Exhibit 4.9


                                NETEGRITY, INC.
                 2002 EMPLOYEE RETENTION GENERAL INCENTIVE PLAN


     1.   Purpose of the Plan.

     The purpose of this stock option plan (the "Retention Plan") is to provide
a means by which eligible employees of Netegrity, Inc. (the "Company") and any
present or future subsidiaries of the Company may purchase common stock of the
Company through the exercise of nonqualified stock options. It is intended that,
except as otherwise provided herein, the Retention Plan shall be maintained and
administered in accordance with the provisions of the Netegrity, Inc. 2000 Stock
Incentive Plan ("2000 Plan"). Except as otherwise provided herein, all terms,
conditions, and limitations of the 2000 Plan are incorporated by reference in
their entirety in this document as if they had been fully stated herein.


     2.   Stock Subject to the Plan.

     The maximum number of shares of common stock par value $.01 per share of
the Company ("Common Stock") available for nonqualified stock options granted
under this Retention Plan shall be 263,000 shares of Common Stock, subject to
adjustment in accordance with Section 12 of the 2000 Plan. Shares issued under
the Retention Plan may be authorized but unissued shares of Common Stock, or
shares of Common Stock held in treasury by the Company. The number of shares of
Common Stock available for grant under this Retention Plan shall not affect the
number of shares available for grant under the 2000 Plan, or any other stock
incentive plan of the Company.


     3.   Eligible Employees.

     Options may be granted under this Retention Plan to any employee of the
Company or any of its subsidiaries other than an employee who is either (i)
designated by the Company as a Section 16 reporting person for purposes of
Securities Exchange Act of 1934, as amended, (ii) determined by the Company as
likely to be subject to the tax deduction limitations of Section 162(m) of the
Internal Revenue Code of 1986, as amended, or (iii) determined by the Company to
constitute an "officer" or a "director" for purposes of Rule 4350(i)(1)(A) of
the Rules of the National Association of Securities Dealers, Inc.


     4.   Administration of the Plan.

     Subject to the provisions of this Retention Plan, the President of the
Company shall have the same discretionary authority and control to administer
this Retention Plan as the Committee has with respect to the 2000 Plan,
including without limitation the authority (subject to the eligibility
requirements of Section 3 of this Retention Plan) to designate which employees
of the Company or any of its subsidiaries shall be eligible to receive grants of
nonqualified stock options. The grant of stock options under this Retention Plan
by the President shall be on such terms and conditions as deemed

appropriate by the President, provided that the terms and conditions of the
options otherwise comply with all provisions of this Retention Plan and do not
exceed 20,000 shares per individual per twelve (12) month calendar period.


     5.   Effective Date.

     This Retention Plan shall take effect as of the date of adoption by the
Board of Directors of the Company and shall not be subject to approval of the
shareholders of the Company.


     6.   Termination and Amendment.

     Unless sooner terminated as herein provided, this Retention Plan shall
terminate two (2) years from the date upon which the plan was duly adopted by
the Board of Directors of the Company. The Board of Directors may at any time
terminate this Retention Plan or make such modification or amendment thereof as
it deems advisable.