STOCKHOLDER AGREEMENT



        STOCKHOLDER AGREEMENT, dated as of October 6, 2004 (this "Agreement"),

among the stockholder set forth on the signature page hereto (the

"Stockholder"), Computer Associates International, Inc., a Delaware corporation

(the "Buyer"), and Nova Acquisition Corp., a Delaware corporation and wholly

owned subsidiary of the Buyer (the "Transitory Subsidiary"). Capitalized terms

used and not otherwise defined herein shall have the respective meanings

assigned to them in the Merger Agreement referred to below.



        WHEREAS, concurrently with the execution of this Agreement, the Buyer,

Transitory Subsidiary and Netegrity, Inc., a Delaware corporation (the

"Company"), are entering into an Agreement and Plan of Merger, dated as of the

date hereof (the "Merger Agreement"), pursuant to which, upon the terms and

subject to the conditions thereof, Transitory Subsidiary will be merged with and

into the Company, and the Company will be the surviving corporation (the

"Merger"); and



        WHEREAS, for the purpose of inducing the Buyer to enter into (and to

consummate the transactions contemplated by) the Merger Agreement, the Buyer has

required that the Stockholder agree, and the Stockholder is willing, to enter

into this Agreement.



        NOW, THEREFORE, intending to be legally bound hereby, the parties hereby

agree as follows:



     Section 1.      Number of Shares Beneficially Owned.



        (a)     The Stockholder represents and warrants that, as of the date of

this Agreement, the Stockholder (A) has full and exclusive power to vote and

direct the voting of, and to dispose of and direct the disposition of, the

shares of Company Common Stock shown on the signature page hereto (the "Shares")

and (B) beneficially owns Company Stock Options to purchase shares of Common

Company Stock shown on the signature page hereto (the "Options"). Except for the

Shares and the Options and as otherwise disclosed on the signature page hereto,

neither Stockholder nor any of its Affiliates holds or beneficially owns, as of

the date hereof, any (i) shares of capital stock or voting securities of the

Company, (ii) securities of the Company convertible into or exchangeable for

shares of capital stock or voting securities of the Company or (iii) options or

other rights to acquire from the Company any capital stock, voting securities or

securities convertible into or exchangeable for capital stock or voting

securities of the Company.



     Section 2.      Voting of Subject Shares.



        (a)     The Stockholder covenants and agrees that, until the termination

of this Agreement in accordance with the terms hereof, at the Company Meeting or

any other meeting of the stockholders of the Company, however called, and at

every adjournment or postponement thereof, and in connection with any action by

written consent of the stockholders of the Company, such Stockholder will vote,

or cause to be voted, all of his, her or its Subject Shares (a) in favor of

adoption of the Merger Agreement, as the Merger Agreement may be modified or





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amended from time to time in a manner not adverse to the Stockholder (regardless

of whether the Company recommends to its stockholders the adoption of the Merger

Agreement), and (b) except with the express written consent of the Buyer,

against (i) any Acquisition Proposal and (ii) any action the consummation of

which would frustrate the purposes, or prevent or delay the consummation, of the

transactions contemplated by the Merger Agreement. For purposes of this

Agreement, the term "Subject Shares" shall mean (i) the Shares and (ii) any

other shares of Company Common Stock of which the Stockholder or its Affiliates

is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange

Act) during the Term, whether by way of purchase or through the conversion,

exercise or exchange, as the case may be, of any Company Stock Options or any

other options, rights or securities held by the Stockholder or any of its

Affiliates that are convertible into, or exercisable or exchangeable for, shares

of Company Common Stock.



        (b)     The Stockholder hereby revokes any and all previous proxies with

respect to the Subject Shares. The Stockholder hereby irrevocably (to the

fullest extent permitted by law) grants to, and appoints, the Buyer, and any

individual designated in writing by the Buyer, and each of them individually, as

its proxy and attorney-in-fact (with full power of substitution), for and in its

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