<PAGE>

[LOGO]                   THE MACNEAL-SCHWENDLER CORPORATION
              815 Colorado Boulevard - Los Angeles, California 90041-1777
                      Tel: (323) 258-9111 - Fax: (323) 259-3838

                    TERMINATION AND GENERAL RELEASE AGREEMENT


         In consideration of the covenants undertaken and releases contained in
this 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 Thomas C. Curry ("Curry")
agree as follows:

         1. Curry's employment as President and Chief Executive Officer of the
Company and 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 Curry'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. Curry acknowledges receipt
of full payment of salary and accrued vacation through January 31, 1999, as
required by previous obligations and by law. Curry shall have the option to
convert and continue health insurance coverage as provided under federal law
(COBRA) and Section 5(b) of the Separation Agreement between Company and Curry
(the "Separation Agreement"). Curry will be entitled to his full contribution
under the Company's 401(K) retirement plan in accordance with the Company's
normal practices for 1998. Following the date of this Agreement, Curry shall
continue to be covered by the Company's officers and other liability insurance
policies as in effect from time to time for all his activities and capacities
relating to the Company prior to the date hereof, and shall continue to be
covered by the Company's liability insurance policies applicable to directors.
Any statutory, common law and contractual rights of Curry to be indemnified,
held harmless, defended or reimbursed by or on behalf of the Company or its
affiliates or contractors with respect to his activities and capacities relating
to the Company shall not be terminated or released by this Agreement and shall
continue to be applicable to him.

         2. This Agreement does not modify or supersede the terms and conditions
of the Separation Agreement other than deleting paragraph 5(d) therein and
replacing it with the treatment of Curry's options as described in this
paragraph and on Schedule A attached hereto. Other than paragraph 5(d), the
terms and provisions of that Separation Agreement shall continue and Curry's
termination shall be deemed to be by MSC without cause, covered by Section 5
thereof. Any and all stock options held by Curry will be

                                       

<PAGE>

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, Curry and the Company agree that Curry will not 
be granted any "Reload Options" as such term is defined in the Stock Option 
Agreements. Curry and the Company agree that the Change in Control Agreement 
between Curry and the Company dated as of February 7, 1995, a copy of which 
is attached as Schedule B, is hereby terminated.

         3. Except for those obligations expressly set forth in this Agreement,
and except for future obligations arising under the Separation Agreement and
agreements relating to the stock options referenced on Schedule A, Curry 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 Curry'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 and relating to Curry's
relationships or capacities with the Company (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 Curry'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, stock option, bonus or similar benefit,
sick leave, pension, retirement, vacation pay, life insurance, health, medical
or disability insurance or 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 Curry 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 Curry later discovers additional or different claims or
facts which if known at the time of executing this Agreement may have affected
this settlement. Curry hereby expressly

                                       2

<PAGE>

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. Curry expressly acknowledges and agrees that, by entering into this
Agreement, Curry 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, Curry expressly acknowledges and agrees that:

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

                  (b) Curry 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) Curry was given a copy of this Agreement on January 31,
         1999, and informed that Curry has up to twenty one (21) calendar days
         within which to consider it, although Curry may sign and return it
         sooner if Curry wishes to do so; and

                  (d) Curry has been informed, and is hereby informed, that
         Curry has seven (7) days following his signature of the Agreement, in
         which to revoke this Agreement. 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. Curry agrees to keep the terms of this Agreement confidential.

         7. Any dispute or controversy between Curry, 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 shall be resolved in accordance with the Separation Agreement.

                                       3

<PAGE>


         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
Curry 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 15th day of Feb. 1999, at Pasadena,
California.


/s/ Thomas C. Curry
---------------------------------
Thomas C. Curry



The MacNeal-Schwendler Corporation



By: /s/ Frank Perna
----------------------------------
         Frank Perna
Its:     Chairman of the Board

                                       4

<PAGE>

SCHEDULE A FOR THOMAS C. CURRY

<TABLE>
<CAPTION>

                                                                 Unvested   Unvested     Exercisable  Exercisable
                     Originally                                  Prior to   After        Prior to     After        Termination
No.    Option Date   Granted      Price     Vested    Cancelled  1/31/99    1/31/1999*   1/31/99      1/31/99      Date of Option
<S>    <C>           <C>          <C>       <C>       <C>    
1483      12/7/94       60,000    $11.000     60,000        0         --          --        60,000       60,000       1/31/04
1504       1/1/95       70,000    $10.375     70,000        0         --          --        70,000       70,000       1/31/04
1270     12/06/95        5,000    $15.375      5,000        0         --          --         5,000        5.000       1/31/04
1575     12/06/95      100,000    $15.375     75,000        0      25,000      12,500       75,000       87,500       1/31/04
1588      3/27/96      100,000    $13.750    100,000        0         --          --       100,000      100,000       1/31/04
1601     12/11/96       20,000    $ 8.250     10,000        0      10,000       5,000       10,000       15,000       1/31/04
2257      1/14/98       50,000    $ 9.875        --         0      50,000      25,000          --        62,500       1/31/04
2288      1/15/98      125,000    $ 9.000        --         0     125,000      62,500          --        62,500       1/31/04

Total                  530,000               320,000        0     210,000     105,000      320,000      425,000

</TABLE>

*These options will be cancelled as of January 31, 1999.

                                       

<PAGE>

                                   SCHEDULE B

                           CHANGE IN CONTROL AGREEMENT




<PAGE>

[LOGO]

                      THE MACNEAL-SCHWENDLER CORPORATION
   815 Colorado Boulevard                     Los Angeles, California 90041-1777
   Tel: (213) 258-9111 - TWX: 910 321-2492 - Telex 4720462 - Fax: (213) 259-3838


February 7, 1995


Mr. Thomas C. Curry
The MacNeal-Schwendler Corporation
815 Colorado Boulevard
Los Angeles, California 90041

Dear Mr. Curry:

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 interest 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 among management 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 is 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 and the board 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.

                                       

<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 of the Company 
(as defined below) 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 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 Company 
representing 20% or more of the combined voting power of Company's then 
outstanding securities; (ii) individuals who were members of the board of 
directors of Company immediately prior to a meeting of the stockholders of 
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 Company approve the dissolution or liquidation of 
Company; (iv) the stockholders of 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 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 
Company approve the sale of substantially all of Company's business and/or 
assets to a person or entity which is not a subsidiary; PROVIDED, HOWEVER, 
that no Change in Control of 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 Company, Company terminates Employee's 
employment for any reason, or if Employee terminates his employment with 
Company for any reason other than death or disability, 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)  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

                                       -2-

<PAGE>

     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.

(b)  The trust described herein shall be initially funded with a contribution 
     of $1.00. Within 10 days following a Change in Control of Company, 
     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) before are satisfied:

     (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);

                                       -3-

<PAGE>

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 reach his or her decision, the 
arbitrator shall have no 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 or her 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 Company:

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

     (b)   If to Employee:

           Thomas C. Curry
           9992 Center Drive
           Villa Park, California 92667

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

                                       -4-

<PAGE>

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/ Thomas C. Curry                     By /s/ Richard H. MacNeal
-----------------------------              --------------------------------
Thomas C. Curry                            Richard H. MacNeal
                                           Chairman


                                       -5-