Islandia, NY and Dallas, TX, February 14, 2000 — Computer Associates International, Inc. today announced an agreement to acquire Sterling Software, Inc., extending its software and services to build, deploy, manage and secure e- business solutions.

The $4 billion stock-for-stock acquisition, which, according to Sanjay Kumar, CA president and COO, would be the largest ever in the history of the software industry, has been approved unanimously by the Boards of Directors of both Sterling Software and CA.

Sterling Software solutions are deployed at more than 20,000 customer sites worldwide – including 90 percent of Fortune 100 companies – to create, control, automate and manage both traditional and e- business systems. Sterling Software's portal technology provides access to data stored in corporate databases in the same way that Internet content portals provide access to the wealth of content on the Web.

The anticipated acquisition will expand CA's array of products and services, while accelerating their delivery. This will enable all companies – from the newest dot-coms to established brick-and-mortar businesses – to continue to exploit the latest opportunities driven by the Internet economy.

CA plans to enhance Sterling Software products with its technology, including information visualization, Neugents neural network technology and infrastructure management solutions, providing clients with a powerful and complete environment for end- to-end e-business.

In particular, the combination of Sterling Software's COOL suite and CA's Jasmine ii information infrastructure will deliver a sophisticated and personalized enterprise application integration solution.

The merger will create the industry's largest supplier of storage management technology, with solutions that cover the entire enterprise from OS/390 and distributed systems to desktops and even laptops. These will include distributed backup and recovery products, as well as Storage Area Network solutions.

Customers from both companies will also benefit from increased delivery of Sterling Software solutions through CA's global sales organization, including both direct and indirect channels.

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