Executive Retention Agreement



         THIS EXECUTIVE RETENTION AGREEMENT by and between Netegrity, Inc., a

Delaware corporation (the "Company"), and _________________ (the "Executive") is

made as of September __, 2002 (the "Effective Date").



         WHEREAS, the Company recognizes that, as is the case with many

publicly-held corporations, the possibility of a change in control of the

Company exists and that such possibility, and the uncertainty and questions

which it may raise among key personnel, may result in the departure or

distraction of key personnel to the detriment of the Company and its

stockholders, and



         WHEREAS, the Board of Directors of the Company (the "Board") has

determined that appropriate steps should be taken to reinforce and encourage the

continued employment and dedication of the Company's key personnel without

distraction from the possibility of a change in control of the Company and

related events and circumstances.



         NOW, THEREFORE, as an inducement for and in consideration of the

Executive remaining in its employ, the Company agrees that the Executive shall

receive the severance benefits set forth in this Agreement in the event the

Executive's employment with the Company is terminated under the circumstances

described below subsequent to a Change in Control (as defined in Section 1.1).



         1. Key Definitions.



         As used herein, the following terms shall have the following respective

meanings:



                  1.1      "Change in Control" means an event or occurrence set

forth in any one or more of subsections (a) through (d) below (including an

event or occurrence that constitutes a Change in Control under one of such

subsections but is specifically exempted from another such subsection):



                           (a)      the acquisition by an individual, entity or

group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities

Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of

beneficial ownership of any capital stock of the Company if, after such

acquisition, such Person beneficially owns (within the meaning of Rule 13d-3

promulgated under the Exchange Act) 50% or more of either (x) the

then-outstanding shares of common stock of the Company (the "Outstanding Company

Common Stock") or (y) the combined voting power of the then-outstanding

securities of the Company entitled to vote generally in the election of

directors (the "Outstanding Company Voting Securities"); provided, however, that

for purposes of this subsection (a), the following acquisitions shall not

constitute a







Change in Control: (i) any acquisition directly from the Company (excluding an

acquisition pursuant to the exercise, conversion or exchange of any security

exercisable for, convertible into or exchangeable for common stock or voting

securities of the Company, unless the Person exercising, converting or

exchanging such security acquired such security directly from the Company or an

underwriter or agent of the Company), (ii) any acquisition by the Company, (iii)

any acquisition by any employee benefit plan (or related trust) sponsored or

maintained by the Company or any corporation controlled by the Company, or (iv)

any acquisition by any corporation pursuant to a transaction which complies with

clauses (i) and (ii) of subsection (c) of this Section 1.1; or



                           (b)      such time as the Continuing Directors (as

defined below) do not constitute a majority of the Board (or, if applicable, the

Board of Directors of a successor corporation to the Company), where the term

"Continuing Director" means at any date a member of the Board (i) who was a

member of the Board on the date of the execution of this Agreement or (ii) who

was nominated or elected subsequent to such date by at least a majority of the

directors who were Continuing Directors at the time of such nomination or

election or whose election to the Board was recommended or endorsed by at least

a majority of the directors who were Continuing Directors at the time of such

nomination or election; provided, however, that there shall be excluded from

this clause (ii) any individual whose initial assumption of office occurred as a

result of an actual or threatened election contest with respect to the election

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