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Agreement#: AG-494143
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Offer To Exchange Options

Parties:

Polycom

Sectors: Telecommunications
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Exhibit (a)(4)


POLYCOM, INC.
OFFER TO EXCHANGE OPTIONS

NOTICE TO WITHDRAW
FROM THE OFFER


I previously received (i) a copy of the Offer to Exchange; (ii) the memorandum from Robert C. Hagerty dated May 21, 2001; and (iii) an Election Form. I signed and returned the Election Form, in which I elected to accept Polycom, Inc.'s ("Polycom") offer to exchange (the "Offer") some of or all of my eligible options. I now wish to change that election and reject Polycom's Offer to exchange my options. I understand that by signing this Notice and delivering it to Lucy Park, Stock Administrator by 9:00 p.m. Pacific Daylight Time on June 20, 2001, I will be able to withdraw my acceptance of the Offer and instead reject the Offer to exchange options. I have read and understand all the terms and conditions of the Offer to exchange options. I have read and understand the instructions attached to this Notice.

I understand that in order to withdraw my acceptance of the Offer, I must sign, date and deliver this Notice via facsimile (fax # (408) 474-2508) or courier or hand delivery to Lucy Park, Stock Administrator at 1565 Barber Lane, Milpitas, CA 95035 by 9:00 p.m. Pacific Daylight Time on June 20, 2001.

I understand that by withdrawing my acceptance of the Offer to exchange options, I will not receive any New Options pursuant to the Offer and I will keep the Old Options that I have. These options will continue to be governed by the stock option plan under which they were granted and by the existing option agreements between Polycom and me.

I understand that I may change this election, and once again accept the Offer to exchange options, by submitting a new Election Form to Lucy Park, Stock Administrator via facsimile (fax # (408) 474-2508) or courier or hand delivery at 1565 Barber Lane, Milpitas, CA 95035 prior to 9:00 p.m. Pacific Daylight Time on June 20, 2001.

I have signed this Notice and printed my name exactly as it appears on the Election Form.

I do not accept the Offer to exchange any options. Employee Signature Government ID, e.g. Social Security #, Social Insurance # etc.
Employee Name (Please Print)

E-mail Address

Date and Time

RETURN TO LUCY PARK NO LATER THAN 9:00 P.M. PDT
JUNE 20, 2001 VIA FACSIMILE AT (408) 474-2508 OR VIA COURIER OR HAND DELIVERY
TO 1565 BARBER LANE, MILPITAS, CALIFORNIA 95035


POLYCOM WILL SEND AN E-MAIL
CONFIRMATION WITHIN 2 BUSINESS DAYS OF RECEIPT


INSTRUCTIONS TO THE NOTICE TO WITHDRAW FROM THE OFFER

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER


1. Delivery of Notice to Withdraw from the Offer.

A properly completed and executed original of this Notice to Withdraw from the Offer (or a facsimile of it), and any other documents required by this Notice to Withdraw from the Offer, must be received by Lucy Park, Stock Administrator either via courier or hand delivery at 1565 Barber Lane, Milpitas, CA 95035 or via the facsimile number listed on the front cover of this Notice to Withdraw from the Offer (fax # (408) 474-2508) on or before 9:00 p.m. Pacific Daylight Time on June 20, 2001 (the "Expiration Date").

The method by which you deliver any required documents is at your option and risk, and the delivery will be deemed made ...

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