BEA"s Response to Oracle

	October 23, 2007 Charles Phillips President Oracle Corporation Dear Charles: We are in receipt of your letter of October 23, 2007. As we have previously informed you, the BEA Systems Board of Directors is unanimous in its view that your unsolicited proposal to acquire BEA at $17 per share is not in the best interests of BEA shareholders. BEA is worth significantly more than $17 to Oracle, to others, and most importantly to BEA shareholders. BEA's Board and management are committed to creating value for shareholders and regularly assess how best to accomplish this fundamental goal. Despite your statement that Oracle will withdraw its proposal, we simply cannot accept an offer that seriously undervalues BEA. BEA's Board has not indicated that it would be opposed to a transaction that appropriately reflects BEA's value, reached through a reasonable process. To the contrary, the Board is keenly aware of its fiduciary duties to shareholders and is acting accordingly. Indeed, BEA presented to Oracle standard and customary terms under which BEA would share information regarding a potential transaction, assuming Oracle were to propose a reasonable price, but Oracle has rejected such a process. If Oracle is genuinely interested in acquiring BEA, you are fully capable of proposing a reasonable price to the BEA Board or taking any offer you wish directly to BEA shareholders. Sincerely, William Klein BEA Systems