<PAGE>


                 [The MacNeal-Schwendler Corporation Letterhead]


                    TERMINATION AND GENERAL RELEASE AGREEMENT

         In consideration of the covenants undertaken and releases contained 
in this Termination and General Release Agreement (the "Agreement"), and for 
other good and valuable consideration, receipt of which is hereby 
acknowledged, The MacNeal-Schwendler Corporation ("the Company") and George 
N. Riordan ("Riordan") agree as follows:

         1.  Riordan's employment with the Company and his status as an 
officer, employee or director (if applicable) with any subsidiaries of the 
Company is to be terminated effective January 31, 1999. All employment 
obligations, accruals, benefits, payments, and other obligations (except as 
expressly provided in paragraph 2 below) shall cease as of that date; 
provided, that nothing herein shall affect Riordan's relationship with the 
Company as a member of the Company's Board of Directors pursuant to 
arrangements which are to be deemed outside the scope of this Agreement. 
Riordan acknowledges receipt of full payment of salary and all other 
applicable benefits through January 31, 1999, as required by previous 
obligations and by law. Riordan shall have the option to convert and continue 
health insurance coverage as provided under federal law (COBRA).

         2.  (a) Any and all stock options held by Riordan will be treated as 
provided on Schedule A hereto; and to the extent the terms of these options 
as provided on Schedule A are modified to be different from the terms 
contained in the Stock Option Agreements that they were issued under, the 
terms contained in Schedule A shall control and the Stock Option Agreements 
are hereby modified to conform to Schedule A (including, but not limited to, 
with respect to vesting, exercisability, cancellation and option termination 
date). However, Riordan and the Company agree that Riordan will not be 
granted any "Reload Options" as such term is defined in the Stock Option 
Agreements.

              (b) Riordan shall receive a one-time payment of $100,000 on
         January 31, 1999 with appropriate withholdings and authorized
         deductions as in effect at the time of termination.

              (c) Riordan and the Company agree that the Change in Control
         Agreement between Riordan and the Company dated as of November 16,
         1998, a copy of which is attached as Schedule B, is hereby terminated.


<PAGE>


              (d) If Riordan elects to exercise his rights under COBRA to
         continue the medical benefits provided under the Company medical plan
         in which he was participating, the Company shall continue to pay the
         same amount towards the premium as it paid towards the premium
         immediately prior to the termination to continue Riordan's medical
         coverage for a period not to exceed 12 months after the termination
         date. Other than the Company's payment to Riordan of the premium,
         Riordan shall be subject to all of the terms and conditions of the
         Company's medical plan that are applicable to the Company's other
         employees. The Company's obligation under this subparagraph (e) shall
         terminate immediately upon Riordan's commencing employment with another
         employer and becoming eligible to participate in the medical plan
         offered by the new employer or if Riordan becomes otherwise ineligible
         for continuance of medical insurance coverage under COBRA. Riordan
         agrees to notify the Company in writing immediately of the fact that he
         has accepted new employment and to provide the Company with a copy of
         his new employer's medical insurance.

              (e) The Company will continue Riordan's participation in its
         current Company Automobile Benefits Program until April 30, 1999.
         Riordan's continued participation in that program through April 30,
         1999 will be subject to all the terms and conditions of that program
         which are in effect and applicable to other Company executives
         participating in that program.

              (f) Riordan's entitlement to the compensation and benefits
         described in this Agreement is expressly conditioned upon his execution
         of the Company's current Separation Non-Disclosure Agreement.

         3.  Except for those obligations expressly set forth in this 
Agreement, indemnification under existing charter documents or contracts for 
third party claims relating to Riordan's activities and capacities relating 
to the Company prior to the date hereof, and future obligations arising under 
the agreements relating to the stock options referenced on Schedule A, 
Riordan hereby acknowledges full and complete satisfaction of and releases 
and discharges and covenants not to sue the Company, its subsidiaries, parent 
and affiliated corporations, past and present, and each of them, as well as 
its and their directors, officers, shareholders, representatives, assignees, 
successors, agents and Riordan's, past and present, and each of them 
(individually and collectively, "Releasees") from and with respect to any and 
all claims, wages, agreements, obligations, demands and causes of action, 
known or unknown, suspected or unsuspected, of any nature whatsoever arising 
out of or in any way related to any transactions, occurrences, statements, 
acts or omissions occurring on or prior to the date of this Agreement 
(individually and collectively the "Claims") whether based on contract, tort, 
statute or any other source. Such Claims include but are not limited to those 
arising out of or in any way connected with Riordan's employment relationship 
with the Company, or termination thereof, such as and without limiting the 
generality of the foregoing, any Claim for employment, wages, severance pay, 
vacation pay, stock option, bonus or similar benefit, sick leave, pension, 
retirement, vacation pay, life insurance, health, medical or disability 
insurance or 


                                       2


<PAGE>


any other fringe benefit, workers' compensation or disability, and any claim 
under Title VII of the Civil Rights Act of 1964, the Age Discrimination in 
Employment Act, the Americans with Disabilities Act, the Family and Medical 
Leave Act, the California Fair Employment and Housing Act, the California 
Family Rights Act, or any other federal, state or local law, regulation or 
ordinance. If by operation of law there are any Claims which are not deemed 
fully discharged and satisfied by the releases herein, then the value of the 
above consideration shall be credited and applied against any liability or 
debt to Riordan which the Company may have pursuant to any such unreleased 
Claim(s); provided, that such credit shall not exceed 90% of the amount of 
the full value of the above consideration.

         4.  The parties intend the releases of this Agreement to be as 
comprehensive as permitted by law, and to be effective as a bar to every 
Claim, demand and cause of action stated above, whether known or unknown, 
suspected or unsuspected, even if Riordan later discovers additional or 
different claims or facts which if known at the time of executing this 
Agreement may have affected this settlement. Riordan hereby expressly waives 
any rights and benefits conferred by Section 1542 of the California Civil 
Code, with provides that, "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH 
THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF 
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED 
HIS SETTLEMENT WITH THE DEBTOR."

         5.  Riordan expressly acknowledges and agrees that, by entering into 
this Agreement, Riordan is waiving any and all rights or claims that he may 
have arising under the Age Discrimination in Employment Act of 1967, as 
amended, which have arisen on or before the date of execution of this 
Agreement. In furtherance of this intention, Riordan expressly acknowledges 
and agrees that:

                  (a) In return for this Agreement, Riordan will receive
         compensation and consideration beyond that to which Riordan was already
         entitled to receive before entering into this Agreement;

                  (b) Riordan has been advised by the Company, and is hereby
         advised in writing by this Agreement, to consult with an attorney
         before signing this Agreement;

                  (c) Riordan was given a copy of this Agreement on February 17,
         1999, and informed that Riordan has up to twenty one (21) calendar days
         within which to consider it, although Riordan may sign and return it
         sooner if Riordan wishes to do so; and

                  (d) Riordan has been informed, and is hereby informed, that
         Riordan has seven (7) days following his signature of the Agreement, in
         which to revoke this Agreement and return the payment made pursuant to
         Section 2(b) hereof. 


                                       3


<PAGE>


         Such revocation must be in writing and hand-delivered to the Company 
         during or at the end of the seven-day period. If there is no such 
         revocation, this Agreement shall become binding and effective upon 
         expiration of the seven-day period.

         6.  If any provision of this Agreement or its application is held 
invalid, the invalidity shall not affect other provisions or applications of 
the Agreement which can be given effect without the invalid provisions or 
application and, therefore, the provisions of this Agreement are declared to 
be severable. This Agreement may be modified only by a writing signed by the 
parties. Riordan agrees to keep the terms of this Agreement confidential.

         7.  Any dispute or controversy between Riordan, on the one hand, and 
the Company (or any other Releasee), on the other hand, in any way arising 
out of, related to, or connected in any way with this Agreement or any 
subject matter related thereto, and otherwise cognizable in a court, shall 
instead be resolved through final and binding arbitration in Los Angeles, 
California, pursuant to California Civil Procedure Code ss.ss. 1282-1284.2, 
with the exception of Sections 1283 and 1283.05.

         The undersigned acknowledge that they have carefully read this 
Agreement, and that they fully understand its terms. They understand that it 
includes a full and final release and settlement of all Claims of any kind 
which Riordan may have against the Company or other Releasees, as of the date 
of signing, whether or not such claims are currently known or suspected, and 
they voluntarily sign it with such understanding.

         EXECUTED this 4th day of March 1999, at Los Angeles, California.


/s/ George N. Riordan
______________________________
George N. Riordan



The MacNeal-Schwendler Corporation

     /s/ Frank Perna
By:  ________________________________
      Frank Perna
Its:  Chairman of the Board and Chief Executive Officer


                                       4


<PAGE>

SCHEDULE A FOR GEORGE N. RIORDAN
<TABLE>
<CAPTION>
                                                  Unvested    Unvested    Exercisable   Exercisable
                    Originally                    Prior to      After       Prior to       After       Termination
 No.   Option Date    Granted    Price    Vested  1/31/99    1/31/1999*     1/31/99      1/31/99     Date of Option
<S>    <C>          <C>         <C>      <C>      <C>         <C>          <C>           <C>          <C>
1503     1/3/95       2,000     $10.500    2,000      -           -          2,000         2,000         1/3/00
1512    3/15/95      10,000     $12.500   10,000      -           -         10,000        10,000         3/15/00
1587     1/2/96       3,000     $15.875    3,000      -           -          3,000         3,000         1/2/01
1594     1/2/97       3,000      $7.750    3,000      -           -          3,000         3,000         1/2/02
1908     1/2/98       3,000      $9.750    3,000      -           -          3,000         3,000         1/2/03
2298    7/15/98     125,000      $9.000     -      125,000     62,500           -         62,500         1/31/04

Total               146,000               21,000   125,000     62,500       21,000        83,500
</TABLE>
*These options will be cancelled as of January 31, 1999.

<PAGE>

                                                             SCHEDULE B

                                                    CHANGE IN CONTROL AGREEMENT






<PAGE>


                 [The MacNeal-Schwendler Corporation Letterhead]


November 16, 1998


Mr. George N. Riordan
c/o The MacNeal-Schwendler Corporation
815 Colorado Boulevard
Los Angeles, California 90041-1777


       Re:    CHANGE IN CONTROL AGREEMENT


Dear Mr. Riordan:

       The MacNeal-Schwendler Corporation (the "Company") considers the 
establishment and maintenance of sound and vital management to be essential 
to protecting and enhancing the best interests of the Company and its 
stockholders. The Company also considers it essential to the best interests 
of the Company and its stockholders that its key management personnel be 
encouraged to remain with the Company and continue to devote full attention 
to the Company's business in the event an effort is made to obtain control of 
the Company through a tender offer or otherwise.  In this connection, the 
Company recognizes that the possibility of a change in control and the 
uncertainty and questions which it may raise may result in the departure or 
distraction of key management personnel to the detriment of the Company and 
its stockholders.  Although no such change in control is currently 
anticipated, the board of directors of the Company has determined that 
appropriate steps should be taken to reinforce and encourage the continued 
attention and dedication of key members of the Company's management to their 
assigned duties without distraction in the face of the potentially disturbing 
circumstances arising from the possibility of a change in control of the 
Company.

       The Board recognizes that your contributions to the past and future
growth and success of the Company have been substantial.  Should the Company
receive any proposal from a third person concerning a possible business
combination with, or acquisition of equity securities of, the Company, the board
believes it imperative that the Company and the board be able to rely upon you
to continue in your position, and that the Company be able to receive and rely
upon your advice, if so requested, as to the best interests of the Company and
its stockholders without concern that you might be distracted by the personal
uncertainties and risks created by such a proposal.  Should the Company receive
any such proposals, in addition to your regular duties, you may be called upon
to assist in the assessment of such proposals, advise management as to whether
such proposals would be in the best interests of the Company and its
stockholders, and to take such actions as the Board might determine to be
appropriate.


                                       1


<PAGE>


       Accordingly, to assure the Company that it will have your continued
undivided attention and services and the availability of your advice and counsel
notwithstanding the possibility, threat or occurrence of a bid to take over
control of the Company, and to induce you to remain in the employ of the
Company, and for other good and valuable consideration, this letter agreement
(the "Agreement") sets forth benefits which the Company agrees will be provided
to you in the event of a Change in Control (as defined below) of the Company
prior to the expiration of this Agreement and while you are still an employee of
the Company.

1.     CHANGE IN CONTROL.  A "Change in Control" of the Company means and shall
be deemed to have occurred if and when:  (i) within the meaning of Section 13(d)
of the Securities Exchange Act of 1934, any person or group becomes a beneficial
owner, directly or indirectly, of securities of the Company representing 20% or
more of the combined voting power of the Company's then outstanding securities;
(ii) individuals who were members of the board of directors of the Company
immediately prior to a meeting of the stockholders of the Company involving a
contest for the election of directors shall not constitute a majority of the
board of directors following such election; (iii) the stockholders of the
Company approve the dissolution or liquidation of the Company; (iv) the
stockholders of the Company approve an agreement to merge or consolidate, or
otherwise reorganize, with or into one or more entities which are not
subsidiaries, as a result of which less than 50% of the outstanding voting
securities of the surviving or resulting entity are, or are to be, owned by
former stockholders of the Company (excluding from the term "former
stockholders" a stockholder who is, or as a result of the transaction in
question becomes, an "affiliate," as that term is used in the Securities
Exchange Act of 1934 and the rules promulgated thereunder, of any party to such
merger, consolidation or reorganization); or (v) the stockholders of the Company
approve the sale of substantially all of the Company's business and/or assets to
a person or entity which is not a subsidiary; PROVIDED, HOWEVER, that no Change
in Control of the Company shall be deemed to have occurred if the transaction
giving rise thereto was approved by a majority of the board of directors who
were in office immediately prior to such transaction.

2.     TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL.  If, within two
years following a Change in Control of the Company, Company terminates
Employee's employment for any reason, or if Employee terminates his employment
with the Company for any reason other than death or disability, the Company
shall pay Employee a lump sum amount equal to 2.5 times Employee's "base amount"
as defined below.  Such amount shall be payable within 10 days after such
termination of employment.

3.     ESTABLISHMENT OF TRUST; FUNDING OF TRUST UPON CHANGE IN CONTROL.  

              (a)    The Company shall establish, as soon as practicable, a 
trust for the purpose of holding assets to make any payments that may be 
required under the terms of this Agreement.  Such trust, which may be a 
sub-trust of a larger trust, shall be revocable prior to a Change in Control 
but shall become irrevocable upon a Change in Control.  Such trust shall be a 
grantor trust under which the income is taxable to the Company and no 
contributions or income are taxable to the Employee until funds are 
distributed to him.


                                       2


<PAGE>


              (b)    The trust described herein shall be initially funded 
with a contribution of $1.00.  Within 10 days following a Change in Control 
of the Company, the Company shall transfer to the trust sufficient funds to 
cover the maximum payment which could become payable to Employee under this 
Agreement in the event Employee's employment with Company is terminated 
within two years following the Change in Control.
              
4.     PARACHUTE PAYMENTS.

              (a)    Notwithstanding anything in this Agreement to the contrary,
any "parachute payments" to be made to or for the benefit of Employee, whether
pursuant to this Agreement or otherwise, shall be modified to the extent
necessary so that the requirements of either subparagraph (i) or (ii) below are
satisfied (whichever results in the greater aggregate payments):
              
              (i)    the aggregate of "present value" of all "parachute 
       payments" payable to or for the benefit of Employee, whether pursuant 
       to this Agreement or otherwise, shall be less than three times 
       Employee's "base amount"; or

              (ii)   each "parachute payment" payable to or for the benefit of
       Employee, whether pursuant to this Agreement or otherwise, shall be in an
       amount which does not exceed the "reasonable compensation" allocable to
       such "parachute payment."

              (b)    Notwithstanding anything in any other section of this
Agreement to the contrary, no "illegal parachute payments" shall be made to or
for the benefit of Employee.
              
              (c)    For purposes of this section:
              
              (i)    The term "base amount" shall have the meaning ascribed to
       it under Section 280G(b)(3) of the Internal Revenue Code of 1986, as
       amended (the "Code");

              (ii)   the term "illegal parachute payment" shall mean a payment
       described in Section 280G(b)(2)(B) of the Code;

              (iii)  the term "parachute payment" shall have the meaning
       ascribed in Section 280G(b)(2)(A) of the Code, without regard to Section
       280G(b)(2)(A)(ii) of the Code but with regard to Section 280G(b)(4)(A);

              (iv)   "present value" shall be determined in accordance with
       Section 280G(d)(4) of the Code;

              (v)    the term "reasonable compensation" shall have the meaning
       ascribed to it under Section 280G(b)(4)(B) of the Code (for personal
       services actually rendered before the date of the Change in Control of
       the Company); and


                                       3


<PAGE>


              (vi)   the portion of the "base amount" and the amount of
       "reasonable compensation" allocable to any "parachute payment" shall be
       determined in accordance with Section 280G(b)(3) of the Code and Section
       280G(b)(4)(B) of the Code, respectively.

              (d)    In the event the amount of any "parachute payments" which
would be payable to or for the benefit of Employee without regard to this
section must be modified to comply with this section, Employee shall direct
which "parachute payments" are to be waived or modified; provided, however, that
no change in timing of the payments shall be made without the consent of the
Company.
              
              (e)    Payment of amounts pursuant to this Agreement shall not, 
unless directed by Employee, be delayed pending determination of the status 
of a payment as a "parachute payment" or "illegal parachute payment" by the 
Internal Revenue Service, court or similar body of competent jurisdiction.
              
              (f)    This section shall be interpreted so as to avoid the
imposition of excise taxes on Employee under Section 4999 of the Code or the
disallowance of a deduction to the Company pursuant to Section 280G(a) of the
Code.
              
5.     TERM OF AGREEMENT.  This Agreement shall be effective until December 
31, 1999.  Either party may, in its sole discretion and for any reason, 
provide written notice of termination (effective as of the then applicable 
expiration date) to the other party no later than 60 days before the 
expiration date of this Agreement.  If written notice is not so provided, 
this Agreement shall be automatically extended for an additional period of 12 
months past the expiration date.  This Agreement shall continue to be 
automatically extended for an additional 12 months at the end of such 
12-month period and each succeeding 12-month period unless notices are given 
in the manner described in this section. The foregoing notwithstanding, in 
the event of a Change of Control the term of this Agreement will 
automatically be extended for an additional three years past the expiration 
date then in effect.

6.     SUCCESSORS.  The rights and obligations of the Company under this
Agreement shall inure to the benefit of and shall be binding upon the successors
and assigns of the Company.

7.     GOVERNING LAW.  This Agreement is made and entered into in the State of
California, and the laws of California shall govern its validity and
interpretation and the performance by the parties hereto of their respective
duties and obligations hereunder.

8.     AMENDMENT OF AGREEMENT.  This Agreement may be amended or modified only
by an instrument in writing executed by all of the parties hereto.

9.     ARBITRATION.  Any dispute, controversy, or claim arising out of or
relating to this Agreement or breach thereof, shall be submitted to arbitration
in accordance with the Voluntary Labor Arbitration Rules of the American
Arbitration Association.  Judgment upon the award rendered by the arbitration
may be entered in any court in the State of California, or in any other court of
competent jurisdiction.  In reaching his or her decision, the arbitrator shall
have no 


                                       4


<PAGE>


authority to ignore, change, modify, add to or delete from any provision of 
this Agreement, but instead is limited to interpreting this Agreement.  In 
the case of any arbitration or subsequent judicial proceeding arising after a 
Change in Control, the Employee shall be awarded his costs, including 
attorneys' fees.

10.    NOTICES.  Any notice or communications required or permitted to be given
to the parties hereto shall be delivered personally or be sent by United States
registered or certified mail, postage prepaid and return receipt requested, and
addressed or delivered as follows, or at such other address as the party
addressed may have substituted by notice pursuant to this section:

(a)    If to the Company:

                     The MacNeal-Schwendler Corporation
                     815 Colorado Boulevard
                     Los Angeles, CA  90041-1777
                     Attention:  President

(b)    If to Employee:

                     Mr. George N. Riordan
                     2225 Robles Avenue
                     San Marino, CA 91108

11.    SEVERABILITY.  In case any one or more of the provisions contained in
this Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Agreement, but this Agreement shall
be construed as if such invalid, illegal or unenforceable provision had never
been contained herein and there shall be deemed substituted such other provision
as will most nearly accomplish the intent of the parties to the extent permitted
by the applicable law.  In case this Agreement, or any one or more of the
provisions hereof, shall be held to be invalid, illegal or unenforceable within
any governmental jurisdiction or subdivision thereof, the Agreement or any such
provision thereof shall not as a consequence be deemed to be invalid, illegal or
unenforceable in any other governmental jurisdiction or subdivision thereof.

12.    COUNTERPARTS.  This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of which
shall together constitute one and the same Agreement.

The parties have executed this Agreement as of the date first written above.

Employee                           The MacNeal-Schwendler Corporation


/s/ George N. Riordan                 /s/ Thomas C. Curry
______________________________     By ______________________________
George N. Riordan                     Thomas C. Curry,
                                      President & CEO



                                       5