Dear Adaptec Stockholders,

Steel Partners II L.P., a hedge fund that is a minority investor in Adaptec, is soliciting your consent to proposals that would allow it to seize effective control of Adaptec.

Steel Partners has not publicly offered any plan to improve Adaptec's business or operations. Instead, it wants to throw in the towel by selling Adaptec's business operations in a depressed market and "monetizing" the remaining assets, essentially leaving nothing but a shell company with cash. But Steel Partners has not told you what it wants to do after that.

  Steel has not called for the Board to give any cash back to stockholders.
  Instead, in recent discussions with management at Steel Partners' offices
  in New York, this hedge fund indicated that it sees Adaptec as a ready
  source of cash -- over $350 million -- that would allow it to pursue
  other investment opportunities.
  And what kind of "opportunities" did Steel tell management it has in
  mind? An example that Steel gave and that we believe it wants to pursue
  is to leverage Adaptec's balance sheet to buy into the banking industry!
  This is not a new gambit for Steel -- it has attempted to pursue this
  strategy elsewhere: a "blank-check" shell company controlled by Steel
  Partners had recently announced plans to acquire Washington state's
  Frontier Financial Corp., a troubled bank, but this week announced that
  the agreement was terminated because the necessary regulatory approvals
  could not be obtained.

But does this sound like a wise gambit to you? After last year's financial meltdown, a debacle arguably created by financial engineers, do you want to turn your Board over to a hedge fund and turn Adaptec into a shell corporation, loading debt onto its balance sheet and allowing one investor to take you on a hazardous detour into -- of all things in today's environment -- the banking industry? Ask yourself: is Steel Partners concealing its ultimate objective from you?

  As you evaluate Steel Partners' consent solicitation, we urge you to
  consider whether you really believe Steel Partners will represent your
  interests, since we believe it has not disclosed its true agenda to you.

Investors who want to place big bets on the timing and extent of a recovery in bank stocks can invest in banks without turning Adaptec into one; investors have better and less risky avenues for that type of investment -- avenues that will not lead to the destruction of the value inherent in Adaptec's technology platforms and its improving business prospects.

Even experienced bankers are having trouble traversing today's risky financial environment.