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                                                                   Exhibit 10.09

                                 NETEGRITY, INC.

                            2000 STOCK INCENTIVE PLAN

                         AS AMENDED AS OF AUGUST 8, 2001

         1.       PURPOSE OF THE PLAN.

         This stock incentive plan (the "Plan") is intended to provide
incentives: (a) to the employees of Netegrity, Inc. (the "Company") and any
present or future subsidiaries of the Company by providing them with
opportunities to purchase stock in the Company pursuant to options granted
hereunder which qualify as "incentive stock options" under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code") ("ISO" or "ISOs"); (b) to
officers, employees, consultants and directors of the Company and any present or
future subsidiaries by providing them with opportunities to purchase stock in
the Company pursuant to options granted hereunder which do not qualify as ISOs
("Non-Qualified Option" or "Non-Qualified Options"); and (c) to officers,
employees and consultants of the Company and any present or future subsidiaries
of the Company pursuant to stock awards. As used herein, the terms "parent" and
"subsidiary" mean "parent corporation" and "subsidiary corporation,"
respectively, as those terms are defined in Section 424 of the Code and the
Treasury Regulations promulgated thereunder (the "Regulations").

         2.       STOCK SUBJECT TO THE PLAN.

         (a)      The total number of shares of common stock, par value $.01 per
share, of the Company ("Common Stock") available for stock options and stock
awards granted under the Plan shall be 5,300,000 shares of Common Stock. The
maximum number of shares of Common Stock available for grants or awards under
this Plan shall be subject to adjustment in accordance with Section 12 hereof.
Shares issued under the Plan may be authorized but unissued shares of Common
Stock or shares of Common Stock held in treasury.

         (b)      To the extent that any stock option shall lapse, terminate,
expire or otherwise be cancelled without the issuance of shares of Common Stock,
or any stock award is settled in cash, the shares of Common Stock covered by
such option(s) or award shall again be available for the granting of stock
options or awards.

         (c)      Common Stock issuable under the Plan may be subject to such
restrictions on transfer, repurchase rights or other restrictions as shall be
determined by the Committee (as defined in Section 4 below).

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         3.       STOCK AWARDS.

         (a)      The Committee may grant, subject to the limitation on the
number of shares of Common Stock available under Section 2 hereof, stock awards
to employees of and other key individuals engaged to provide services to the
Company and its subsidiaries. A stock award may be made in stock or denominated
in stock subject to final settlement in cash or stock. Each stock award granted
shall be subject to such terms and conditions as the Committee, in its sole
discretion, shall determine and establish. These may include, but are not
limited to, establishing a holding period during which stock issued pursuant to
an award may not be transferred, requiring forfeiture of the stock award because
of termination of employment or failure to achieve specific objectives such as
measures of individual, business unit or Company performance, including stock
price appreciation. In determining a person's eligibility to be granted an
award, as well as in determining the number of shares to be awarded to any
person, the Committee shall take into account the person's position and
responsibilities, the nature and value to the Company or its subsidiaries of
such person's service and accomplishments, such person's present and potential
contribution to the success of the Company or its subsidiaries, and such other
factors as the Committee may deem relevant.

         (b)      The Committee may provide that a stock award shall earn
dividends or dividend equivalents, which may be paid currently or may be
deferred in payment, including reinvestment in additional shares covered by the
applicable stock award, all on such terms and conditions as the Committee shall
deem appropriate.

         (c)      The Committee shall require that for any stock award to be
effective, the recipient of the award shall execute an award agreement at such
time and in such form as the Committee shall determine. Any award agreement may
require that for any or some of the shares issued, the awardee must pay a
minimum consideration, whether in cash, property or services, as may be required
by applicable law or the Committee, as the Committee shall determine.

         (d)      A stock award may be granted singly or in combination or in
tandem with another stock award or stock option. A stock award may also be
granted as the payment form in settlement of a grant or right under any other
Company employee benefit or compensation plan, including the plan of an acquired
entity.

         (e)      Directors who are not otherwise employees of the Company or a
subsidiary shall not be eligible to receive stock awards pursuant to the Plan.

         (f)      No stock award granted to any person under the Plan shall be
assignable or transferable otherwise than by will or the laws of descent and
distribution. Any stock award granted under the Plan shall be null and void and

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without effect upon any attempted assignment or transfer, except as herein
provided, including without limitation any purported assignment, whether
voluntary or by operation of law, pledge, hypothecation or other disposition,
attachment, trustee process or similar process, whether legal or equitable, upon
such award.

         4.       ADMINISTRATION OF THE PLAN.

         (a)      At the discretion of the Company's Board of Directors, the
Plan shall be administered either (i) by the full Board of Directors of the
Company or (ii) by a committee (the "Committee") consisting of two or more
members of the Company's Board of Directors. In the event the full Board of
Directors is the administrator of the Plan, references herein to the Committee
shall be deemed to include the full Board of Directors. The Board of Directors
may from time to time appoint a member or members of the Committee in
substitution for or in addition to the member or members then in office and may
fill vacancies on the Committee however caused. The Committee shall choose one
of its members as Chairman and shall hold meetings at such times and places as
it shall deem advisable. A majority of the members of the Committee shall
constitute a quorum and any action may be taken by a majority of those present
and voting at any meeting.

         (b)      Any action may also be taken without the necessity of a
meeting by a written instrument signed by a majority of the Committee. The
decision of the Committee as to all questions of interpretation and application
of the Plan shall be final, binding and conclusive on all persons. The Committee
shall have the authority to adopt, amend and rescind such rules and regulations
as, in its opinion, may be advisable in the administration of the Plan. The
Committee may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any option agreement granted hereunder in the
manner and to the extent it shall deem expedient to carry the Plan into effect
and shall be the sole and final judge of such expediency. No Committee member
shall be liable for any action or determination made in good faith.

         (c)      Subject to the terms of the Plan, the Committee shall have the
authority to (i) determine the employees of the Company and its subsidiaries
(from among the class of employees eligible under Section 5 to receive ISOs) to
whom ISOs may be granted, and to determine (from the class of individuals
eligible under Section 5 to receive Non-Qualified Options) to whom Non-Qualified
Options may be granted; (ii) determine the time or times at which options may be
granted; (iii) determine the option price of shares subject to each option which
price shall not be less than the minimum price specified in Section 7; (iv)
determine whether each option granted shall be an ISO or a Non-Qualified Option;
(v) determine (subject to Section 10) the time or times when each option shall
become exercisable and the duration of the exercise period; (vi) determine
whether restrictions such as repurchase options are to be imposed on shares

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subject to options and the nature of such restrictions; and (vii) determine the
size of any Options under the Plan, taking into account the position or office
of the optionee with the Company, the job performance of the optionee and such
other factors as the Committee may deem relevant in the good faith exercise of
its independent business judgment. Subject to the provisions of Section 3 the
Committee shall also have the authority to grant stock awards under this Plan.

         5.       ELIGIBILITY FOR GRANT OF OPTIONS.

         Options designated as ISOs may be granted only to employees of the
Company or any subsidiary. Non-Qualified Options may be granted to any officer,
employee, consultant or director of the Company or of any of its subsidiaries.

         In determining the eligibility of an individual to be granted an
option, as well as in determining the number of shares to be optioned to any
individual, the Committee shall take into account the position and
responsibilities of the individual being considered, the nature and value to the
Company or its subsidiaries of his or her service and accomplishments, his or
her present and potential contribution to the success of the Company or its
subsidiaries, and such other factors as the Committee may deem relevant.

         No option designated as an ISO shall be granted to any employee of the
Company or any subsidiary if such employee owns, immediately prior to the grant
of an option, stock representing more than 10% of the combined voting power of
all classes of stock of the Company or a parent or a subsidiary, unless the
purchase price for the stock under such option shall be at least 110% of its
fair market value at the time such option is granted and the option, by its
terms, shall not be exercisable more than five years from the date it is
granted. In determining the stock ownership under this paragraph, the provisions
of Section 424(d) of the Code shall be controlling. In determining the fair
market value under this paragraph, the provisions of Section 7 hereof shall
apply.

         The maximum number of shares of the Company's Common Stock with respect
to which an option or options may be granted to any employee in any calendar
year shall not exceed 500,000 shares, taking into account shares subject to
options granted and terminated, or repriced, during such calendar year, subject
to adjustment in accordance with Section 12.

         6.       OPTION AGREEMENT.

         Each option shall be evidenced by an option agreement (the "Agreement")
duly executed on behalf of the Company and by the optionee to whom such option
is granted, which Agreement shall comply with and be subject to the terms and
conditions of the Plan. The Agreement may contain such other terms, provisions
and conditions which are not inconsistent with the Plan as may be determined by

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the Committee. The date of grant of an option shall be as determined by the
Committee. More than one option may be granted to an individual.

         7.       OPTION PRICE.

         The option exercise price or prices of shares of the Company's Common
Stock for options designated as non-qualified stock options shall be determined
by the Committee, but in no event shall the option exercise price of a
non-qualified stock option be less than the fair market value of such Common
Stock at the time the option is granted. The option exercise price or prices of
shares of the Company's Common Stock for incentive stock options shall be no
less than the fair market value of such Common Stock at the time the option is
granted as determined by the Committee in accordance with Section 422 of the
Code and the Regulations promulgated thereunder.

         8.       MANNER OF PAYMENT; MANNER OF EXERCISE.

         (a)      The Agreement may provide for the payment of the exercise
price by delivery of (i) cash or a check payable to the order of the Company in
an amount equal to the exercise price of such options, (ii) shares of Common
Stock of the Company owned by the optionee having a fair market value equal in
amount to the exercise price of the options being exercised, or (iii) any
combination of (i) and (ii), provided, however, that payment of the exercise
price by delivery of shares of Common Stock of the Company owned by such
optionee may be made only if such payment does not result in a charge to
earnings for financial accounting purposes as determined by the Committee. The
fair market value of any shares of the Company's Common Stock which may be
delivered upon exercise of an option shall be determined by the Committee in
accordance with Section 7 hereof. With the consent of the Committee, delivery of
shares used to exercise any option may be made through attestation rather than
physical delivery of stock certificates. With the consent of the Committee,
payment may also be made by delivery of a properly executed exercise notice to
the Company, together with a copy of irrevocable instruments to a broker to
deliver promptly to the Company the amount of sale or loan proceeds to pay the
exercise price. To facilitate the foregoing, the Company may enter into
agreements for coordinated procedures with one or more brokerage firms.

         (b)      To the extent that the right to purchase shares under an
option has accrued and is in effect, options may be exercised in full at one
time or in part from time to time, by giving written notice, signed by the
person or persons exercising the option, to the Company, stating the number of
shares with respect to which the option is being exercised, accompanied by
payment in full for such shares as provided in subparagraph (a) above. Upon such
exercise, delivery of a certificate for paid-up non-assessable shares shall be
made at the principal office of the Company to the person or persons exercising
the option at such time, during ordinary business hours, not earlier than ten
business days

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from the date of receipt of the notice by the Company, as shall be designated in
such notice, or at such time, place and manner as may be agreed upon by the
Company and the person or persons exercising the option.

         9.       EXERCISE OF OPTIONS.

         Each option granted under the Plan shall, subject to the other
provisions of this Plan, be exercisable at such time or times and during such
period as shall be set forth in the Agreement.

         To the extent that an option to purchase shares is not exercised by an
optionee when it becomes initially exercisable, it shall not expire but shall be
carried forward and shall be exercisable, on a cumulative basis, until the
expiration of the exercise period. No partial exercise may be made for less than
two hundred fifty (250) full shares of Common Stock.

         10.      TERM OF OPTIONS; EXERCISABILITY.

         (a)      Term.

                  (1)      Each incentive stock option shall expire not more
         than seven (7) years from the date of the granting thereof, but shall
         be subject to earlier termination as herein provided.

                  (2)      Except as otherwise provided in this Section 10 or in
         the Optionee's Agreement, an option granted to any employee optionee
         who ceases to be an employee of the Company or one of its subsidiaries
         shall terminate on the 90th business day after the date such optionee
         ceases to be an employee of the Company or one of its subsidiaries, or
         on the date on which the option expires by its terms, whichever occurs
         first.

                  (3)      If such termination of employment is because of
         dismissal for cause or because the employee is in breach of any
         employment agreement, such option will terminate immediately on the
         date the optionee ceases to be an employee of the Company or one of its
         subsidiaries.

                  (4)      If such termination of employment is because the
         optionee has become permanently disabled (within the meaning of Section
         22(e)(3) of the Code), such option shall terminate on the last day of
         the twelfth month from the date such optionee ceases to be an employee,
         or on the date on which the option expires by its terms, whichever
         occurs first.

                  (5)      In the event of the death of any optionee, any option
         granted to such optionee shall terminate on the last day of the twelfth
         month from the date of death, or on the date on which the option
         expires by its terms, whichever occurs first.

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                  (6)      Notwithstanding subparagraphs (2), (3), (4) and (5)
         above, the Committee shall have the authority to extend the expiration
         date of any outstanding option in circumstances in which it deems such
         action to be appropriate, provided that no such extension shall extend
         the term of an option beyond the date on which the option would have
         expired if no termination of the optionee's employment had occurred.

         (b)      Exercisability.

                  (1)      An option granted to an employee optionee who ceases
         to be an employee of the Company or one of its subsidiaries shall be
         exercisable only to the extent that the right to purchase shares under
         such option has accrued and is in effect on the date such optionee
         ceases to be an employee of the Company or one of its subsidiaries.

                  (2)      In the event of the death of any optionee, the option
         granted to such optionee may be exercised by the estate of such
         optionee, or by any person or persons who acquired the right to
         exercise such option by bequest or inheritance or by reason of the
         death of such optionee.

         11.      TRANSFERABILITY.

         The right of any optionee to exercise any option granted to him or her
shall not be assignable or transferable by such optionee otherwise than by will
or the laws of descent and distribution, except that an optionee may transfer
options that are not ISOs granted under Plan to the optionee's spouse or
children or to a trust or partnership for the benefit of the optionee or the
optionee's spouse or children. ISOs shall be exercisable during the lifetime of
such optionee only by the optionee. Any option granted under the Plan shall be
null and void and without effect upon the bankruptcy of the optionee to whom the
option is granted, or upon any attempted assignment or transfer, except as
herein provided, including without limitation any purported assignment, whether
voluntary or by operation of law, pledge, hypothecation or other disposition,
attachment, divorce, trustee process or similar process, whether legal or
equitable, upon such option.

         12.      ADJUSTMENT FOR RECAPITALIZATIONS, REORGANIZATIONS AND OTHER
EVENTS.

         (a)      In the event that the outstanding shares of the Common Stock

of the Company are changed into or exchanged for a different number or kind of
shares or other securities of the Company or of another corporation by reason of
any reorganization, merger, consolidation, recapitalization, reclassification,
stock split-up, combination of shares, or dividends payable in capital stock,
appropriate adjustment shall be made in the number and kind of shares as to
which options and stock awards may be granted under the Plan and as to which

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outstanding options or awards or portions thereof then unexercised shall be
exercisable, to the end that the proportionate interest of the optionee or award
recipient shall be maintained as before the occurrence of such event; such
adjustment in outstanding options shall be made without change in the total
price applicable to the unexercised portion of such options and with a
corresponding adjustment in the option price per share.

         (b)      In addition, unless otherwise determined by the Committee in
its sole discretion, in the case of any (i) sale or conveyance to another entity
of all or substantially all of the property and assets of the Company or (ii)
Change in Control (as hereinafter defined) of the Company, the purchaser(s) of
the Company's assets or stock may, in his, her or its discretion, deliver to the
optionee the same kind of consideration that is delivered to the shareholders of
the Company as a result of such sale, conveyance or Change in Control, or the
Committee may cancel all outstanding options in exchange for consideration in
cash or in kind, which consideration in both cases shall be equal in value to
the value of those shares of stock or other securities the optionee would have
received had the option been exercised (to the extent then exercisable) and no
disposition of the shares acquired upon such exercise been made prior to such
sale, conveyance or Change in Control, less the option price therefor. Upon
receipt of such consideration by the optionee, his or her option shall
immediately terminate and be of no further force and effect. The value of the
stock or other securities the optionee would have received if the option had
been exercised shall be determined in good faith by the Committee of the
Company, and in the case of shares of the Common Stock of the Company, in
accordance with the provisions of Section 7 hereof. The Committee shall also
have the power and right to accelerate the exercisability of any options,
notwithstanding any limitations in this Plan or in the Agreement upon such a
sale, conveyance or Change in Control. Upon such acceleration, any options or
portion thereof originally designated as incentive stock options that no longer
qualify as incentive stock options under Section 422 of the Code as a result of
such acceleration shall be redesignated as non-qualified stock options. To the
extent permitted by law, upon such a sale, conveyance or a Change of Control the
Committee may, in its sole discretion, amend any Award Agreement issued under
the Plan in such manner as it deems appropriate, including without limitation,
by amendments that advance the dates upon which any or all outstanding awards
shall become free of restrictions or shall become issued or payable, or that
advance the dates upon which any or all outstanding awards shall terminate. For
purposes of the Plan, a "Change of Control" shall be deemed to have occurred if
any of the following conditions have occurred: (1) the merger or consolidation
of the Company with another entity where the Company is not the surviving entity
and where after the merger or consolidation (i) its stockholders prior to the
merger or consolidation hold less than 50% of the voting stock of the surviving
entity and (ii) its Directors prior to the merger or consolidation are less than
a majority of the Board of the surviving entity; (2) the sale of all or
substantially all of the Company's assets to a third party and subsequent to the

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transaction (i) its stockholders hold less than 50% of the stock of said third
party and (ii) its Directors are less than a majority of the Board of said third
party; or (3) a transaction or series of related transactions, including a
merger of the Company with another entity where the Company is the surviving
entity, whereby (i) 50% or more of the voting stock of the Company after the
transaction(s) is owned actually or beneficially by parties who held less than
thirty percent (30%) of the voting stock, actually or beneficially, prior to the
transaction(s) and (ii) its Board of Directors after the transaction(s) or
within sixty (60) days thereof, is comprised of less than a majority of the
Directors serving prior to the transaction(s).

         (c)      Upon dissolution or liquidation of the Company, all options
granted under this Plan shall terminate, but each optionee (if at such time in
the employ of or otherwise associated with the Company or any of its
subsidiaries) shall have the right, immediately prior to such dissolution or
liquidation, to exercise his or her option to the extent then exercisable. The
Committee shall have the right to accelerate the vesting of any award or take
such other action with respect thereto as the Committee shall in its sole
discretion determine in the event of any contemplated dissolution or liquidation
of the Company.

         (d)      No fraction of a share shall be purchasable or deliverable
upon the exercise of any option or stock award, but in the event any adjustment
hereunder of the number of shares covered by the option or award shall cause
such number to include a fraction of a share, such fraction shall be adjusted to
the nearest smaller whole number of shares.

         13.      NO SPECIAL EMPLOYMENT RIGHTS.

         Nothing contained in the Plan or in any option granted under the Plan
shall confer upon any option holder any right with respect to the continuation
of his employment by the Company (or any subsidiary) or interfere in any way
with the right of the Company (or any subsidiary), subject to the terms of any
separate employment agreement to the contrary, at any time to terminate such
employment or to increase or decrease the compensation of the option holder from
the rate in existence at the time of the grant of an option. Whether an
authorized leave of absence, or absence in military or government service, shall
constitute termination of employment shall be determined by the Committee at the
time.

         14.      WITHHOLDING.

         The Company's obligation to deliver shares upon settlement of an award
or upon the exercise of any option granted under the Plan, or to make any cash
payment in connection with an award, and any payments or transfers under Section
12 hereof, shall be subject to the option or award holder's satisfaction of all
applicable Federal, state, local and foreign governmental tax withholding

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requirements. Whenever cash is to be paid pursuant to an award under the Plan,
the Company shall be entitled to deduct therefrom an amount sufficient in its
opinion to satisfy all applicable tax withholding requirements related to such
payment. Whenever shares of Common Stock are to be delivered pursuant to an
award or the exercise of an option under the Plan, the Company shall be entitled
to require as a condition of delivery that the option or award holder remit to
the Company an amount sufficient in the opinion of the Company to satisfy all
applicable tax withholding requirements related thereto. With the approval of
the Committee, which it shall have sole discretion to grant, and on such terms
and conditions as the Committee may impose, the option or award holder may
satisfy the foregoing condition by electing to have the Company withhold from
delivery shares having a value equal to the amount of tax to be withheld. The
Committee shall also have the right to require that shares be withheld from
delivery to satisfy such condition. In the event that shares are used to satisfy
a tax withholding obligation under this Plan, the repurchased or withheld shares
shall not represent an amount in excess of the Company's minimum statutory tax
withholding obligation (based on minimum statutory withholding rates for federal
and state tax purposes, including payroll taxes, that are applicable to such
supplemental income).

         15.      RESTRICTIONS ON ISSUE OF SHARES.

         (a)      Notwithstanding the provisions of Section 8, the Company may
delay the issuance of shares covered by the exercise of an option and the
delivery of a certificate for such shares until the delivery or distribution of
any shares issued under this Plan complies with all applicable laws (including
without limitation, the Securities Act of 1933, as amended), and with the
applicable rules of any stock exchange upon which the shares of the Company are
listed or traded.

         (b)      It is intended that all exercises of options shall be
effective, and the Company shall use its best efforts to bring about compliance
with all applicable legal and regulatory requirements within a reasonable time,
except that the Company shall be under no obligation to qualify shares or to
cause a registration statement or a post-effective amendment to any registration
statement to be prepared for the purpose of covering the issue of shares in
respect of which any option may be exercised, except as otherwise agreed to by
the Company in writing.

         16.      LOANS.

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         The Company may not make loans to optionees to permit them to exercise
options.

         17.      MODIFICATION OF OUTSTANDING OPTIONS.

         The Committee may authorize the amendment of any outstanding option
with the consent of the optionee when and subject to such conditions as are
deemed to be in the best interests of the Company and in accordance with the
purposes of this Plan.

         18.      APPROVAL OF SHAREHOLDERS.

         The Plan shall take effect as of the date of adoption by the Board of
Directors. The Plan shall be submitted for approval by the vote of shareholders
holding at least a majority of the voting stock of the Company voting in person
or by proxy at a duly held shareholders' meeting, or by written consent of
shareholders holding at least a majority of the voting stock of the Company,
within twelve (12) months after the adoption of the Plan by the Board of
Directors. No options or awards granted on or after the next annual meeting of
the shareholders of the Company which occurs after approval of this Plan by the
Board of Directors shall take effect or be exercisable unless shareholder
approval is obtained in accordance with the previous sentence.

         19.      TERMINATION AND AMENDMENT.

         Unless sooner terminated as herein provided, the Plan shall terminate
ten (10) years from the date upon which the Plan was duly adopted by the Board
of Directors of the Company. The Board of Directors may at any time terminate
the Plan or make such modification or amendment thereof as it deems advisable;
provided, however, that the Board of Directors may not terminate, modify, or
amend the Plan without shareholder approval if such shareholder approval is
expressly required by applicable law. The Committee may terminate, amend or
modify any outstanding option without the consent of the option holder,
provided, however, that, except as provided in Section 12, without the consent
of the optionee, the Committee shall not change the number of shares subject to
an option, nor the exercise price thereof, nor extend the term of such option.

         20.      RESERVATION OF STOCK.

         The Company shall at all times during the term of the Plan reserve and
keep available such number of shares of stock as will be sufficient to satisfy
the

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requirements of the Plan and shall pay all fees and expenses necessarily
incurred by the Company in connection therewith.

         21.      NOTICES.

         Any communication or notice required or permitted to be given under the
Plan shall be in writing, and mailed by registered or certified mail or
delivered by hand, if to the Company, to its principal place of business,
attention: President, and, if to an optionee, to the address as appearing on the
records of the Company.

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                         APPENDIX A - ISRAELI RESIDENTS

                    NETEGRITY INC. 2000 STOCK INCENTIVE PLAN

1. SPECIAL PROVISIONS FOR PERSONS WHO ARE ISRAELI RESIDENTS

         1.1      This Appendix (the "APPENDIX") to the Netegrity, Inc. 2000
Stock Incentive Plan, as amended as of August 8, 2001 (the "PLAN") is effective
as of __________, 2004 (the "EFFECTIVE DATE").

         1.2      The provisions specified hereunder apply only to persons who
are deemed to be residents of the State of Israel for tax purposes.

         1.3      This Appendix applies with respect to (a) options to purchase
Shares and (b) Shares issued directly, where such options or Shares are granted
or issued, respectively, under the Plan. The purpose of this Appendix is to
establish certain rules and limitations applicable to Options and Shares which
may be granted or issued under the Plan from time to time , in compliance with
the securities and other applicable laws currently in force in the State of
Israel. Except as otherwise provided by this Appendix, all grants made pursuant
to this Appendix shall be governed by the terms of the Plan. This Appendix is
applicable only to grants made after the Effective Date. This Appendix complies
with, and is subject to the ITO and Section 102.

         1.4      The Plan and this Appendix shall be read together. In any case
of contradiction, whether explicit or implied, between the provisions of this
Appendix and the Plan, the provisions of this Appendix shall govern.

2. DEFINITIONS

         Capitalized terms shall have the meaning assigned to them in the Plan.
The following additional definitions will apply to grants made pursuant to this
Appendix:

         2.1      "3(I) OPTION" means an Option which is subject to taxation
pursuant to Section 3(I) of the ITO which has been granted to any person who is
not an Eligible 102 Optionee.

         2.2      "102 CAPITAL GAINS TRACK" means the tax alternative set forth
in Section 102(b)(2) of the ITO pursuant to which income resulting from the sale
of Shares (including Shares derived from Options) is taxed as a capital gain.

         2.3      "102 CAPITAL GAINS TRACK GRANT" means a 102 Trustee Grant
qualifying for the special tax treatment under the 102 Capital Gains Track set
forth in Section 102, specifically subsection (b)(2) thereof.

         2.4      "102 ORDINARY INCOME TRACK" means the tax alternative set
forth in Section 102(b)(1) of the ITO pursuant to which income resulting from
the sale of Shares (including Shares derived from Options) is taxed as ordinary
income.

         2.5      "102 ORDINARY INCOME TRACK GRANT" means a 102 Trustee Grant
qualifying for the ordinary income tax treatment under the 102 Capital Gains
Track set forth in Section 102, specifically subsection (b)(1) thereof.

         2.6      "102 TRUSTEE GRANT" means an Option, or Shares granted or
issued, as the case may be, pursuant to Section 102(b) of the ITO and held in
trust by a Trustee for the benefit of the Optionee, and includes both 102
Capital Gains Track Grants and 102 Ordinary Income Track Grants.

         2.7      "AFFILIATE" means any "employing Company" within the meaning
of Section 102(a) of the ITO.

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         2.8      "COMPANY" means Netegrity, Inc.

         2.9      "CONTROLLING SHAREHOLDER" means, pursuant to Section 32(9) of
the ITO, an employee who prior to the grant or as a result of the exercise of
any Option, holds or would hold, directly or indirectly, in his name or with a
relative (as defined in the ITO) (i) 10% of the outstanding shares of the
Company, (ii) 10% of the voting power of the Company, (iii) the right to hold or
purchase 10% of the outstanding equity or voting power, (iv) the right to obtain
10% of the "profit" of the Company (as defined in the ITO), or (v) the right to
appoint a director of the Company, or as such definition is amended or replaced
from time to time.

         2.10     "ELECTION" means the Company's choice of the type (as between
capital gains track or ordinary income track) of 102 Trustee Grants it will make
under the Plan, as filed with the ITA.

         2.11     "ELIGIBLE 102 OPTIONEE" means a person who is employed by the
Company or its Affiliates, including an individual who is serving as a director
or an office holder, but excluding a Controlling Shareholder.

         2.12     "FAIR MARKET VALUE" shall have the meaning ascribed to it in
the Plan; provided, however, that with respect to 102 Capital Gains Track Grants
only, for the sole purpose of determining tax liability pursuant to Section
102(b)(3) of the ITO, if at the date of grant the Company's shares are listed on
any established stock exchange or a national market system or if the Company's
shares will be registered for trading within ninety (90) days following the date
of grant, the fair market value of the Shares at the date of grant shall be
determined in accordance with the average value of the Company's shares on the
thirty (30) trading days preceding the date of grant or on the thirty (30)
trading days following the date of registration for trading, as the case may be.

         2.13     "ITA" means the Israeli Tax Authorities.

         2.14     "ITO" means the Israeli Income Tax Ordinance (New Version)
1961 and the rules, regulations, orders or procedures promulgated thereunder and
any amendments thereto, including specifically the Rules, all as may be amended
from time to time.

         2.15     "NON-TRUSTEE GRANT" means an Option or Shares of Common Stock
granted or issued pursuant to Section 102(c) of the ITO and not held in trust by
a Trustee.

         2.16     "OPTION AGREEMENT" means the Option Agreement executed by the
Company and the Optionee, including the Notice of Grant attached thereto.

         2.17     "OPTIONS" means a Non-Qualified Option granted pursuant to the
Terms and Conditions of the Plan and the Appendix.

         2.18     "REQUIRED HOLDING PERIOD" means the requisite period
prescribed by the ITO and the Rules, or such other period as may be required by
the ITA, during which Options or Common Stock granted by the Company must be
held by the Trustee for the benefit of the person to whom it was granted, as
amended or replaced from time to time. The Required Holding Period for 102
Capital Gains Track Grants pursuant to the provisions of the ITO is currently
defined in Section 102 as twenty-four (24) months from the end of the tax year
during which the Options are granted.

         2.19     "RULES" means the Income Tax Rules (Tax benefits in Stock
Issuance to Employees) 5763-2003.

         2.20     "SECTION 102" means the provisions of Section 102 of the ITO,
as amended from time to time, including by the Law Amending the Income Tax
Ordinance (Number 132) 2002, effective as of January 1, 2003.

         2.21     "SHARES" means authorized but unissued or reacquired shares of
Common Stock of the Company, par value $0.01 per share (or as adjusted pursuant
to the Plan).

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         2.22     "TRUST AGREEMENT"

         2.23     "TRUSTEE" means a person designated by the Board to serve as a
trustee and approved by the ITA in accordance with the provisions of Section
102(a) of the ITO.

3. TYPES OF GRANTS AND SECTION 102 ELECTION

         3.1      102 Trustee Grants made pursuant to Section 102, whether as
grants of Options or as issuances of Shares of Common Stock under the Plan,
shall be made pursuant to either (a) Section 102(b)(2) of the ITO as 102 Capital
Gains Track Grants or (b) Section 102(b)(1) of the ITO as 102 Ordinary Income
Track Grants. The Company's Election regarding the type of 102 Trustee Grant it
chooses to make must be filed with the ITA. Once the Company has filed such
Election, it may change the type of 102 Trustee Grant that it chooses to make
only after the passage of at least 12 months from the end of the calendar year
in which the first grant was made in accordance with the previous Election, in
accordance with Section 102. For the avoidance of doubt, such Election shall not
prevent the Company from granting Non-Trustee Grants.

         3.2      Eligible 102 Optionees may receive only 102 Trustee Grants or
Non-Trustee Grants. Optionees who are not Eligible 102 Optionees may be granted
only 3(I) Options under this Appendix.

         3.3      No 102 Trustee Grants may be made effective pursuant to this
Appendix until 30 days after the requisite filings required by the ITO and the
Rules have been made with the ITA.

         3.4      The option agreement or documents evidencing the Options
granted or Shares issued pursuant to the Plan and this Appendix shall indicate
whether the grant is a 102 Trustee Grant, a Non-Trustee Grant or a 3(I) Grant;
and, if the grant is a 102 Trustee Grant, whether it is a 102 Capital Gains
Track Grant or a 102 Ordinary Income Track Grant.

4. TERMS AND CONDITIONS OF 102 TRUSTEE OPTIONS

         4.1      Each 102 Capital Gains Track Grant will be deemed granted on
the date stated in a written notice by the Company, provided that on or before
such date (i) the Company has provided such notice to the Trustee and (ii) the
Optionee has signed all documents required pursuant to this Section 4.

         4.2      102 Trustee Grant Options granted to an Optionee during the
Required Holding Period shall be held in trust for the benefit of the Optionee
for the Required Holding Period, and each certificate for Shares acquired
pursuant to the exercise thereof or issued directly as a Shares during the
Required Holding Period shall be issued to and registered in the name of a
Trustee. After termination of the Required Holding Period, the Trustee may
release such Options and any such Shares, provided that (i) the Trustee has
received an acknowledgment from the Israeli Income Tax Authority that the
Optionee has paid any applicable tax due pursuant to the ITO or (ii) the Trustee
and/or the Company or its Affiliate withholds any applicable tax due pursuant to
the ITO. The Trustee shall not release any Options granted as 102 Trustee Grants
or Shares issued upon exercise of such Option prior to the full payment of the
Optionee's tax liabilities.

         4.3      Each 102 Trustee Grant (whether a 102 Capital Gains Track
Grant or a 102 Ordinary Income Track Grant, as applicable) shall be subject to
the relevant terms of Section 102 and the ITO, which shall be deemed an integral
part of the 102 Trustee Grant and which shall prevail over any term contained in
the Plan, this Appendix or the Option Agreement that is not consistent
therewith. Any provision of the ITO and any approvals by the Income Tax
Commissioner not expressly specified in the Plan, this Appendix or the Option
Agreement which are necessary to receive or maintain any tax benefit pursuant to
the Section 102 shall be binding on the Optionee. The Trustee and the Optionee
granted a 102 Trustee Grant shall comply with the ITO,

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and the terms and conditions of the Trust Agreement. For avoidance of doubt, it
is reiterated that compliance with the ITO specifically includes compliance with
the Rules. Further, the Optionee agrees to execute any and all documents which
the Company or the Trustee may reasonably determine to be necessary in order to
comply with the ITO and, particularly, the Rules.

         4.4      During the Required Holding Period, the Optionee shall not
require the Trustee to release or sell the Options or Shares and other shares
received subsequently following any realization of rights derived from Shares or
Options (including stock dividends) to the Optionee or to a third party, unless
permitted to do so by applicable law. Notwithstanding the foregoing, the Trustee
may, pursuant to a written request, release and transfer such Shares to the
Optionee or to a designated third party, provided that both of the following
conditions have been fulfilled prior to such transfer: (i) payment has been
rendered to the tax authorities of all taxes required to be paid upon the
release and transfer of the shares, and confirmation of such payment has been
received by the Trustee and (ii) the Trustee has received written confirmation
from the Company that all requirements for such release and transfer have been
fulfilled according to the terms of the Company's corporate documents, the Plan,
this Appendix and the Option Agreement and any applicable law. To avoid doubt,
such sale or release during the Required Holding Period will result in adverse
tax ramifications under Section 102 of the ITO and the Rules and/or any other
regulations or orders or procedures promulgated thereunder, which shall apply to
and shall be borne solely by such Optionee.

         4.5      In the event a stock dividend is declared on Shares which
derive from Options granted as 102 Trustee Grants, such dividend shall also be
subject to the provisions of this Section 4 and the Required Holding Period for
such dividend shares shall be measured from the commencement of the Required
Holding Period for the Option or Shares with respect to which the dividend was
declared.

         4.6      If an Option granted as a 102 Trustee Grant is exercised
during the Required Holding Period, the Shares issued upon such exercise shall
be issued in the name of the Trustee for the benefit of the Optionee. If such an
Option is exercised after the Required Holding Period ends, the Shares issued
upon such exercise shall, at the election of the Optionee, either (i) be issued
in the name of the Trustee, or (ii) be transferred to the Optionee directly,
provided that the Optionee first complies with all applicable provisions of the
Plan.

5. ASSIGNABILITY

         As long as Options or Shares are held by the Trustee on behalf of the
Eligible 102 Optionee, all rights of the Eligible 102 Optionee over the shares
are personal, can not be transferred, assigned, pledged or mortgaged, other than
by will or laws of descent and distribution.

6. TAX CONSEQUENCES

         6.1      Any tax consequences arising from the grant or exercise of any
Option, from the payment for Shares covered thereby, or from any other event or
act (of the Company, and/or its Affiliates, and the Trustee or the Optionee),
hereunder, shall be borne solely by the Optionee, with the exception of taxes
imposed upon the Company or its Affiliate by law, such as the employer's
component of payments to the National Insurance Institute. The Company and/or
its Affiliates, and/or the Trustee shall withhold taxes according to the
requirements under the applicable laws, rules, and regulations, including
withholding taxes at source. Furthermore, the Optionee shall agree to indemnify
the Company and/or its affiliates and/or the Trustee and hold them harmless
against and from any and all liability for any such tax or interest or penalty
thereon, including without limitation, liabilities relating to the necessity to
withhold, or to have withheld, any such tax from any payment made to the
Optionee for which the Optionee is responsible, including specifically any
additional tax liability the Company may incur as a result of the exercise of
Options or any transfer effected prior to conclusion of the applicable Required
Holding Period. The Company or any of its Affiliates and the

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Trustee may make such provisions and take such steps as it/they may deem
necessary or appropriate for the withholding of all taxes required by law to be
withheld with respect to Options granted under the Plan and the exercise
thereof, including, but not limited to (i) deducting the amount so required to
be withheld from any other amount then or thereafter payable to a Optionee,
and/or (ii) requiring a Optionee to pay to the Company or any of its Affiliates
the amount so required to be withheld as a condition of the issuance, delivery,
distribution or release of any Shares. In addition, the Optionee will be
required to pay any amount that exceeds the tax to be withheld and transferred
to the tax authorities, pursuant to applicable Israeli tax laws and regulations.

         6.2      With respect to Non-Trustee Grants, if the Optionee ceases to
be employed by the Company or any Affiliate, the Optionee shall extend to the
Company and/or its Affiliate a security or guarantee for the payment of tax due
at the time of sale of Shares, all in accordance with the provisions of Section
102 of the ITO and the Rules.

7. GOVERNING LAW AND JURISDICTION

Notwithstanding any other provision of the Plan, with respect to Optionees
subject to this Appendix, the Plan and all instruments issued thereunder or in
connection therewith shall be governed by, and interpreted in accordance with,
the laws of the State of Israel applicable to contracts made and to be performed
therein.