructions, in accordance with their own best judgment.

         If you sign and return the enclosed proxy but do not specify how you
want your shares voted, your shares will be voted in favor of our nominees for
election as Class II directors and in favor of the proposal to ratify and
approve the appointment of Ernst & Young LLP as our independent accountants for
the year ending December 31, 2002.

         If you sign and return the enclosed proxy and any additional business
properly comes before the annual meeting, the persons named in the enclosed
proxy will vote your shares on those matters as instructed by our Board of
Directors or, in the absence of any such instructions, in accordance with their
own best judgment. As of the date of this proxy statement, we are not aware of
any other matter to be raised at the annual meeting.

HOW TO REVOKE YOUR PROXY

         You may revoke your proxy at any time before your shares are voted by
providing our Corporate Secretary with either a new proxy with a later date or a
written notice of your desire to revoke your proxy at the following address:
Lexicon Genetics Incorporated, 8800 Technology Forest Place, The Woodlands,
Texas 77381, Attention: Corporate Secretary. You may also revoke your proxy at
any time prior to your shares having been voted by attending the annual meeting
in person and notifying the inspector of election of your desire to revoke your
proxy. Your proxy will not automatically be revoked merely because you attend
the annual meeting.

INSPECTOR OF ELECTION

         Mellon Investor Services L.L.C., our transfer agent and registrar, will
count votes and provide a representative who will serve as an inspector of
election for the annual meeting.

LIST OF STOCKHOLDERS ENTITLED TO VOTE

         A list of our stockholders entitled to vote at the annual meeting will
be available for inspection at the annual meeting. The stockholder list will
also be available for inspection for ten days prior to the annual meeting at our
corporate offices located at 8800 Technology Forest Place, The Woodlands, Texas.
Any inspection of this list at our offices will need to be conducted during
ordinary business hours. If you wish to conduct an inspection of the stockholder
list, we request that you please contact our Corporate Secretary before coming
to our offices.

SOLICITATION OF PROXIES AND EXPENSES

         We are asking for your proxy on behalf of our Board of Directors. We
will bear the entire cost of preparing, printing and soliciting proxies. We will
send proxy solicitation materials to all of our stockholders of record as of the
record date and to all intermediaries, such as brokers and banks, that held any
of our shares on that date on behalf of others. These intermediaries will then
forward solicitation materials to the beneficial owners of our shares, and we
will reimburse them for their reasonable out-of-pocket expenses for forwarding
such materials. Our directors, officers and employees may solicit proxies by
mail, in person or by telephone or other electronic communication. Our
directors, officers and employees will not receive additional compensation for
their solicitation efforts, but they will be reimbursed for any out-of-pocket
expenses they incur.



                                       3
<PAGE>



HOUSEHOLDING OF ANNUAL DISCLOSURE DOCUMENTS

         The Securities and Exchange Commission recently approved a new rule
concerning the delivery of annual disclosure documents. The rule allows us to
send a single set of our annual report and proxy statement to any household at
which two or more stockholders reside if we believe the stockholders are members
of the same family. This rule benefits both you and us by reducing the volume of
duplicate information received at your household and helping to reduce our
expenses. The rule applies to our annual reports, proxy statements and
information statements. Each stockholder will continue to receive a separate
proxy card or voting instruction card.

         If your household received a single set of disclosure documents for
this year, but you would prefer to receive your own copy, please contact our
transfer agent, Mellon Investor Services L.L.C., by calling their toll-free
number, (800) 635-9270. If you would like to receive your own set of our annual
disclosure documents in future years, follow the instructions described below.
Similarly, if you share an address with another stockholder and together both of
you would like to receive only a single set of our annual disclosure documents,
follow these instructions:

               o    If your shares are registered in your own name, please
                    contact our transfer agent, Mellon Investor Services, and
                    inform them of your request by calling them at (800)
                    635-9270 or writing them at 85 Challenger Road, Ridgefield
                    Park, New Jersey 07660.

               o    If a broker or other nominee holds your shares, please
                    contact ADP and inform them of your request by calling them
                    at (888) 603-5847 or writing them at Householding
                    Department, 51 Mercedes Way, Edgewood, New York 11717. Be
                    sure to include your name, the name of your brokerage firm
                    and your account number.


          STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table presents information regarding the beneficial
ownership of our common stock as of March 25, 2002 by:

               o    each of the individuals listed in "Executive Compensation -
                    Summary Compensation Table";

               o    each of our directors;

               o    each person, or group of affiliated persons, who is known by
                    us to own beneficially five percent or more of our common
                    stock; and

               o    all current directors and executive officers as a group.

         Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission computing the number of shares beneficially
owned by a person and the percentage ownership of that person. Shares of common
stock under options held by that person that are currently exercisable or
exercisable within 60 days of March 25, 2002 are considered outstanding. These
shares, however, are not considered outstanding when computing the percentage
ownership of each other person.

         Except as indicated in the footnotes to this table and pursuant to
state community property laws, each stockholder named in the table has sole
voting and investment power for the shares shown as beneficially owned by them.
Percentage of ownership is based on 52,202,277 shares of common stock
outstanding on March 25, 2002. Unless otherwise indicated in the footnotes, the
address of each of the individuals named below is: c/o Lexicon Genetics
Incorporated, 8800 Technology Forest Place, The Woodlands, Texas 77381.


                                       4
<PAGE>



<Table>
<Caption>
                                                                        BENEFICIAL OWNERSHIP
                                                     ---------------------------------------------------------------
                                                                            SHARES ISSUABLE
                                                                          PURSUANT TO OPTIONS
                                                    NUMBER OF SHARES      EXERCISABLE WITHIN
                                                     BENEFICIALLY            60 DAYS OF                 PERCENTAGE
                                                         OWNED              MARCH 25, 2002              OWNERSHIP
                                                     ---------------       ---------------           ---------------
<S>                                                  <C>                   <C>                       <C>
Gordon A. Cain (1) ...............................        12,991,000                 6,000                      24.9%
Baylor College of Medicine (2) ...................         4,625,600                    --                       8.9%
Arthur T. Sands, M.D., Ph.D. (3) .................         1,032,300             2,192,877                       5.9%
Royce & Associates, Inc. (4) .....................         2,721,500                    --                       5.2%
Julia P. Gregory (5) .............................            82,047               264,932                         *
Jeffrey L. Wade, J.D .............................             3,000               413,821                         *
James R. Piggott, Ph.D ...........................             1,000               218,621                         *
Brian P. Zambrowicz, Ph.D ........................                --               771,712                       1.5%
C. Thomas Caskey, M.D (6) ........................           450,700                90,623                       1.0%
Sam L. Barker, Ph.D ..............................             3,000                19,000                         *
Patricia M. Cloherty .............................                --                14,000                         *
Robert J. Lefkowitz, M.D .........................                --                 7,000                         *
William A. McMinn ................................         1,059,091                 6,000                       2.0%
 All directors and executive officers
as a group (20 persons) (1)(3)(5)(6) .............        15,658,039             4,818,726                      35.9%
</Table>

----------

*    Represents beneficial ownership of less than 1 percent.

(1)  The number of shares beneficially owned by Mr. Cain includes 2,000,000
     shares owned by The Gordon and Mary Cain Foundation, of which Mr. Cain is a
     trustee. Mr. Cain disclaims beneficial ownership of these shares.

(2)  The address for Baylor College of Medicine is c/o BCM Technologies, Inc.,
     1709 Dryden Road, Suite 901, Medical Towers Building, Houston, Texas 77030.
     The number of shares beneficially owned includes 271,280 shares owned by
     BCM Technologies, Inc.

(3)  The number of shares beneficially owned by Dr. Sands includes 60,000 shares
     held in the name of minor children and 817,500 shares owned by Sands
     Associates LP. The general partners of Sands Associates LP are ATS
     Associates, L.L.C., owned by Dr. Sands, and MES Associates, L.L.C., owned
     by Dr. Sands' wife.

(4)  Based upon a Schedule 13G filed on February 11, 2002, reflecting the
     beneficial ownership of our common stock by Royce & Associates, Inc. The
     address for Royce & Associates, Inc. is 1414 Avenue of the Americas, New
     York, New York 10019.

(5)  The number of shares beneficially owned by Ms. Gregory includes 6,647
     shares held in the name of minor children and trusts for their benefit of
     which she serves as a trustee.

(6)  The number of shares beneficially owned by Dr. Caskey includes 449,900
     shares owned by Cogene Biotech Ventures, L.P., of which Dr. Caskey is
     President and Chief Executive Officer. Dr. Caskey disclaims beneficial
     ownership of these shares.


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Exchange Act requires our directors and officers,
and persons who own more than 10% of our common stock, to file initial reports
of ownership and reports of changes in ownership of our common stock with the
Securities and Exchange Commission. Directors, officers and greater than 10%
stockholders are required by Securities and Exchange Commission regulations to
furnish us with copies of all such forms that they file.

         To our knowledge, based solely on our review of the copies of such
reports received by us and on written representations by certain reporting
persons that no reports on Form 5 were required, we believe that during the
fiscal year ended December 31, 2001, all Section 16(a) filing requirements
applicable to our officers, directors and 10% stockholders were complied with in
a timely manner.


                                       5
<PAGE>


                      EQUITY COMPENSATION PLAN INFORMATION

         The following table presents aggregate summary information as of
December 31, 2001 regarding the common stock that may be issued upon exercise of
options, warrants and rights under all of our existing equity compensation
plans, including our 2000 Equity Incentive Plan, 2000 Non-Employee Directors'
Stock Option Plan and Coelacanth Corporation 1999 Stock Option Plan.

<Table>
<Caption>
                                             (a)                     (b)                         (c)
                                                                  WEIGHTED
                                                                   AVERAGE
                                                               EXERCISE PRICE            NUMBER OF SECURITIES
                                    NUMBER OF SECURITIES        PER SHARE OF           REMAINING AVAILABLE FOR
                                      TO BE ISSUED UPON          OUTSTANDING         FUTURE ISSUANCE UNDER EQUITY
                                         EXERCISE OF              OPTIONS,          COMPENSATION PLANS (EXCLUDING
                                    OUTSTANDING OPTIONS,        WARRANTS AND           SECURITIES REFLECTED IN
        PLAN CATEGORY                WARRANTS AND RIGHTS           RIGHTS                    COLUMN (a))
-------------------------------    ------------------------    ----------------     -------------------------------
<S>                                <C>                         <C>                  <C>
Equity compensation plans
  approved by security
  holders (1) .............                   9,980,837            $6.0761                     3,733,534 (3)(4)(5)

Equity compensation plans not
  approved by security
  holders (2) .............                     121,828             2.6984                            --
                                       ----------------             ------          --------------------
Total......................                  10,102,665             6.0354                     3,733,534
</Table>


(1)  Consists of shares of our common stock issued or remaining available for
     issuance under our 2000 Equity Incentive Plan and 2000 Non-Employee
     Directors' Stock Option Plan.

(2)  Consists of shares of our common stock issuable upon the exercise of
     options granted under our Coelacanth Corporation 1999 Stock Option Plan,
     which we assumed in connection with our July 2001 acquisition of Coelacanth
     Corporation.

(3)  Includes 3,187,534 shares available for future issuance under our 2000
     Equity Incentive Plan, some or all of which may be awarded as stock
     bonuses.

(4)  Our 2000 Equity Incentive Plan provides that on each January 1, the number
     of shares available for issuance under the plan will be automatically
     increased by the greater of (i) five percent of our outstanding shares on a
     fully-diluted basis or (ii) the number of shares that could be issued under
     awards granted under the plan during the prior year. Our Board of Directors
     may provide for a lesser increase in the number of shares available for
     issuance under the plan.

(5)  Our 2000 Non-Employee Directors' Stock Option Plan provides that on the
     date of each annual meeting of stockholders, the number of shares available
     for issuance under the plan will be automatically increased by the greater
     of (i) 0.3% of our outstanding shares on a fully-diluted basis or (ii) the
     number of shares that could be issued under options granted under the plan
     during the prior year. Our Board of Directors may provide for a lesser
     increase in the number of shares available for issuance under the plan.

COELACANTH CORPORATION 1999 STOCK OPTION PLAN

         We assumed the Coelacanth Corporation 1999 Stock Option Plan and the
outstanding stock options under the plan in connection with our July 2001
acquisition of Coelacanth Corporation. We will not grant any further options
under the plan. As outstanding options under the plan expire or terminate, the
number of shares authorized for issuance under the plan will be correspondingly
reduced.

         The purpose of the plan was to provide an opportunity for employees,
directors and consultants of Coelacanth to acquire a proprietary interest, or
otherwise increase their proprietary interest, in Coelacanth as an incentive to
continue their employment or service. Both incentive and nonstatutory options
are outstanding under the plan. Most outstanding options vest over time and
expire ten years from the date of grant. The exercise price of options awarded
under the plan was determined by the plan administrator at the time of grant. In
general, incentive stock options have an exercise price of 100% or more of the
fair market value of Coelacanth common stock on the date of grant and
nonstatutory stock options have an exercise price as low as 85% of fair market
value on the date of grant.



                                       6
<PAGE>



                               PROPOSAL NUMBER 1:
                              ELECTION OF DIRECTORS

         Our Board of Directors, which currently has seven members, is divided
or "classified" into three classes. Directors in each class are elected to hold
office for a term ending on the date of the third annual meeting following the
annual meeting at which they were elected. The current term of our Class II
directors will expire at this annual meeting. The current terms of our Class III
directors and Class I director will expire at our 2003 and 2004 annual meetings
of stockholders, respectively.

         The Board of Directors has nominated and urges you to vote for the
election of the individuals identified below, who have been nominated to serve
as Class II directors until the 2005 annual meeting of stockholders or until
their successors are duly elected and qualified. Each of these individuals is a
member of our present Board of Directors. Your signed proxy will be voted for
the nominees named below unless you specifically indicate on the proxy that you
are withholding your vote.

NOMINEES FOR CLASS II DIRECTORS

         The following individuals are nominated for election as Class II
directors:

<Table>
<Caption>
                                                                                                   YEAR FIRST
NAME                                      AGE       POSITION WITH THE COMPANY                   BECAME A DIRECTOR
----                                      ---       -------------------------                   -----------------
<S>                                       <C>       <C>                                         <C>
Sam L. Barker, Ph.D.                       59       Director (Class II)                               2000
Gordon A. Cain                             89       Director (Class II)                               1995
Patricia M. Cloherty                       59       Director (Class II)                               1998
</Table>

         Sam L. Barker, Ph.D. has been a director since March 2000. Since March
2001, Dr. Barker has served as a founder and principal of Clearview Projects,
Inc., a company engaged in providing partnering and transaction services to
biotechnology companies. Dr. Barker served in a series of senior domestic and
international management positions at Bristol-Myers Squibb until his retirement
in 1998. His positions at Bristol-Myers Squibb included service as Executive
Vice President, Worldwide Franchise Management and Strategy during 1998,
President, U.S. Pharmaceutical Group from 1995 to 1997 and President, U.S.
Pharmaceuticals from 1992 to 1995. Dr. Barker received his B.S. from Henderson
State College, his M.S. from the University of Arkansas and his Ph.D. from
Purdue University.

         Gordon A. Cain has been a director since September 1995 and served as
Chairman of our Board of Directors from September 1995 until July 1999. Mr. Cain
also serves as Chairman of the Board of Agennix Inc., another biotechnology
company in which he is a principal investor. From August 1982 until his
retirement in December 1992, he was Chairman of the Board of The Sterling Group,
Inc. Mr. Cain was the Chairman of the Board of Sterling Chemicals, Inc. from
1986 until it was sold in August 1996 and was a member of the board of directors
of Arcadian Corporation from May 1989 until it was sold in April 1997. Prior to
organizing The Sterling Group, Mr. Cain was involved in the purchase of a
variety of businesses and provided consulting services to these and other
companies. Mr. Cain was also Chairman of the Board of Cain Chemical Inc. from
its organization in March 1987 until its acquisition by Occidental Petroleum
Corporation in May 1988 and the Chairman of the Board of Vista Chemical Company
from 1984 until 1986. Mr. Cain presently serves as a director of Texas
Petrochemicals Corporation. He received a B.S. in Chemical Engineering from
Louisiana State University.

         Patricia M. Cloherty has been a director since May 1998. Ms. Cloherty
has served as Chairman of the U.S. Russia Investment Fund, established by the
United States government to invest in Russian companies, since she was appointed
by the President to that position in 1998. From 1973 through 1999, she was
General Partner of Patricof & Co. Ventures, Inc., an international venture
capital company, and successively served as Senior Vice President, President and
Co-Chairman of that company. Ms. Cloherty served as deputy administrator of the
U.S. Small Business Administration from 1977 to 1978 and has served as Director
of the U.S. Russia Investment Fund since 1995. She is past president and
chairman of the National Venture Capital Association. Ms. Cloherty serves as a
director of Diversa Corporation and several private companies and
philanthropies. She holds a B.A. from the San Francisco College for Women and an
M.A. and an M.I.A. from Columbia University.



                                       7
<PAGE>



         THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
FOREGOING NOMINEES FOR ELECTION AS CLASS II DIRECTORS.

CURRENT AND CONTINUING DIRECTORS

         The current directors of the Company are identified below:

<Table>
<Caption>
         NAME                                         AGE     POSITION WITH THE COMPANY
         ----                                         ---     -------------------------
<S>                                                   <C>     <C>
         Arthur T. Sands, M.D., Ph.D. ............     40     President and Chief Executive Officer and Director (Class III)
         C. Thomas Caskey, M.D. ..................     63     Chairman of the Board of Directors (Class III)
         Sam L. Barker, Ph.D. (1) (2).............     59     Director (Class II)
         Gordon A. Cain ..........................     89     Director (Class II)
         Patricia M. Cloherty (1) (2).............     59     Director (Class II)
         Robert J. Lefkowitz, M.D. ...............     58     Director (Class I)
         William A. McMinn (1)....................     71     Director (Class III)
</Table>

----------

(1)  Member of the Audit Committee.

(2)  Member of the Compensation Committee.

         Information regarding the business experience of Dr. Barker, Mr. Cain
and Ms. Cloherty are set forth above under the heading "--Nominees for Class II
Directors."

         Arthur T. Sands, M.D., Ph.D. co-founded our company and has been our
President and Chief Executive Officer and a director since September 1995. From
1992 to September 1995, Dr. Sands served as an American Cancer Society
postdoctoral fellow in the Department of Human and Molecular Genetics at Baylor
College of Medicine, where he studied the function of the p53 gene in cancer
formation and created the XPC knockout mouse, a model for skin cancer. He
received his B.A. in Economics and Political Science from Yale University and
his M.D. and Ph.D. from Baylor College of Medicine.

         C. Thomas Caskey, M.D. became Chairman of our Board of Directors in
April 2000. Dr. Caskey has been President and Chief Executive Officer of CoGene
Biotech Ventures, Ltd., a venture capital firm, since April 2000. He served as
Senior Vice President, Research at Merck Research Laboratories from 1995 to
March 2000 and as President of the Merck Genome Research Institute from 1996 to
March 2000. Before joining Merck, Dr. Caskey served 25 years at Baylor College
of Medicine in a series of senior positions, including Chairman, Department of
Human and Molecular Genetics and Director, Human Genome Center. He is a member
of the National Academy of Sciences. Dr. Caskey serves as a director of Luminex
Corporation and several private companies. He received his B.A. from the
University of South Carolina and his M.D. from Duke University Medical School.

         Robert J. Lefkowitz, M.D. has been a director since February 2001. Dr.
Lefkowitz is the James B. Duke Professor of Medicine, Professor of Biochemistry
and a Howard Hughes Medical Institute investigator at Duke University Medical
Center, where he has served on the faculty since 1973. He is a member of the
National Academy of Sciences. Dr. Lefkowitz received his B.A. from Columbia
University and his M.D. from Columbia University College of Physicians and
Surgeons.

         William A. McMinn has been a director since September 1997 and was the
Chairman of our Board of Directors from July 1999 until April 2000. Mr. McMinn
has served as Chairman of the Board of Texas Petrochemicals Corporation since
1996. He was Corporate Vice President and Manager of the Industrial Chemical
Group of FMC Corporation, a manufacturer of machinery and chemical products,
from 1973 through 1985. He became President and Chief Executive Officer of Cain
Chemical Inc. in 1987, and served in that capacity until its acquisition by
Occidental Petroleum in May 1988. He became Chairman of the board of directors
of Arcadian



                                       8
<PAGE>



Corporation in August 1990 and served in that capacity until it was sold in
April 1997. Mr. McMinn received his B.S. from Vanderbilt University.

BOARD COMMITTEES

         Audit Committee. Our audit committee reviews our internal accounting
procedures and consults with, and reviews the services provided by, our
independent public accountants. Current members of our audit committee are
William A. McMinn, Sam L. Barker, Ph.D. and Patricia M. Cloherty.

         Compensation Committee. Our compensation committee evaluates the
performance of management, determines the compensation of our executive officers
and reviews general policy relating to compensation and benefits of our
employees. The compensation committee also administers the issuance of stock
options and other awards under our 2000 Equity Incentive Plan. Current members
of the compensation committee are Sam L. Barker, Ph.D. and Patricia M. Cloherty.

BOARD AND COMMITTEE MEETINGS IN 2001

         The Board of Directors met six times in 2001 and took certain
additional actions by unanimous written consent in lieu of meetings. The audit
committee and compensation committee each met four times in 2001. During 2001,
none of our directors attended fewer than 75 percent of the meetings of the
Board of Directors or committee during the period served.

DIRECTOR COMPENSATION

         Each non-employee director currently receives a fee of $2,000 for each
meeting of the Board of Directors that he or she attends in person, and $500 for
each committee meeting (other than a committee meeting held at the same time as
a meeting of the full Board of Directors) or telephonic meeting of the Board of
Directors in which he or she participates. Directors who are also employees,
currently Arthur T. Sands, M.D., Ph.D. and C. Thomas Caskey, M.D., do not
receive additional compensation for their service as directors. All directors
are reimbursed for expenses in connection with attendance at board of directors
and committee meetings.

         Dr. Caskey receives a salary of $150,000 per year for his service as an
employee and Chairman of our Board of Directors. In January 2001, Dr. Caskey and
Patricia M. Cloherty received options under our 2000 Equity Incentive Plan to
purchase 50,000 and 30,000 shares, respectively, of common stock at an exercise
price of $12.375 per share, the fair market value of our common stock on the
date of grant as determined by our Board of Directors.

         Our 2000 Non-employee Directors' Stock Option Plan provides for the
automatic grant of options to purchase shares of common stock to our directors
who are not employees. Non-employee directors first elected after the closing of
our initial public offering receive an initial option to purchase 30,000 shares
of common stock. In addition, all non-employee directors receive an annual
option to purchase 6,000 shares of common stock. All options granted under the
non-employee directors' plan will have an exercise price equal to the fair
market value of our common stock on the date of grant.

         An initial option to purchase 30,000 shares of common stock at an
exercise price of $9.25 per share, the fair market value of our common stock on
the date of grant as determined in accordance with the terms of the plan, was
granted to Dr. Lefkowitz in March 2001 under the non-employee directors' plan in
connection with his election as a director. Options to purchase 6,000 shares of
common stock at an exercise price of $8.20 per share, the fair market value of
our common stock on the date of grant as determined in accordance with the terms
of the plan, were granted to each of Dr. Barker, Mr. Cain, Ms. Cloherty, and Mr.
McMinn in April 2001 under the non-employee directors' plan at the time of our
2001 annual meeting of stockholders.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         During 2001, Patricia M. Cloherty and Sam L. Barker, Ph.D. served as
members of the compensation committee of our board of



                                       9
<PAGE>



directors. No member of the compensation committee serves as a member of the
board of directors or compensation committee of any other entity that has one or
more executive officers serving as a member of our board of directors or
compensation committee.


                               PROPOSAL NUMBER 2:
           RATIFICATION AND APPROVAL OF INDEPENDENT PUBLIC ACCOUNTANTS

         The Board of Directors has appointed the firm of Ernst & Young LLP as
our independent public accountants to make an examination of our accounts for
the fiscal year ending December 31, 2002, subject to ratification by our
stockholders. Representatives of both Ernst & Young LLP and Arthur Andersen LLP,
our independent public accountants for the year ended December 31, 2001, are
expected to be present at the annual meeting, will have an opportunity to make a
statement if they desire to do so and are expected to be available to respond to
appropriate questions.

         THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
RATIFICATION AND APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2002.

CHANGE IN INDEPENDENT PUBLIC ACCOUNTANTS

         On March 26, 2002, the Board of Directors and its audit committee
dismissed Arthur Andersen LLP as our independent public accountants and engaged
Ernst & Young LLP to serve as our independent public accountants for the fiscal
year ending December 31, 2002, subject to stockholder ratification.

         Arthur Andersen's reports on our consolidated financial statements for
each of the fiscal years ended December 31, 2001 and 2000 did not contain an
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope or accounting principles.

         During the fiscal years ended December 31, 2001 and 2000 and through
the date of the Board of Directors' decision, there were no disagreements with
Arthur Andersen on any matter of accounting principle or practice, financial
statement disclosure, or auditing scope or procedure which, if not resolved to
Arthur Andersen's satisfaction, would have caused them to make reference to the
subject matter in connection with their report on our consolidated financial
statements for such years; and there were no reportable events as defined in
Item 304(a)(1)(v) of Regulation S-K.

         During the fiscal years ended December 31, 2001 and 2000 and through
the date of the Board of Directors' decision, we did not consult Ernst & Young
with respect to the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on our consolidated financial statements, or any other matters
or reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation
S-K.

COMPENSATION OF INDEPENDENT PUBLIC ACCOUNTANTS

Audit Fees

         The estimated aggregate fees billed and to be billed by Arthur Andersen
LLP for professional services rendered for the audit of our annual financial
statements for the fiscal year ended December 31, 2001 and for the reviews of
the financial statements included in our quarterly reports on Form 10-Q for that
fiscal year were $129,000.

Financial Information Systems Design and Implementation Fees

         Arthur Andersen LLP did not provide us any information technology
services relating to financial information systems design and implementation in
2001.



                                       10
<PAGE>



All Other Fees

         The aggregate fees billed by Arthur Andersen LLP for services rendered
to us in 2001, other than the services described above under "Audit Fees" and
"Financial Information Systems Design and Implementation Fees," were $103,137.
These fees related primarily to the preparation of tax returns, an audit of our
401(k) plan and services in connection with our synthetic lease.

         As part of its duties, the audit committee of our Board of Directors
has considered whether the provision of services other than audit services
during the fiscal year ended December 31, 2001 by Arthur Andersen LLP is
compatible with maintaining the accountants' independence.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

         The audit committee of our Board of Directors currently consists of
William A. McMinn, Sam L. Barker, Ph.D. and Patricia M. Cloherty. The Board of
Directors, in its business judgment, has determined that all members of the
audit committee are "independent," as required by applicable listing standards
of The Nasdaq Stock Market, Inc. The committee has furnished the following
report for 2001:

         The role of the audit committee is to assist the Board of Directors in
its oversight of our financial reporting process. The audit committee reviews
our internal accounting procedures and consults with, and reviews the services
provided by, our independent public accountants. The committee operates pursuant
to a charter that was last amended and restated by the Board of Directors on
March 15, 2000.

         The management of our company is responsible for the preparation,
presentation and integrity of our financial statements, our accounting and
financial reporting principles and internal controls and procedures designed to
assure compliance with the accounting standards and applicable laws and
regulations. Our independent public accountants are responsible for auditing our
financial statements and expressing an opinion as to their conformity with
generally accepted accounting principles.

         In the performance of its oversight function, the audit committee has
considered and discussed the audited financial statements with management and
our independent public accountants. The committee has also discussed with our
independent public accountants the matters required to be discussed by Statement
on Auditing Standards No. 61, Communication with Audit Committees, as currently
in effect. Finally, the committee has received the written disclosures and the
letter from the independent public accountants required by Independence
Standards Board Standard No. 1, Independence Discussions with Audit Committees,
as currently in effect, and has discussed with the independent public
accountants their independence.

         Based upon the reports and discussions described in this report, and
subject to the limitations on the role and responsibilities of the audit
committee referred to in the audit committee charter, the committee recommended
to the Board of Directors that the audited financial statements be included in
our annual report on Form 10-K for the year ended December 31, 2001.


                                                AUDIT COMMITTEE

                                                William A. McMinn
                                                Sam L. Barker, Ph.D.
                                                Patricia M. Cloherty


         The foregoing report of the audit committee shall not be deemed
incorporated by reference by any general statement incorporating by reference
this proxy statement into any filing under the Securities Act of 1933 or under
the Securities Exchange Act of 1934, except to the extent that we specifically
incorporate this information by reference, and shall not otherwise be deemed
filed under such acts.



                                       11
<PAGE>



                             EXECUTIVE COMPENSATION

EXECUTIVE OFFICERS

         The executive officers of the Company and their ages and positions are
listed below.

<Table>
<Caption>
NAME                                               AGE     POSITION WITH THE COMPANY
----                                               ---     -------------------------
<S>                                                <C>     <C>
Arthur T. Sands, M.D., Ph.D. ..............         40     President and Chief Executive Officer and Director
Julia P. Gregory ..........................         49     Executive Vice President and Chief Financial Officer
Jeffrey L. Wade, J.D. .....................         37     Executive Vice President and General Counsel
Alan J. Main, Ph.D. .......................         48     Senior Vice President, Lexicon Pharmaceuticals
James R. Piggott, Ph.D. ...................         47     Senior Vice President of Pharmaceutical Biology
Randall B. Riggs ..........................         35     Senior Vice President of Business Development
Brian P. Zambrowicz, Ph.D..................         39     Senior Vice President of Genomics
David A. Boulton ..........................         44     Vice President of Technology Operations, Lexicon
                                                           Pharmaceuticals
Walter F. Colbert .........................         52     Vice President of Human Resources
Lance K. Ishimoto, Ph.D., J.D. ............         42     Vice President of Intellectual Property
Hartmuth Kolb, Ph.D. ......................         37     Vice President of Chemistry, Lexicon Pharmaceuticals
Stephen J. McAndrew, Ph.D. ................         47     Vice President of Pharmaceutical Business Development
Christophe Person .........................         35     Vice President of Informatics
</Table>

         Information regarding the business experience of Dr. Sands is set forth
above under the heading "Election of Directors--Current and Continuing
Directors."

         Julia P. Gregory has been our Executive Vice President and Chief
Financial Officer since February 2000. From 1998 to February 2000, Ms. Gregory
served as the Head of Investment Banking for Punk, Ziegel & Company, a specialty
investment banking firm focusing on technology and healthcare and, from 1996 to
February 2000, as the Head of the firm's Life Sciences practice. From 1980 to
1996, Ms. Gregory was an investment banker with Prime Charter Ltd. and then
Dillon, Read & Co., Inc., where she represented life sciences companies
beginning in 1986. Ms. Gregory is a member of the Board of Directors and the
Scientific Advisory Board of the Estee Lauder Foundation's Institute for the
Study of Aging, Inc., a member of the Board of Directors of the Cynthia Woods
Mitchell Pavilion and a member of The Elliott School of International Affairs
International Council. She received her B.A. in International Affairs from
George Washington University and her M.B.A. from the Wharton School of the
University of Pennsylvania.

         Jeffrey L. Wade, J.D. has been our Executive Vice President and General
Counsel since February 2000 and was our Senior Vice President and Chief
Financial Officer from January 1999 to February 2000. From 1988 through December
1998, Mr. Wade was a corporate securities and finance attorney with the law firm
of Andrews & Kurth L.L.P., for the last two years as a partner, where he
represented companies in the biotechnology, information technology and energy
industries. Mr. Wade is a member of the boards of directors of the Texas
Healthcare and Bioscience Institute and the Texas Life Sciences Foundation. He
received his B.A. and J.D. from The University of Texas.

         Alan J. Main, Ph.D. has been our Senior Vice President, Lexicon
Pharmaceuticals since July 2001. Dr. Main was President and Chief Executive
Officer of Coelacanth Corporation, a leader in using proprietary chemistry
technologies to rapidly discover new chemical entities for drug development,
from January 2000 until our acquisition of Coelacanth in July 2001. Dr. Main was
formerly Senior Vice President, U.S. Research at Novartis Pharmaceuticals
Corporation, where he worked for 20 years before joining Coelacanth. Dr. Main
holds a Ph.D. in Organic Chemistry from the University of Liverpool, England and
completed postdoctoral studies at the Woodward Research Institute.



                                       12
<PAGE>



         James R. Piggott, Ph.D. has been our Senior Vice President of
Pharmaceutical Biology since January 2000. From 1990 through October 1999, Dr.
Piggott worked for ZymoGenetics, Inc., a subsidiary of Novo Nordisk, most
recently as Senior Vice President--Research Biology. Dr. Piggott's
pharmaceutical research experience also includes service at the Smith Kline &
French Laboratories Ltd. unit of SmithKline Beecham plc and the G.D. Searle &
Co. unit of Monsanto Company. Dr. Piggott received his B.A. and Ph.D. from
Trinity College, Dublin.

         Randall B. Riggs has been our Senior Vice President of Business
Development since February 2000 and served as our Vice President of Business
Development from December 1998 to February 2000. From January through November
1998, Mr. Riggs was director of Business Development for the Infectious Disease
Business Unit of GENEMEDICINE, INC. From 1992 to January 1998, Mr. Riggs was
employed by Eli Lilly and Company, for the last two years as Manager, Corporate
Business Development at Eli Lilly's Indianapolis, Indiana headquarters. Before
joining Eli Lilly, Mr. Riggs' experience included service as a business analyst
for the National Aeronautics and Space Administration and a subsidiary of Amoco
Production Company. He received his B.B.A. from Texas A&M University and his
M.B.A. from The University of Houston.

         Brian P. Zambrowicz, Ph.D. has been our Senior Vice President of
Genomics since February 2000. Dr. Zambrowicz served as our Vice President of
Research from January 1998 to February 2000 and as Senior Scientist from April
1996 to January 1998. From 1993 to April 1996, Dr. Zambrowicz served as an NIH
postdoctoral fellow at The Fred Hutchinson Cancer Center in Seattle, Washington,
where he studied gene trapping and gene targeting technology. Dr. Zambrowicz
received his B.S. in Biochemistry from the University of Wisconsin. He received
his Ph.D. from the University of Washington, where he studied tissue-specific
gene regulation using transgenic mice.

         David A. Boulton has been our Vice President of Technology Operations,
Lexicon Pharmaceuticals since July 2001. Mr. Boulton co-founded Coelacanth and
served as its Vice President of Technology Operations from October 1996 until
our acquisition of Coelacanth in July 2001. From April 1994 to October 1996, Mr.
Boulton was Senior Director of Automated Synthesis at ArQule, Inc., where he was
instrumental in developing ArQule's chemical automation platform. Before joining
ArQule, he served for 15 years in chemistry research and development at Merck &
Co., Inc. and was a founding member of Merck's automated synthesis group. He
holds a B.S. in Chemistry from Lafayette College.

         Walter F. Colbert has been our Vice President of Human Resources since
December 2000. From September 1997 to December 2000, Mr. Colbert was Vice
President, Human Resources and Public Affairs at the Sony Technology Center--San
Diego of Sony Electronics Inc. From September 1995 to September 1997, Mr.
Colbert served as Vice President, Human Resources for The NutraSweet Kelco
Company, Monsanto Company's food ingredients business unit. From 1976 through
September 1995, Mr. Colbert served in a variety of human resources positions in
the United States and Europe with Ford Motor Company and Monsanto Company. He
received his B.A. in Political Science from Stanford University and his M.A. in
International Affairs from The Fletcher School of Law and Diplomacy at Tufts
University.

         Lance K. Ishimoto, J.D., Ph.D. has been our Vice President of
Intellectual Property since July 1998. From 1994 to July 1998, Dr. Ishimoto was
a biotechnology patent attorney at the Palo Alto, California office of Pennie &
Edmonds LLP. Dr. Ishimoto received his B.A. and Ph.D. from the University of
California at Los Angeles, where he studied molecular mechanisms of virus
assembly and the regulation of virus ultrastructure. After receiving his Ph.D.,
Dr. Ishimoto served as an NIH postdoctoral fellow at University of Washington
School of Medicine. He received his J.D. from Stanford University.

         Hartmuth Kolb, Ph.D. has been our Vice President of Chemistry, Lexicon
Pharmaceuticals since July 2001. From June 1997 until our acquisition of
Coelacanth in July 2001, Dr. Kolb worked in several different capacities with
Coelacanth, most recently as Chief Operating Officer and Vice President of
Chemistry. Before joining Coelacanth, Dr. Kolb was with Novartis Pharmaceuticals
Corporation, where he worked on the development of carbohydrate-derived drugs.
Dr. Kolb received his Ph.D. from the Imperial College of Science, Technology and
Medicine, London, and completed postdoctoral studies at the Scripps Research
Institute.



                                       13
<PAGE>



         Stephen J. McAndrew, Ph.D. has been our Vice President of
Pharmaceutical Business Development since January 2002. From March 1990 to
December 2001, he held increasing levels of responsibility at Bristol-Myers
Squibb Company, leading to his final position of Director of Biotechnology
Licensing at the Bristol-Myers Squibb Pharmaceutical Research Institute. In this
position, he was primarily responsible for identifying, evaluating and
negotiating numerous pre-clinical lead compound collaborations and platform
technology alliances. Before his 11-year career at Bristol-Myers Squibb, Dr.
McAndrew spent seven years conducting basic research at the Roche Institute of
Molecular Biology at Hoffmann LaRoche. He received his B.S. from State
University College at Oswego, New York and holds a Ph.D. in molecular and
cellular biology from Ohio University.


         Christophe Person has been our Vice President of Informatics since
November 1999 and served as our Director of Informatics from May 1997 to
November 1999. From 1994 to May 1997, Mr. Person was the Senior Scientific
Programmer for the Center for Theoretical Neurosciences at Baylor College of
Medicine. From 1990 to 1994, Mr. Person was the CEPH Database Manager at the
Human Polymorphism Studies Center in Paris, France. Mr. Person received his
degree in Electrical Engineering from Groupe ESTE/ESIEE (Ecole Superieure de
Technologie Electronique/Ecole Superieure d'Ingenieurs en Electrotechnique et
Electronique).

SUMMARY COMPENSATION TABLE

         The following table presents summary information for the years ended
December 31, 1999, 2000 and 2001 regarding the compensation of each of our five
most highly compensated executive officers.

<Table>
<Caption>
                                                                                         LONG-TERM
                                                                                        COMPENSATION
                                                                                           AWARDS
                                                                                         SECURITIES
                                                              ANNUAL COMPENSATION        UNDERLYING         ALL OTHER
NAME AND POSITION                                 YEAR       SALARY         BONUS          OPTIONS        COMPENSATION(1)
-----------------                                 ----     ----------    ----------      ------------    ---------------
<S>                                               <C>      <C>           <C>             <C>             <C>
Arthur T. Sands, M.D., Ph.D....................   2001     $  400,000    $  250,000           100,000     $   79,644
   President, Chief Executive Officer and         2000     $  270,833    $  175,812           555,000     $   78,824
   Director                                       1999     $  200,000    $   50,000                --     $       --

Julia P. Gregory (2)...........................   2001     $  260,000    $  125,000            60,000     $    5,680
   Executive Vice President and Chief             2000     $  179,615    $   75,000           555,000     $   17,829
   Financial Officer

Jeffrey L. Wade, J.D...........................   2001     $  250,000    $   85,000            50,000     $    5,730
   Executive Vice President and General Counsel   2000     $  198,333    $   56,277           135,000     $    4,778
                                                  1999     $  170,000    $   25,000           390,000     $       --

James R. Piggott, Ph.D. (3)....................   2001     $  250,000    $   80,000            50,000     $    5,730
   Senior Vice President of Pharmaceutical        2000     $  191,666    $   48,800           360,000     $    8,739

Brian P. Zambrowicz, Ph.D......................   2001     $  250,000    $  100,000            50,000     $    5,730
   Senior Vice President of Genomics              2000     $  206,250    $   47,953           210,000     $    4,778
                                                  1999     $  175,000    $       --                --     $       --
</Table>



                                       14
<PAGE>



(1)  Other compensation during 2001 and 2000 includes the following amounts in
     respect of company matching contributions under our 401(k) plan,
     company-paid premiums for group term and split-dollar life insurance, and
     payment or reimbursement of relocation expenses:

<Table>
<Caption>
                                                                            COMPANY-PAID   COMPANY-PAID
                                                                COMPANY      GROUP TERM    SPLIT-DOLLAR
                                                                 401(k)         LIFE          LIFE
                                                                MATCHING      INSURANCE     INSURANCE      RELOCATION
                                                 YEAR         CONTRIBUTION     PREMIUMS      PREMIUMS       EXPENSES
                                                 ----         ------------   ------------  ------------    ----------
<S>                                              <C>          <C>            <C>           <C>             <C>
     Arthur T. Sands, M.D., Ph.D................ 2001         $     5,250  $        480     $  73,914     $      --
                                                 2000         $     4,250  $        660     $  73,914     $      --

     Julia P. Gregory........................... 2001         $     5,200  $        480     $      --     $      --
                                                 2000         $        --  $        440     $      --     $  17,389

     Jeffrey L. Wade, J.D....................... 2001         $     5,250  $        480     $      --     $      --
                                                 2000         $     4,250  $        528     $      --     $      --

     James R. Piggott, Ph.D..................... 2001         $     5,250  $        480     $      --     $      --
                                                 2000         $     4,250  $        484     $      --     $   4,005

     Brian P. Zambrowicz, Ph.D.................. 2001         $     5,250  $        480     $      --     $      --
                                                 2000         $     4,250  $        528     $      --     $      --
</Table>


     The company-paid life insurance premiums in the foregoing table reflect
     payments for group term life policies maintained for the benefit of all
     employees, with exception of the additional premiums paid under a
     split-dollar life insurance arrangement for Dr. Sands under his employment
     agreement with us. Upon the death of Dr. Sands, we will receive cash under
     the policy in an amount equal to the aggregate premiums we paid for the
     policy, and the balance of the proceeds will be paid to the trust that is
     the beneficiary of the policy.

(2)  Ms. Gregory joined us in February 2000. Her base salary for 2000 reflects
     compensation at an annualized rate of $200,000 for the portion of the year
     she was an employee.

(3)  Dr. Piggott joined us in January 2000. His base salary for 2000 reflects
     compensation at an annualized rate of $200,000 for the portion of the year
     he was an employee.

OPTION GRANTS IN 2001

         The following table presents each grant of stock options in 2001 to the
individuals named in the summary compensation table.

<Table>
<Caption>
                                                     PERCENTAGE
                                                      OF TOTAL                                  POTENTIAL REALIZABLE VALUE
                                       NUMBER OF      OPTIONS                                    AT ASSUMED ANNUAL RATES
                                      SECURITIES      GRANTED         EXERCISE                  OF STOCK PRICE APPRECIATION
                                      UNDERLYING         TO            PRICE                         FOR OPTION TERM
                                       OPTIONS        EMPLOYEES         PER       EXPIRATION     --------------------------
       NAME                            GRANTED         IN 2001         SHARE         DATE           5%              10%
       ----                           -----------    -----------    ----------    -----------    ----------    ------------
<S>                                   <C>            <C>            <C>           <C>            <C>           <C>
       Arthur T. Sands, M.D., Ph.D.....  100,000           4.6%        $14.44       2/2/2011     $907,967      $2,300,966
       Julia P. Gregory................   60,000           2.7%        $14.44       2/2/2011     $544,780      $1,380,579
       Jeffrey L. Wade, J.D............   50,000           2.3%        $14.44       2/2/2011     $453,983      $1,150,483
       James R. Piggott, Ph.D..........   50,000           2.3%        $14.44       2/2/2011     $453,983      $1,150,483
       Brian P. Zambrowicz, Ph.D.......   50,000           2.3%        $14.44       2/2/2011     $453,983      $1,150,483
</Table>

         The exercise price of each of the options in the foregoing table was
equal to the fair market value of our common stock as determined by our Board of
Directors on the date of grant. The exercise price for each option may be paid
in cash, promissory notes, in shares of our common stock valued at fair market
value on the exercise date or through a cashless exercise procedure involving a
same-day sale of the purchased shares.

         The potential realizable value of these options is calculated based on
the ten-year term of the option at the time of grant. Stock price appreciation
of 5% and 10% is assumed pursuant to rules promulgated by the Securities and
Exchange Commission and does not represent our prediction of our stock price
performance.



                                       15
<PAGE>



         Percentages shown under "Percentage of Total Options Granted to
Employees in 2001" are based on an aggregate of 2,184,725 options granted to our
employees under our 2000 Equity Incentive Plan during 2001.

AGGREGATED OPTION EXERCISES IN 2001 AND OPTION VALUES AT DECEMBER 31, 2001

         The following table presents information about:

               o    option exercises in 2001 by each of the individuals listed
                    in the summary compensation table; and

               o    the number and value of the shares of common stock
                    underlying unexercised options that are held by each of the
                    individuals listed in the summary compensation table as of
                    December 31, 2001.

         Amounts shown under the column "Value Realized" are based on the market
price of our common stock on the date of exercise, without taking into account
any taxes that may be payable in connection with the transaction, less the
exercise price paid for the purchased shares.

         Amounts shown under the column "Value of Unexercised In-the-Money
Options at December 31, 2001" are based on the closing price of our common stock
on The Nasdaq National Market on December 31, 2001 of $11.54 per share, without
taking into account any taxes that may be payable in connection with the
transaction, less the exercise price payable for these shares.

<Table>
<Caption>
                                                            NUMBER OF SECURITIES
                                                            UNDERLYING UNEXERCISED              VALUE OF UNEXERCISED
                                  SHARES                           OPTIONS AT                 IN-THE-MONEY OPTIONS AT
                                 ACQUIRED                      DECEMBER 31, 2001                 DECEMBER 31, 2001
                                    ON        VALUE      -----------------------------    -------------------------------
NAME                             EXERCISE    REALIZED    EXERCISABLE     UNEXERCISABLE      EXERCISABLE     UNEXERCISABLE
----                             --------   ---------    -----------     -------------    -------------     -------------
<S>                              <C>        <C>          <C>             <C>              <C>               <C>
Arthur T. Sands, M.D., Ph.D.....    15,000  $ 139,801     2,065,767           494,233     $ 20,686,819      $  3,563,866
Julia P. Gregory................    27,000  $ 189,382       203,370           360,630     $  1,838,465      $  2,717,695
Jeffrey L. Wade, J.D............     8,000  $  55,200       354,523           210,477     $  3,204,888      $  1,450,712
James R. Piggott, Ph.D..........     6,000  $  40,952       176,830           227,170     $  1,598,543      $  1,601,617
Brian P. Zambrowicz, Ph.D.......    10,000  $  90,923       714,680           225,320     $  1,584,893      $  6,786,141
</Table>

EMPLOYMENT AGREEMENTS

         In October 1999, we entered into an employment agreement with Arthur T.
Sands, M.D., Ph.D., our President and Chief Executive Officer. Under the
agreement, Dr. Sands received an initial base salary of $200,000 a year, subject
to adjustment, with an annual discretionary bonus based upon specific objectives
to be determined by the compensation committee. Dr. Sands' current annual salary
is $432,000. The employment agreement is at-will and contains a non-competition
agreement. The agreement also provides that if we terminate Dr. Sands'
employment without cause or Dr. Sands voluntarily terminates his employment for
good reason, we will pay him his then-current salary for 12 months.

         In February 2000, we entered into an employment agreement with Julia P.
Gregory to serve as our Executive Vice President and Chief Financial Officer
starting in February 2000. Under the agreement, Ms. Gregory received an initial
base salary of $200,000 a year, subject to adjustment, with an annual
discretionary bonus based upon specific objectives to be determined by the
compensation committee. Ms. Gregory's current annual salary is $286,000. The
employment agreement is at-will and contains a non-competition agreement. The
agreement also provides that if we terminate Ms. Gregory's employment without
cause or Ms. Gregory voluntarily terminates her employment for good reason, we
will pay her then-current salary for six months. If any such termination follows
a change in control of our company, we will pay Ms. Gregory her then-current
salary for 12 months.

         In December 1998, we entered into an employment agreement with Jeffrey
L. Wade, J.D. to serve as our Senior Vice President and Chief Financial Officer
starting in January 1999. In February 2000, Mr. Wade was named Executive Vice
President and General Counsel. Under the agreement, Mr. Wade received an initial
base salary of $170,000 a year, subject to adjustment, with an annual
discretionary bonus based upon specific objectives to be



                                       16
<PAGE>



determined by the compensation committee. Mr. Wade's current annual salary is
$266,250. The employment agreement is at-will and contains a non-competition
agreement. The agreement also provides that if we terminate Mr. Wade's
employment without cause or Mr. Wade voluntarily terminates his employment for
good reason, we will pay him his then-current salary for six months. If any such
termination follows a change in control of our company, we will pay Mr. Wade his
then-current salary for 12 months.

         In January 2000, we entered into an employment agreement with James R.
Piggott, Ph.D. to serve as our Senior Vice President of Pharmaceutical Biology.
Under the agreement, Dr. Piggott received an initial base salary of $200,000 a
year, subject to adjustment, with an annual discretionary bonus based upon
specific objectives to be determined by the compensation committee. Dr.
Piggott's current annual salary is $266,250. The employment agreement is at-will
and contains a non-competition agreement. The agreement also provides that if we
terminate Dr. Piggott's employment without cause or Dr. Piggott voluntarily
terminates his employment for good reason, we will pay him his then-current
salary for six months. If any such termination follows a change in control of
our company, we will pay Dr. Piggott his then-current salary for 12 months.

         In February 2000, we entered into an employment agreement with Brian P.
Zambrowicz, Ph.D., our Senior Vice President of Genomics. Under the agreement,
Dr. Zambrowicz received an initial base salary of $200,000 a year, subject to
adjustment, with an annual discretionary bonus based upon specific objectives to
be determined by the compensation committee. Dr. Zambrowicz's current annual
salary is $275,000. The employment agreement is at-will and contains a
non-competition agreement. The agreement also provides that if we terminate Dr.
Zambrowicz employment without cause or Dr. Zambrowicz voluntarily terminates his
employment for good reason, we will pay him his then-current salary for six
months. If any such termination follows our change in control, we will pay Dr.
Zambrowicz his then-current salary for 12 months.

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

         The compensation committee of our Board of Directors currently consists
of Sam L. Barker, Ph.D. and Patricia M. Cloherty, neither of whom is an officer
or employee of the company.

         The compensation committee is responsible for evaluating the
performance of management, determining the compensation of our executive
officers and administering our 2000 Equity Incentive Plan, under which stock
option grants and other stock awards may be made to our employees. The committee
has furnished the following report on executive compensation for 2001:

Executive Compensation Policies and Practices

         Under the supervision of the compensation committee, our company has
developed a compensation policy which is designed to attract and retain key
executives responsible for our success and motivate management to enhance
long-term stockholder value. The annual compensation package for executive
officers primarily consists of:

               o    a cash salary, which reflects the responsibilities relating
                    to the position and individual performance;

               o    variable performance awards payable in cash or stock and
                    tied to the achievement of certain individual and corporate
                    goals and milestones; and

               o    long-term stock based incentive awards which strengthen the
                    mutuality of interests between our executive officers and
                    our stockholders.

         In determining the level and composition of compensation of each of our
executive officers, the compensation committee takes into account various
qualitative and quantitative indicators of corporate and individual performance.
Although no specific target has been established, the committee generally seeks
to set salaries at the median to high end of the range in comparison to peer
group companies. In setting such salaries, the committee considers our peer
group to be similarly sized companies in the biotechnology industry. This peer
group



                                       17
<PAGE>



does not necessarily coincide with the companies comprising the Nasdaq
Biotechnology Index reflected in the performance graph in this proxy statement.
Because our business and technology are continuing to develop, the use of
certain traditional performance standards, such as profitability and return on
equity, are not currently appropriate in evaluating the performance of our
executive officers. Consequently, in evaluating the performance of management,
the committee takes into consideration such factors as our achievement of
specified milestones and goals with respect to our revenues, new business
development, and our research and development programs. In addition, the
committee recognizes performance and achievements that are more difficult to
quantify, such as the successful supervision of major corporate projects and
demonstrated leadership ability.

Base Compensation

         Base compensation is established through negotiation between the
company and the executive officer at the time the executive is hired, and then
subsequently adjusted when the officer's base compensation is subject to review
or reconsideration. While we have entered into employment agreements with
certain of our executive officers, these agreements provide that base salaries
after the initial year will be reviewed and determined by the committee. When
establishing or reviewing base compensation levels for executive officers, the
committee, in accordance with its general compensation policy, considers
numerous factors, including the responsibilities relating to the position, the
qualifications of the executive and the relevant experience the individual
brings to the company, strategic goals for which the executive has
responsibility, and compensation levels of companies at a comparable stage of
development who compete with us for business, scientific and executive talents.
No pre-determined weights are given to any one of these factors. The base
salaries for the executive officers generally, and the Chief Executive Officer
specifically, for 2001 were near the median to high end of the range in
comparison to our peer group companies, with most falling in a range around the
60th to 75th percentile for such peer group companies. In establishing base
compensation for 2001, the committee included in its evaluation the significant
progress made by the company in 2000, including the substantial increase in our
revenues as compared to 1999, the establishment of a large number of significant
new collaborations and two significant drug discovery alliances, the
establishment of a strong capital base from which to execute our business plan
and the continuing advancement of our research and development programs.

Incentive Compensation

         In addition to base compensation, the committee may award cash bonuses
and option grants or other stock-based awards under our 2000 Equity Incentive
Plan to chosen executive officers depending on the extent to which certain
defined personal and corporate performance goals are achieved. These performance
goals are the same as those discussed generally above. In determining bonus and
stock option awards for 2001, the committee included in its evaluation the very
significant progress made by the company in 2001, including the substantial
increase in our revenues as compared to 2000, the establishment of several
significant new collaborations and a major new significant drug discovery
alliance, our successful acquisition of and integration with Coelacanth
Corporation, and the continuing advancement of our research and development
programs.

         All of our employees, including our executive officers, are eligible to
receive long-term stock-based incentive awards under our 2000 Equity Incentive
Plan as a means of providing such individuals with a continuing proprietary
interest in our success. These grants align the interests of our employees and
our stockholders by providing significant incentives for our employees to
achieve and maintain high levels of performance. Our 2000 Equity Incentive Plan
enhances our ability to attract and retain the services of qualified
individuals. Factors considered in determining whether such awards are granted
to an executive officer include the executive's position, his or her performance
and responsibilities, the amount of stock options currently held by the officer,
the vesting schedules of any such options and the executive officer's other
compensation. While the committee does not adhere to any firmly established
formulas or schedules for the issuance of awards such as options or restricted
stock, the committee will generally tailor the terms of any such grant to
achieve its goal as a long-term incentive award by providing for a vesting
schedule encompassing several years.

         In February 2001, the committee approved annual stock option grants to
executive officers and other employees who satisfied eligibility requirements,
including time of service. In making such grants, the committee considered
corporate and individual performance over the year preceding the grant date and
information regarding stock option grants made by other companies in the
biotechnology industry.



                                       18
<PAGE>



Compensation of the Chief Executive Officer

         The annual base salary of Arthur T. Sands, M.D., Ph.D., our President
and Chief Executive Officer of the Company, was initially set at $200,000
pursuant to an employment agreement effective in October 1999, reflecting his
salary in effect prior to the signing of that agreement, and was increased by
$50,000 (or approximately 25 percent) to $250,000 in February 2000 in
recognition of the company's progress in 1999. In October 2000, the committee
increased Dr. Sands' base salary by $150,000 (or approximately 60 percent) to
$400,000 to keep pace with salaries being paid to other chief executive officers
of similar public companies and in recognition of the company's substantial
progress in 2000. In March 2002, the committee increased Dr. Sands' base salary
by $32,000 (or approximately eight percent) to $432,000 and awarded a bonus to
Dr. Sands for 2001 in the amount of $250,000, in each case on the basis of the
company's achievements in 2001.

         The committee granted a stock option to Dr. Sands in February 2001, at
the same time annual grants were made to other employees. The stock option
entitles Dr. Sands to purchase an aggregate of 100,000 shares of common stock at
an exercise price of $14.4375 per share. In making the option grant to Dr.
Sands, the committee considered the factors described above with respect to the
February 2001 option grants generally.

Section 162(m)

         Section 162(m) of the Internal Revenue Code places a $1 million cap per
executive on the deductible compensation that can be paid to certain executives
of publicly-traded corporations. Amounts that qualify as "performance based"
compensation under Section 162(m)(4)(c) of the Code are exempt from the cap and
do not count toward the $1 million limit. Generally, stock options will qualify
as performance based compensation. The committee has discussed and considered
and will continue to evaluate the potential impact of Section 162(m) on the
company in making compensation determinations, but has not established a set
policy with respect to future compensation determinations.

                                       COMPENSATION COMMITTEE

                                       Sam L. Barker, Ph.D.
                                       Patricia M. Cloherty

         The foregoing report of the compensation committee shall not be deemed
incorporated by reference by any general statement incorporating by reference
this proxy statement into any filing under the Securities Act of 1933 or under
the Securities Exchange Act of 1934, except to the extent that we specifically
incorporate this information by reference, and shall not otherwise be deemed
filed under such acts.



                                       19
<PAGE>



PERFORMANCE GRAPH

         The following performance graph compares the performance of our common
stock to the Nasdaq Composite Index and the Nasdaq Biotechnology Index for the
period beginning April 7, 2000, the date of our initial public offering, and
ending December 31, 2001. The graph assumes that the value of the investment in
our common stock and each index was $100 at April 7, 2000, and that all
dividends were reinvested.


                               [PERFORMANCE GRAPH]


<Table>
<Caption>
                                          APRIL 7, 2000           DECEMBER 31, 2000          DECEMBER 31, 2001
                                          -------------           -----------------          -----------------
<S>                                       <C>                     <C>                        <C>
Lexicon Genetics Incorporated                  100                        76                        52
Nasdaq Composite Index                         100                        56                        44
Nasdaq Biotechnology Index                     100                        96                        81
</Table>

         The foregoing stock price performance comparisons shall not be deemed
incorporated by reference by any general statement incorporating by reference
this proxy statement into any filing under the Securities Act of 1933 or under
the Securities Exchange Act of 1934, except to the extent that we specifically
incorporate such comparisons by reference, and shall not otherwise be deemed
filed under such acts.


                            PROPOSALS OF STOCKHOLDERS

         In order for a stockholder proposal to be considered for inclusion in
our proxy statement for next year's annual meeting, we must receive the written
proposal at our principal executive offices no later than December 5, 2002. Any
such proposal must also comply with Securities and Exchange Commission
regulations regarding the inclusion of stockholder proposals in
company-sponsored proxy materials. Similarly, in order for any stockholder
proposal to be otherwise raised during next year's annual meeting, we must
receive written notice of the proposal, containing the information required by
our Bylaws, at our principal executive offices no later than December 5, 2002.
You may contact the Corporate Secretary at our principal executive offices for a
copy of the relevant Bylaw provisions for making stockholder proposals.



                                       20
<PAGE>



                              FINANCIAL INFORMATION

         Our annual report to stockholders, including financial statements,
accompanies this proxy statement but does not constitute a part of the proxy
solicitation materials. YOU MAY OBTAIN, WITHOUT CHARGE, A COPY OF OUR ANNUAL
REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND EXHIBITS THERETO, BY
WRITTEN REQUEST TO CORPORATE COMMUNICATIONS, LEXICON GENETICS INCORPORATED, 8800
TECHNOLOGY FOREST PLACE, THE WOODLANDS, TEXAS 77381.


                                     By Order of the Board of Directors,



                                     Jeffrey L. Wade
                                     Secretary


April 5, 2002
The Woodlands, Texas




                                       21
<PAGE>


PROXY

                          LEXICON GENETICS INCORPORATED

                         ANNUAL MEETING OF STOCKHOLDERS
                                   MAY 8, 2002

         THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
                          LEXICON GENETICS INCORPORATED

         The undersigned hereby appoints Arthur T. Sands and Jeffrey L. Wade,
and each of them, as proxies and attorneys-in-fact, with the power to act
without the other and with power of substitution, to represent the undersigned
at the Annual Meeting of Stockholders of Lexicon Genetics Incorporated (the
"Company") to be held at The Woodlands Resort and Conference Center, 2301 North
Millbend Drive, The Woodlands, Texas, on May 8, 2002, at 1:30 p.m., local time,
and any adjournments or postponements thereof, and to vote all of the shares of
stock the undersigned would be entitled to vote if personally present at such
meeting (1) as provided on the other side of this proxy and (2), in their
discretion, on such other business as may properly come before such meeting or
any adjournment or postponement thereof.

          (CONTINUED AND TO BE MARKED, DATED AND SIGNED ON OTHER SIDE)

--------------------------------------------------------------------------------
                            o FOLD AND DETACH HERE o

<PAGE>



THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
                                                                   Please mark
                                                                   your votes as
                                                                   indicated in
                                                                   this example

THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL BE
VOTED:

o "FOR" THE ELECTION OF THE NOMINEES FOR CLASS II DIRECTOR; AND

o "FOR" THE PROPOSAL TO RATIFY AND APPROVE THE APPOINTMENT OF ERNST & YOUNG LLP
  AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING
  DECEMBER 31, 2002.

<Table>
<Caption>
                                                 FOR the nominees       WITHHOLD AUTHORITY to vote
                                                   listed below        for the nominees listed below
<S>                                              <C>                   <C>
1. Election of Class II Directors

01 Sam L. Barker, Ph.D.                                 [ ]                       [ ]

02 Gordon A. Cain                                       [ ]                       [ ]

03 Patricia M. Cloherty                                 [ ]                       [ ]

2. Ratification and approval of the appointment of Ernst & Young LLP as the
   Company's independent public accountants for the fiscal year ending
   December 31, 2002

                FOR         AGAINST         ABSTAIN
                [ ]           [ ]             [ ]


If you plan to attend the meeting in person, please mark the following box.       [ ]
</Table>


DATED:
      -------------------------------------


-------------------------------------------
(Signature)


--------------------------------------------
(Signature if held jointly)


Please date, sign as name appears at the left, and return promptly. If the
shares are registered in the names of two or more persons, each should sign.
When signing as Corporate Officer, President, Executor, Administrator, Trustee
or Guardian, please give full title. Please note any changes in your address
alongside the address as it appears in the proxy.


--------------------------------------------------------------------------------
                            o FOLD AND DETACH HERE o



