Election Concerning Exchange Of Stock Options

EXHIBIT (a)(1)(ii)


NEXT LEVEL COMMUNICATIONS


ELECTION CONCERNING EXCHANGE OF STOCK OPTIONS


Name of Optionee: ______________________________________


Social Security Number (last 4 digits): ________________


I have received and read the Offer to Exchange Certain Outstanding Options to Purchase Common Stock Under the 1999 Equity Incentive Plan dated July 11, 2001. I understand that I am eligible to participate in this exchange program only if I (1) am not employed in a position of senior vice president level or higher and (2) hold at least one option with an exercise price of $40.00 or higher per share. I understand that, by choosing to participate in this exchange program, I can elect to exchange any or all options (defined as an entire option grant) with an exercise price of $40.00 or higher per share that were granted to me under the Next Level Communications, Inc. 1999 Equity Incentive Plan. However, by so electing to exchange any such options, I will automatically be deemed to also have elected to exchange all options granted to me between February 8, 2001 and August 7, 2001, regardless of exercise price. In return, Next Level will grant me a new option entitling me to purchase a number of shares of common stock equal to the number of shares subject to the options I elect to exchange as promptly as practicable on or after the first trading day that is at least six months and one day after the date my exchanged options are cancelled, which will be on or after February 11, 2002 (the "replacement grant date"), provided that I am still employed by Next Level Communications on that date. The exercise price of the new option will be equal to the closing price of Next Level Communications stock on the replacement grant date.


I understand that all of the terms of the new option will be substantially similar to the terms of the cancelled options, although I will receive no vesting credit with respect to my cancelled options between the cancellation date and the replacement grant d ...