To Our Stockholders:

            We, the Directors of PeopleSoft, want you to know why we
        concluded that the hostile tender offer made by Oracle is not
        in the best interests of stockholders. We believe that
        PeopleSoft's current strategy, including the acquisition of
        J.D. Edwards, represents the best way to maximize the value of
        your investment in PeopleSoft.
            The merger of J.D. Edwards and PeopleSoft is a strong and
        financially compelling business combination. The complementary
        strengths of these two companies will enable PeopleSoft to
        address a broader segment of the enterprise software market
        and expand its product offering. PeopleSoft's leadership in
        the large enterprise space complements J.D. Edwards' strength
        in the mid-market, while PeopleSoft's leadership in service
        industries is complemented by J.D. Edwards' strength in asset
        intensive industries. The combined company will provide over
        11,000 customers with unparalleled innovation, the broadest
        product choice and the highest level of service in the
        industry. The combination will drive additional stockholder
        value through expanded operating margins and increased
        earnings per share.
            In contrast, we believe the tender offer Oracle has made
        poses extraordinary risks and is destructive to stockholder
        value.

            --  The combination of PeopleSoft and Oracle faces many
                months of delay for review by antitrust authorities
                and a significant likelihood that, in the end, the
                transaction would be blocked as anticompetitive.

            --  Oracle's statements regarding its plans for
                PeopleSoft's products create serious uncertainty as to
                the level of support and enhancements that PeopleSoft
                customers could expect. Customers will not commit
                millions of dollars to enterprise software that is
                subject to such uncertainties. Employees will not
                remain with a company when its business vitality and
                their future are in doubt. If we had recommended that
                the offer be accepted, and the transaction was not
                completed, the damage to stockholder value could be
                enormous.

            --  The offer by Oracle is conditional and can be
                withdrawn at any time, adding to the risk that the
                transaction would never be completed.

            We believe that the offer Oracle made severely undervalues
        PeopleSoft based on its financial performance and future
        opportunities. Furthermore, the massive downside risk is a
        critical consideration in evaluating any Oracle transaction.
            PeopleSoft has a better plan, one that provides superior
        value and greater certainty for stockholders. The Board
        appreciates your support and we remain committed to you, the
        stockholders of PeopleSoft.

        The PeopleSoft Board of Directors

                David A. Duffield        A. George "Skip" Battle

            Steven D. Goldby    Frank J. Fanzilli   Craig A. Conway

                   Aneel Bhusri             Cyril J. Yansouni