NETEGRITY, INC.



                          Executive Retention Agreement



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

Delaware corporation (the "Company"), and Stephanie Feraday (the "Executive") is

made as of November 4, 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

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