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A Message from Mike Devlin, CEO of Rational Software
 
Over the past several days, many customers have approached Rational with
questions about the impact of the pending IBM acquisition of Rational
Software. I wanted to take this opportunity to give you the same guidance
and assurances we have provided them.
 
For the past twenty-one years, Rational has built its business by serving a
variety of customers building many different types of software on a mix of
platforms and languages. We intend to continue on this path. In addition, in
a recent FAQ on the Rational acquisition, IBM clearly states its position on
the matter. The FAQ is available at
http://www-3.ibm.com/software/swnews/swnews.nsf/n/mmaa5gx3fr.
 
Rational and Microsoft:  Continued Support
 
Rational intends to continue to support Microsoft technologies, including
the Microsoft .NET platform. For more than ten years, Rational has taken a
leadership role in the support of Microsoft technologies. Rational was an
early and ardent supporter of the Microsoft. NET development platform, and,
with the launch of Rational� XDE Professional(tm), was the first to offer
integrated visual modeling on the .NET platform. Our relationship with
Microsoft spans ten years of collaboration.
 
The IBM FAQ states that, "It is IBM's strategy to provide the best support
for customers with heterogeneous IT environments.  With this acquisition,
IBM will have the broadest support for software development
environments...IBM intends to continue development and evolution of the
tools that integrate and compliment the Visual Studio .NET development
environment."
 
Rational is committed to the ongoing development and evolution of tools that
complement the .NET development environment, including continued support of
Visual Studio .NET for development and the .NET execution environment for
deployment.  Both Rational and IBM are Microsoft VSIP (Visual Studio .NET
Integration Program) partners.  Rational intends to continue working
cooperatively with other Program participants.  
 
All Rational Product Lines: Continued Support
 
The IBM FAQ also states that "It is IBM's intent to grow the Rational based
revenue stream in all major sectors that Rational participates in today."
Rational intends to continue to develop and enhance Rational's entire
portfolio of lifecycle development tools, including its full line of
solutions for requirements and analysis, visual modeling and development,
automated testing, project management, software configuration management,
and configurable process frameworks.
 
Rational and Embedded Developers: Continued Support

Rational is committed to the ongoing development and evolution of our
technical and embedded software development solutions on the broadest range
of embedded development and execution platforms. 
 
The IBM FAQ recognizes that "Rational is a leader and has a deep heritage
with customers building software for technical software products and
systems" and asserts that "We intend to continue to support those customers
and invest in our solution to help them build better software faster."
 
We're confident that IBM's planned acquisition of Rational will bring many
benefits to all our customers, and are eager to answer any questions you may
have. Should you have any concerns about Rational's support for specific
development tools or platforms, please contact your Rational account
manager.
 
Best regards,
 
 
Mike Devlin
CEO, Rational Software 
 
 
 
In connection with the merger, Rational has filed preliminary proxy
materials and has filed and will file other relevant documents concerning
the transaction with the Securities and Exchange Commission (SEC).
STOCKHOLDERS OF RATIONAL ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME
AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and security
holders can obtain free copies of the definitive proxy statement and other
documents when they become available by contacting Investor Relations,
Rational Software Corporation, 18880 Homestead Road, Cupertino, CA 95014
(Telephone: (408) 863-9900). In addition, documents filed with the SEC by
Rational are available free of charge at the SEC's web site at www.sec.gov.
 
Information regarding the identity of the persons who may, under SEC rules,
be deemed to be participants in the solicitation of stockholders of Rational
in connection with the transaction, and their interests in the solicitation,
is set forth in the preliminary proxy materials that were filed by Rational
with the SEC on December 11, 2002. 
 
 
Forward-Looking Statements
 
Except for historical information contained herein, statements contained in
this document may constitute "forward looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. These statements
are neither promises nor guarantees, but involve a number of risks,
uncertainties and other factors that could cause actual results to differ
materially from those set forth in the forward-looking statements,
including, without limitation, the risk that the merger may not be
consummated in a timely manner, if at all, risks regarding employee
relations and other risks concerning IBM and Rational and their respective
operations that are detailed in the periodic filings with the SEC of IBM and
Rational, including their most recent filings on Form 10-K or Form 10-Q.

____________________________________________________________________________
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