S-8

As filed with the Securities and Exchange Commission on ________ __, 2003

Registration No. 333-____________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under the Securities Act of 1933

PEOPLESOFT, INC.

(Exact name of registrant as specified in its charter)

Delaware	68-0137069
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

4460 Hacienda Drive
Pleasanton, California 94588
(Address of Principal Executive Offices) (Zip Code)

PEOPLESOFT, INC. AMENDED AND RESTATED 1989 STOCK PLAN
PEOPLESOFT, INC. 2003 DIRECTORS STOCK PLAN
(Full titles of the Plans)

Craig A. Conway
President and Chief Executive Officer
PeopleSoft, Inc.
4460 Hacienda Drive, Pleasanton, California 94588
(Name and Address of Agent for Service)

(925) 225-3000
(Telephone Number, Including Area Code, of Agent for Service)

CALCULATION OF REGISTRATION FEE

			Proposed Maximum		Proposed Maximum
Title of Securities to be	Amount to be Registered		Offering Price per		Aggregate Offering Price		Amount of
Registered	(1)		Share		(2)		Registration Fee
Common Stock, par value $.01 per share to be issued under the Amended and Restated 1989 Stock Plan (1)		15,690,148	$	18.98	$	297,799,009	$	24,092
Common Stock, par value $.01 per share to be issued under the 2003 Directors Stock Plan (1)		2,000,000	$	18.98	$	37,960,000	$	3,071

(1)

For the sole purpose of calculating the registration fee, the number of shares to be registered under this Registration Statement is the number of additional shares authorized to be issued under the PeopleSoft, Inc. Amended and Restated 1989 Stock Plan and the PeopleSoft, Inc. 2003 Directors Stock Plan (together, the “Plans”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock which become issuable under the Plans, by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s Common Stock.

(2)

Estimated in accordance with Rule 457(h) and 457(c) under the Securities Act, solely for the purpose of calculating the total registration fee. The price per share and aggregate offering price are based upon the average of the high and low prices of the Registrant’s common stock as reported on the Nasdaq National Market on September 9, 2003.

INTRODUCTION

          This Registration Statement on Form S-8 (this “Registration Statement”) is filed by PeopleSoft, Inc., a Delaware corporation (the “Registrant”), relating to 15,690,148 shares of its common stock, par value $0.01 per share (the “Common Stock”), issuable to eligible employees of the Registrant under the PeopleSoft, Inc. Amended and Restated 1989 Stock Option Plan (the “1989 Plan”) and 2,000,000 shares of Common Stock issuable under the PeopleSoft, Inc. 2003 Directors Stock Plan. On July 22, 1996, the Registrant filed a Registration Statement on Form S-8 (Registration No. 333-08575) with the Securities and Exchange Commission (the “Commission”) relating to shares of Common Stock issuable under the 1989 Plan, as amended by Amendment No. 1 to Form S-8 Registration Statement filed on April 19, 2002 (Registration No. 333-46998), and as amended by Form S-8 Registration Statement filed on October 16, 2002 (Registration No. 333-100576) (as amended, the “Prior Registration Statement”). The Prior Registration Statement is currently effective. This Registration Statement relates to securities of the same class as those to which the Prior Registration Statement relates and is submitted in accordance with General Instruction E to Form S-8 regarding registration of additional securities.

PART I

Information Required in Section 10(a) Prospectus

Item 1. Plan Information

     Not filed as part of this Registration Statement pursuant to Note to Part I of Form S-8.

Item 2. Registrant Information and Employee Plan Annual Information

     Not filed as part of this Registration Statement pursuant to Note to Part I of Form S-8.

PART II

Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference

               The following documents, which previously have been filed by the Registrant with the Securities and Exchange Commission (the “Commission”), are incorporated herein by reference and made a part hereof:

          (i) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002;

          (ii) The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2003;

          (iii) The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2003;

          (iv) The Registrant’s Current Reports on Forms 8-K, filed with the Commission on April 4, 2003, April 23, 2003, June 2, 2003, June 12, 2003, July 2, 2003, July 14, 2003, July 17, 2003, July 17, 2003, July 28, 2003, August 29, 2003 and September 11, 2003;

          (v) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) since the end of the fiscal year covered by the Annual Report referred to in (i) above;

          (vi) The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A, filed with the Commission on October 7, 1992, including any amendment or report filed for the purpose of updating such description;

          (vi) The description of the Registrant’s Preferred Shares Purchase Rights contained in its Registration Statement on Form 8-A/A filed with the Commission on March 25, 1998 including any amendment or report filed for the purpose of updating such description.

          All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment hereto, which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

          For purposes of this Registration Statement, any document or any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a subsequently filed document or a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such document or such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Subject to the foregoing, all information appearing in this Registration Statement is so qualified in its entirety by the information appearing in the documents incorporated by reference.

Item 4. Description of Securities

          Not Applicable.

Item 5. Interests of Named Experts and Counsel

          Not Applicable.

Item 6. Indemnification of Directors and Officers

          Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended (the “Securities Act”). As permitted by the Delaware General Corporation Law, the Registrant has included in its Certificate of Incorporation a provision to eliminate the personal liability of its directors for monetary damages for breach or alleged breach of their fiduciary duties as directors, subject to certain exceptions. In addition, the Bylaws of the Registrant require it to (i) indemnify the officers and directors under certain circumstances, including those circumstances in which indemnification would otherwise be discretionary, and (ii) advance expenses to the officers and directors as incurred in connection with proceedings against them for which they may be indemnified. The Registrant has entered into indemnification agreements with its directors and certain officers containing provisions that provide for the indemnification of such director or officer to the fullest extent permitted under the Delaware General Corporation Law. The indemnification agreements may require the Registrant, among other things, to indemnify such directors and officers against certain liabilities that may arise by reason of their status or service as directors or officers (other than liabilities arising from willful misconduct of a culpable nature), to advance expenses incurred as a result of any proceeding against them as to which they may be indemnified, and to obtain and maintain directors’ and officers’ insurance if deemed to be advisable. The Registrant believes that

these charter provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

Item 7. Exemption from Registration Claimed

          Not Applicable.

Item 8. Exhibits

Exhibit
Number	Exhibit
4.1	Instruments Defining Rights of Stockholders. Reference is made to the Registrant’s Registration Statements on Form 8-A which are incorporated by reference pursuant to Items 3(vi) and 3(vii).
5.1	Opinion and consent of Counsel as to legality of securities being registered.
23.1	Independent Auditors’ Consent.
23.2	Notice regarding Consent of Arthur Andersen LLP, Independent Public Accountants.
23.3	Consent of Counsel is contained in Exhibit 5.1.
24.1	Power of Attorney (included on the signature page of this Registration Statement).
99.1	PeopleSoft, Inc. Amended and Restated 1989 Stock Plan (incorporated by reference to Exhibit 99.1 to the registration statement on Form S-8, No. 333-46998, filed by the Registrant on September 29, 2000).
99.2	PeopleSoft, Inc. 2003 Directors Stock Plan.

Item 9. Undertaking

               (a) The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference into this Registration Statement; (2) that for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold upon the termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference into this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the indemnity provisions incorporated by reference in Item 6, or otherwise, the Registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pleasanton, State of California, on this 12th day of September, 2003.

PeopleSoft, Inc.
By:	/s/ Kevin T. Parker
	Kevin T. Parker
	Executive Vice President, Finance and
	Administration, Chief Financial Officer
	(Principal Financial and Accounting Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of PeopleSoft, Inc., a Delaware corporation, do hereby constitute and appoint Craig A. Conway, Kevin T. Parker and Anne S. Jordan, and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, may determine to be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on September 12, 2003.

Signature	Title
/s/ David A.Duffield
	Chairman of the Board of Directors
David A. Duffield

/s/ Craig A. Conway	President, Chief Executive
	Officer and Director (Principal
Craig A. Conway	Executive Officer and Director)
/s/ Kevin T. Parker	Executive Vice President, Finance
	and Administration, Chief
Kevin T. Parker	Financial Officer (Principal
	Financial and Accounting Officer)
/s/ A. George Battle
	Director
A. George Battle
/s/ Aneel Bhusri
	Director
Aneel Bhusri
/s/ Frank J. Fanzilli, Jr.
	Director
Frank J. Fanzilli, Jr.
/s/ Steven D. Goldby
	Director
Steven D. Goldby
/s/ Michael J. Maples
	Director
Michael J. Maples
/s/ Cyril J. Yansouni
	Director
Cyril J. Yansouni

EXHIBIT INDEX

Exhibit
Number	Exhibit
4.1	Instruments Defining Rights of Stockholders. Reference is made to the Registrant’s Registration Statements on Form 8-A which are incorporated herein by reference pursuant to Items 3(vi) and (vii).
5.1	Opinion and consent of Counsel as to legality of securities being registered.
23.1	Independent Auditors’ Consent.
23.2	Notice regarding Consent of Arthur Andersen LLP, Independent Public Accountants.
23.3	Consent of Counsel is contained in Exhibit 5.1.
24.1	Power of Attorney (included on the signature page of this Registration Statement).
99.1	PeopleSoft, Inc. Amended and Restated 1989 Stock Plan (incorporated by reference to Exhibit 99.1 to the registration statement on Form S-8, No. 333-46998, filed by the Registrant on September 29, 2000).
99.2	PeopleSoft, Inc. 2003 Directors Stock Plan.

EX-5.1 3 f93047exv5w1.txt EXHIBIT 5.1 EXHIBIT 5.1 [COOLEY GODWARD LLP LOGO] ATTORNEYS AT LAW Broomfield, CO 720 566-4000 One Maritime Plaza Palo Alto, CA 20th Floor 650 843-5000 San Francisco, CA Reston, VA 94111-3580 703 456-8000 Main 415 693-2000 San Diego, CA Fax 415 951-3699 858 550-6000 September 12, 2003 www.cooley.com PeopleSoft, Inc. THOMAS Z. REICHER 4460 Hacienda Drive (650) 843-2381 Pleasanton, California 94588 reichertz@cooley.com Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by PeopleSoft, Inc. (the "Company") of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission covering the offering of up to an aggregate of 17,690,148 shares of the Company's Common Stock, par value $0.01 per share (the "Shares") pursuant to its Amended and Restated 1989 Stock Option Plan (the "1989 Plan") and its 2003 Directors Stock Plan (collectively, the "Plans"). In connection with this opinion, we have examined the Registration Statement and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans and the Registration Statement, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full). We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, Cooley Godward LLP By: /s/ THOMAS Z. REICHER ----------------------------- Thomas Z. Reicher EX-23.1 4 f93047exv23w1.txt EXHIBIT 23.1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors PeopleSoft, Inc.: We consent to the incorporation by reference in the registration statement on Form S-8 of PeopleSoft, Inc. to be filed on or about September 12, 2003, of our report dated January 22, 2003, except as to note 18, which is as of March 11, 2003, with respect to the consolidated balance sheet of PeopleSoft, Inc. and subsidiaries as of December 31, 2002, and the related consolidated statements of operations, stockholders' equity, and cash flows for the year then ended, and the related financial statement schedule, which report appears in the December 31, 2002, annual report on Form 10-K of PeopleSoft, Inc. Our report refers to our audit of the adjustments that were applied and disclosures added to revise the 2001 and 2000 consolidated financial statements, as more fully described in notes 15 and 17 to the consolidated financial statements. However, we were not engaged to audit, review, or apply any procedures to the 2001 and 2000 consolidated financial statements other than with respect to such adjustments and disclosures. Our report refers to the adoption of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets. /s/ KPMG LLP Mountain View, California September 12, 2003 EX-23.2 5 f93047exv23w2.txt EXHIBIT 23.2 EXHIBIT 23.2 NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP, INDEPENDENT PUBLIC ACCOUNTANTS On June 5, 2002, the Registrant filed a Current Report on Form 8-K reporting that on that date it had terminated its relationship with Arthur Andersen LLP ("Arthur Andersen") as its independent public accountants and engaged KPMG LLP to serve as its independent public accountants for fiscal year 2002. The Registrant's consolidated balance sheets for the years ended December 31, 2001 and 2000, and the related consolidated statements of operations, stockholders' equity and cash flows for the years then ended, which are incorporated by reference in this Registration Statement, were audited by Arthur Andersen. Because Arthur Andersen is no longer licensed to practice public accounting in the State of California, the Registrant has been unable to obtain Arthur Andersen's consent to incorporate by reference in this Registration Statement their report with respect to those audited financial statements. Under these circumstances, Rule 437a under the Securities Act of 1933, as amended (the "Securities Act"), permits the Registrant to file this Registration Statement without such consent from Arthur Andersen. The absence of such consent may limit recovery by investors on certain claims, including the inability of investors to assert claims against Arthur Andersen under Section 11 of the Securities Act for any untrue statements of a material fact contained, or any omissions to state a material fact required to be stated, in those audited financial statements. In addition, the ability of Arthur Andersen to satisfy any claims (including claims arising from Arthur Andersen's provision of auditing and other services to the Registrant) may be limited. EX-99.2 6 f93047exv99w2.txt EXHIBIT 99.2 EXHIBIT 99.2 PEOPLESOFT, INC. 2003 DIRECTORS STOCK PLAN 1. Purposes of the Plan. The purposes of this Directors Stock Plan are to attract and retain the best available personnel to serve as Outside Directors, to provide additional incentive to Outside Directors and to promote the success of the Company's business. Eligible Outside Directors may be granted Options and Restricted Stock Awards under the Plan. 2. Definitions. As used herein, the following definitions shall apply: (a) "Administrator" means the Board. (b) "Applicable Laws" means the requirements relating to the administration of equity compensation plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted, the requirements of any regulatory body having jurisdiction with respect to the Plan and the applicable laws of any other country or jurisdiction where Options or Restricted Stock Awards are granted under the Plan. (c) "Board" means the Board of Directors of the Company. (d) "Code" means the Internal Revenue Code of 1986, as amended. (e) "Common Stock" means the Common Stock of the Company. (f) "Company" means PeopleSoft, Inc., a Delaware corporation. (g) "Director" means a member of the Board. (h) "Disability" means total and permanent disability as defined in Section 22(e)(3) of the Code. (i) "Employee" means any person, including Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither service as a Director nor payment of a director's fee by the Company shall be sufficient to constitute "employment" by the Company. (j) "Exchange Act" means the Securities Exchange Act of 1934, as amended. (k) "Fair Market Value" means, as of any date, the value of Common Stock determined as follows: (i) If the Common Stock is listed on any established stock exchange or a national market system, including, without limitation, the Nasdaq National Market or the Nasdaq SmallCap Market of the Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the day of determination (or if the markets are closed on such day, on the most recent prior trading day), as reported in The Wall Street Journal or such other source as the Administrator deems reliable; (ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high bid and low asked prices for the Common Stock on the day of determination (or if the markets are closed on such day, on the most recent prior trading day); or In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Administrator. (l) "Option" means a stock option granted pursuant to the Plan. All Options granted hereunder shall be nonstatutory stock options which are not intended to qualify as incentive stock options within the meaning of Section 422(b) of the Code. (m) "Option Agreement" means a written or electronic agreement between the Company and an Optionee evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan. (n) "Optioned Stock" means the Common Stock subject to an Option. (o) "Optionee" means the holder of an outstanding Option or Restricted Stock Award granted under the Plan. (p) "Outside Director" means a Director who is not an Employee. (q) "Parent" means a "parent corporation", whether now or hereafter existing, as defined in Section 424(e) of the Code. (r) "Plan" means this 2003 Directors Stock Plan. (s) "Prior Plan Option" means any option granted pursuant to the Company's 1992 Directors' Stock Option Plan which is outstanding on or after the date that the Board adopts the Plan. 2 (t) "Restricted Stock" or "Restricted Stock Award" means shares of Common Stock acquired pursuant to the grant of a Restricted Stock Award under Section 10 below. (u) "Restricted Stock Award Agreement" means a written agreement between the Company and the Optionee evidencing the terms and restrictions applying to Restricted Stock granted under the Plan. The Restricted Stock Award Agreement is subject to the terms and conditions of the Plan. (v) "Service Provider" means a person serving as a Director. (w) "Share" means a share of the Common Stock, as adjusted in accordance with Section 12 below. (x) "Subsidiary" means any "subsidiary corporation," whether now or hereafter existing, as defined in Section 424(f) of the Code. 3. Stock Subject to the Plan. Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of Shares that may be issued pursuant to (a) Options and Restricted Stock Awards granted under the Plan, plus (b) Prior Plan Options is 2,000,000 Shares. The Shares may be authorized but unissued, or reacquired Common Stock. If an Option or a Prior Plan Option expires or becomes unexercisable without having been exercised in full, or, if Shares issued pursuant to a Restricted Stock Award are forfeited back to the Company, the unpurchased Shares (or for Restricted Stock Awards, the forfeited shares) which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). However, Shares that have actually been issued under the Plan, upon exercise of an Option shall not be returned to the Plan and shall not become available for future distribution under the Plan. 4. Administration of the Plan. (a) Administrator. The Plan shall be administered by the Board. (b) Powers of the Administrator. Subject to the provisions of the Plan, and subject to the approval of any relevant authorities, the Administrator shall have the authority in its discretion, and only to the extent consistent with the other provisions of this Plan: (c) to determine the Fair Market Value; (i) to select the Outside Directors to whom Options and Restricted Stock Awards may from time to time be granted hereunder; (ii) to determine the number of Shares to be covered by each such award granted hereunder; 3 (iii) to approve forms of agreement for use under the Plan; (iv) to determine the terms and conditions, of any Option granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Options may be exercised (which may be based on performance criteria), and any other restriction or limitation regarding any Option or the Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine; (v) to determine whether and under what circumstances an Option may be bought out in cash under subsection 9(e); (vi) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under foreign tax laws; (vii) to allow Optionees to satisfy withholding tax obligations, if any, by electing to have the Company withhold from the Shares to be issued upon exercise of an Option or the Shares of Restricted Stock that vest, that number of Shares having a Fair Market Value equal to the minimum amount required to be withheld, and no more in any event. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by Optionees to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable; (viii) to construe and interpret the terms of the Plan and awards granted pursuant to the Plan; (ix) to modify or amend each agreement granted pursuant to this Plan; provided, however, that the Administrator may not without advance stockholder approval (i) adopt a discretionary amendment to an Option to accelerate the vesting of Shares subject to such Option or waive forfeiture restrictions of Restricted Stock Awards, or (ii) amend an Option to reduce the exercise price per Share thereof or to implement an option exchange program pursuant to which an Option could be exchanged for a new Option with a lower exercise price per Share; (x) to authorize any person to execute on behalf of the Company any instrument required to effect a grant of Restricted Stock previously granted by the Administrator; (xi) to determine the terms and restrictions applicable to Restricted Stock; and 4 (xii) to make all other determinations deemed necessary or advisable for administering the Plan. (d) Effect of Administrator's Decision. All decisions, determinations and interpretations of the Administrator shall be final and binding on all Optionees. 5. Eligibility. (a) Options and Restricted Stock Awards may only be granted to Outside Directors. (b) Neither the Plan nor any Option or Restricted Stock Award shall confer upon any Optionee any right with respect to continuing the Optionee's relationship as a Service Provider with the Company, nor shall it interfere in any way with his or her right or the Company's right to terminate such relationship at any time, with or without cause. 6. Establishment and Term of Plan. The Plan shall become effective on May 27, 2003, subject to approval by the stockholders of the Company. No Shares shall be issued pursuant to the Plan prior to obtaining such stockholder approval. The Plan shall continue in effect until the earlier of its termination by the Board or the date on which all of the Shares available for issuance under the Plan have been issued and all restrictions on such Shares under the terms of the Plan and any Option Agreements or Restricted Stock Award Agreements have lapsed. 7. Term of Option. The term of each Option shall be stated in the Option Agreement; provided, however, that the term shall be no more than ten (10) years from the date of grant thereof. 8. Option Exercise Price and Consideration. (a) The per share exercise price for the Shares to be issued upon exercise of an Option shall be no less than 100% of the Fair Market Value per Share on the date of grant: (b) The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator. Such consideration may consist of (1) cash, (2) check, (3) other Shares which (x) in the case of Shares acquired directly or indirectly from the Company, have been owned by the Optionee for more than six months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes) on the date of surrender, and (y) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option shall be exercised, (4) consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan, or (5) any combination of the foregoing methods of payment. In making its 5 determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company. 9. Exercise of Option. (a) Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder shall be exercisable according to the terms hereof at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement. An Option may not be exercised for a fraction of a Share. An Option shall be deemed exercised when the Company or its designated broker receives (i) written or electronic notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Shares, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 12 of the Plan. Exercise of an Option in any manner shall result in a decrease in the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. (b) Termination of Relationship as a Service Provider. If an Optionee ceases to be a Service Provider, such Optionee may exercise his or her Option within ninety (90) days after the date of termination (or such other period of time as is specified in the Option Agreement) to the extent that the Option is vested on the date of termination, but in no event later than the expiration of the term of the Option as set forth in the Option Agreement (the "Option Expiration Date"). If, on the date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified by the Administrator, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. 6 (c) Disability of Optionee. If an Optionee ceases to be a Service Provider as a result of the Optionee's Disability, the Optionee may exercise his or her Option within six (6) months after the date of termination (or such other period of time as is specified in the Option Agreement) to the extent the Option is vested on the date of termination, but in no event later than the Option Expiration Date. If, on the date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. (d) Death of Optionee. If an Optionee dies while a Service Provider, the Option may be exercised within six (6) months after the date of the Optionee's death (or such other period of time as is specified in the Option Agreement), but in no event later than the Option Expiration Date), by the Optionee's estate or by a person who acquires the right to exercise the Option by bequest or inheritance. The Option will be exercisable during such period to the extent that the right to exercise the Option would have accrued had the Optionee continued living and remained a Service Provider for one (1) year after the date of death. If, at the time of death, the Optionee is not vested as to the entire Option, the Shares covered by the portion of the Option which would not have vested as of the date one (1) year after the date of the Optionee's death shall immediately revert to the Plan. If the Option is not so exercised within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. (e) Buyout Provisions. The Administrator may at any time offer to buy out for a payment in cash or Shares, an Option previously granted, based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time that such offer is made. 10. Restricted Stock Awards. Restricted Stock Awards shall be subject to the terms, conditions, and restrictions determined by the Administrator at the time the Restricted Stock is awarded, subject to Section 12 and the following: (a) for vesting solely based on an Optionee continuing as a Service Provider, no more than 1/3 of such awards will vest no earlier than the one (1) year anniversary of the grant date, and the remaining Shares will vest quarterly thereafter, such that an Optionee will be 100% vested no earlier than the third anniversary of the grant date, subject to continuing as a Service Provider, or (b) for vesting based on a hybrid of performance and continuing service, there will be a minimum service-based cliff vest of at least one year, i.e., no vesting in any event unless a minimum of one year of service has elapsed from the date of grant. The Administrator shall require the recipient to sign a Restricted Stock Award Agreement as a condition of the award. The Restricted Stock Award Agreement may contain such terms, conditions, representations and warranties as the Administrator may require. The certificates representing the Shares awarded shall bear such legends as shall be determined by the Administrator. 7 11. Non-Transferability of Options and Restricted Stock Awards. Except as determined otherwise by the Administrator in its discretion, Options and Restricted Stock Awards may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee. 12. Adjustments upon Changes in Capitalization, Merger or Asset Sale. (a) Changes in Capitalization. Subject to any required action by the stockholders of the Company, the number of Shares covered by each outstanding Option or Restricted Stock Award, and the number of Shares which have been authorized for issuance under the Plan but as to which no Options or Restricted Stock Awards have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option or Restricted Stock Award, as well as the price per share of Stock covered by each such outstanding Option, shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company. The conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Option or Restricted Stock Award. (b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each Optionee as soon as practicable prior to the effective date of such proposed transaction. The Administrator in its discretion may provide for an Optionee to have the right to exercise his or her Option until ten (10) days prior to such transaction as to all of the Optioned Stock covered thereby, including Shares as to which the Option would not otherwise be exercisable. In addition, the Administrator may provide that any Company repurchase option applicable to any Shares purchased upon exercise of an Option shall lapse as to all such Shares, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously exercised, an Option will terminate immediately prior to the consummation of such proposed action. (c) Merger or Asset Sale. In the event of a merger of the Company with or into another corporation or the sale of substantially all of the assets of the Company, each outstanding Option and Restricted Stock Award (to the extent 8 the Company's right to return of forfeited shares subject to the Restricted Stock Award had not terminated as of the date of closing of the merger or asset sale) shall be assumed or an equivalent option, right or agreement substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that a Restricted Stock Award Agreement is not assumed or substituted, the Company's right to return of forfeited Shares shall terminate as of the date of the closing of the merger or asset sale. In the event that the successor corporation refuses to assume or substitute for the Option, the Optionee shall fully vest in and have the right to exercise the Option with respect to all of the Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. If an Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Administrator shall notify the Optionee in writing or electronically that the Option shall be fully exercisable for a period of fifteen (15) days from the date of such notice, and the Option shall terminate upon the expiration of such period. For the purposes of this Section 12(c), the Option shall be considered assumed if, following the merger or sale of assets, the option or right confers the right to purchase or receive, for each Share of Optioned Stock subject to the Option immediately prior to the merger or sale of assets, the consideration (whether stock, cash, or other securities or property) received in the merger or sale of assets by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or sale of assets is not solely stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share of Optioned Stock subject to the Option, to be solely stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the merger or sale of assets. For purposes of this Section 12(c), a Restricted Stock Award shall be considered assumed if, following the merger or sale of assets, the Restricted Stock Award, for each Share subject to the Restricted Stock Award that was unvested immediately prior to the merger or sale of assets, confers the right to receive upon subsequent vesting the consideration (whether stock, cash, or other securities or property) received in the merger or sale of assets by holders of Stock for each Share subject to the Restricted Stock Award on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or sale of assets is not solely stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation provide for the consideration to be received upon the subsequent vesting of the Restricted Stock Award to be solely stock of the successor 9 corporation or it Parent equal in fair market value to the per share consideration received by holders of Stock in the merger or sale of assets. 13. Time of Granting Options and Restricted Stock Awards. The date of grant of an Option or Restricted Stock Award shall, for all purposes, be the date on which the Administrator makes the determination granting such Option or Restricted Stock Award, or such later date as is determined by the Administrator. Notice of the determination shall be given to each Outside Director to whom an Option or Restricted Stock Award is so granted within a reasonable time after the date of such grant. 14. Amendment and Termination of the Plan. (a) Amendment and Termination. The Board may at any time amend, alter, suspend or terminate the Plan; provided, however, that the Board may not materially amend the Plan without obtaining stockholder approval to the extent that stockholder approval is necessary or desirable to comply with Applicable Laws. (b) Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan shall impair the rights of any Optionee, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee and the Company. Termination of the Plan shall not affect the Administrator's ability to exercise the powers granted to it hereunder with respect to awards granted under the Plan prior to the date of such termination. 15. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to the Plan unless the issuance and delivery of such Shares complies with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance. 16. Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. 17. Reservation of Shares. The Company, during the term of this Plan, shall at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. 10 CERTIFICATE OF SECRETARY OF PEOPLESOFT, INC. THE UNDERSIGNED, ANNE S. JORDAN, CERTIFIES THAT SHE IS THE DULY ELECTED SECRETARY OF PEOPLESOFT, INC., A DELAWARE CORPORATION (THE "CORPORATION"), AND THAT THE STOCKHOLDERS OF THE CORPORATION AT THE 2003 ANNUAL MEETING OF STOCKHOLDERS HELD OF MAY 27, 2003 DULY ADOPTED THE 2003 Directors' Stock Plan. /S/ ANNE S. JORDAN ------------------ ANNE S. JORDAN 11 -----END PRIVACY-ENHANCED MESSAGE-----

EX-5.1

                                                                     EXHIBIT 5.1

[COOLEY GODWARD LLP LOGO]            ATTORNEYS AT LAW             Broomfield, CO
                                                                  720 566-4000
                                     One Maritime Plaza           Palo Alto, CA
                                     20th Floor                   650 843-5000
                                     San Francisco, CA            Reston, VA
                                     94111-3580                   703 456-8000
                                     Main 415 693-2000            San Diego, CA
                                     Fax  415 951-3699            858 550-6000

September 12, 2003                   www.cooley.com

PeopleSoft, Inc.                     THOMAS Z. REICHER
4460 Hacienda Drive                  (650) 843-2381
Pleasanton, California 94588         reichertz@cooley.com


Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection
with the filing by PeopleSoft, Inc. (the "Company") of a Registration Statement
on Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission covering the offering of up to an aggregate of 17,690,148 shares of
the Company's Common Stock, par value $0.01 per share (the "Shares") pursuant to
its Amended and Restated 1989 Stock Option Plan (the "1989 Plan") and its 2003
Directors Stock Plan (collectively, the "Plans").

In connection with this opinion, we have examined the Registration Statement and
such other documents, records, certificates, memoranda and other instruments as
we deem necessary as a basis for this opinion. We have assumed the genuineness
and authenticity of all documents submitted to us as originals, the conformity
to originals of all documents submitted to us as copies thereof, and the due
execution and delivery of all documents where due execution and delivery are a
prerequisite to the effectiveness thereof.

On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plans and the
Registration Statement, will be validly issued, fully paid, and nonassessable
(except as to shares issued pursuant to certain deferred payment arrangements,
which will be fully paid and nonassessable when such deferred payments are made
in full).

We consent to the filing of this opinion as an exhibit to the Registration
Statement.

Very truly yours,

Cooley Godward LLP

By: /s/ THOMAS Z. REICHER
    -----------------------------
        Thomas Z. Reicher

EX-23.1

                                                                    EXHIBIT 23.1

                          INDEPENDENT AUDITORS' CONSENT

The Board of Directors
PeopleSoft, Inc.:

We consent to the incorporation by reference in the registration statement on
Form S-8 of PeopleSoft, Inc. to be filed on or about September 12, 2003, of our
report dated January 22, 2003, except as to note 18, which is as of March 11,
2003, with respect to the consolidated balance sheet of PeopleSoft, Inc. and
subsidiaries as of December 31, 2002, and the related consolidated statements of
operations, stockholders' equity, and cash flows for the year then ended, and
the related financial statement schedule, which report appears in the December
31, 2002, annual report on Form 10-K of PeopleSoft, Inc.

Our report refers to our audit of the adjustments that were applied and
disclosures added to revise the 2001 and 2000 consolidated financial statements,
as more fully described in notes 15 and 17 to the consolidated financial
statements. However, we were not engaged to audit, review, or apply any
procedures to the 2001 and 2000 consolidated financial statements other than
with respect to such adjustments and disclosures.

Our report refers to the adoption of Statement of Financial Accounting Standards
No. 142, Goodwill and Other Intangible Assets.

/s/ KPMG LLP

Mountain View, California
September 12, 2003

EX-23.2

                                                                    EXHIBIT 23.2

          NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP, INDEPENDENT
                               PUBLIC ACCOUNTANTS

On June 5, 2002, the Registrant filed a Current Report on Form 8-K reporting
that on that date it had terminated its relationship with Arthur Andersen LLP
("Arthur Andersen") as its independent public accountants and engaged KPMG LLP
to serve as its independent public accountants for fiscal year 2002. The
Registrant's consolidated balance sheets for the years ended December 31, 2001
and 2000, and the related consolidated statements of operations, stockholders'
equity and cash flows for the years then ended, which are incorporated by
reference in this Registration Statement, were audited by Arthur Andersen.
Because Arthur Andersen is no longer licensed to practice public accounting in
the State of California, the Registrant has been unable to obtain Arthur
Andersen's consent to incorporate by reference in this Registration Statement
their report with respect to those audited financial statements. Under these
circumstances, Rule 437a under the Securities Act of 1933, as amended (the
"Securities Act"), permits the Registrant to file this Registration Statement
without such consent from Arthur Andersen. The absence of such consent may limit
recovery by investors on certain claims, including the inability of investors to
assert claims against Arthur Andersen under Section 11 of the Securities Act for
any untrue statements of a material fact contained, or any omissions to state a
material fact required to be stated, in those audited financial statements. In
addition, the ability of Arthur Andersen to satisfy any claims (including claims
arising from Arthur Andersen's provision of auditing and other services to the
Registrant) may be limited.

EX-99.2

                                                                    EXHIBIT 99.2

                                PEOPLESOFT, INC.

                            2003 DIRECTORS STOCK PLAN

1.       Purposes of the Plan. The purposes of this Directors Stock Plan are to
         attract and retain the best available personnel to serve as Outside
         Directors, to provide additional incentive to Outside Directors and to
         promote the success of the Company's business. Eligible Outside
         Directors may be granted Options and Restricted Stock Awards under the
         Plan.

2.       Definitions.  As used herein, the following definitions shall apply:

         (a)      "Administrator" means the Board.

         (b)      "Applicable Laws" means the requirements relating to the
                  administration of equity compensation plans under U.S. state
                  corporate laws, U.S. federal and state securities laws, the
                  Code, any stock exchange or quotation system on which the
                  Common Stock is listed or quoted, the requirements of any
                  regulatory body having jurisdiction with respect to the Plan
                  and the applicable laws of any other country or jurisdiction
                  where Options or Restricted Stock Awards are granted under the
                  Plan.

         (c)      "Board" means the Board of Directors of the Company.

         (d)      "Code" means the Internal Revenue Code of 1986, as amended.

         (e)      "Common Stock" means the Common Stock of the Company.

         (f)      "Company" means PeopleSoft, Inc., a Delaware corporation.

         (g)      "Director" means a member of the Board.

         (h)      "Disability" means total and permanent disability as defined
                  in Section 22(e)(3) of the Code.

         (i)      "Employee" means any person, including Directors, employed by
                  the Company or any Parent or Subsidiary of the Company.
                  Neither service as a Director nor payment of a director's fee
                  by the Company shall be sufficient to constitute "employment"
                  by the Company.

         (j)      "Exchange Act" means the Securities Exchange Act of 1934, as
                  amended.

         (k)      "Fair Market Value" means, as of any date, the value of Common
                  Stock determined as follows:



                  (i)      If the Common Stock is listed on any established
                           stock exchange or a national market system,
                           including, without limitation, the Nasdaq National
                           Market or the Nasdaq SmallCap Market of the Nasdaq
                           Stock Market, its Fair Market Value shall be the
                           closing sales price for such stock (or the closing
                           bid, if no sales were reported) as quoted on such
                           exchange or system for the day of determination (or
                           if the markets are closed on such day, on the most
                           recent prior trading day), as reported in The Wall
                           Street Journal or such other source as the
                           Administrator deems reliable;

                  (ii)     If the Common Stock is regularly quoted by a
                           recognized securities dealer but selling prices are
                           not reported, its Fair Market Value shall be the mean
                           between the high bid and low asked prices for the
                           Common Stock on the day of determination (or if the
                           markets are closed on such day, on the most recent
                           prior trading day); or

                           In the absence of an established market for the
                           Common Stock, the Fair Market Value thereof shall be
                           determined in good faith by the Administrator.

         (l)      "Option" means a stock option granted pursuant to the Plan.
                  All Options granted hereunder shall be nonstatutory stock
                  options which are not intended to qualify as incentive stock
                  options within the meaning of Section 422(b) of the Code.

         (m)      "Option Agreement" means a written or electronic agreement
                  between the Company and an Optionee evidencing the terms and
                  conditions of an individual Option grant. The Option Agreement
                  is subject to the terms and conditions of the Plan.

         (n)      "Optioned Stock" means the Common Stock subject to an Option.

         (o)      "Optionee" means the holder of an outstanding Option or
                  Restricted Stock Award granted under the Plan.

         (p)      "Outside Director" means a Director who is not an Employee.

         (q)      "Parent" means a "parent corporation", whether now or
                  hereafter existing, as defined in Section 424(e) of the Code.

         (r)      "Plan" means this 2003 Directors Stock Plan.

         (s)      "Prior Plan Option" means any option granted pursuant to the
                  Company's 1992 Directors' Stock Option Plan which is
                  outstanding on or after the date that the Board adopts the
                  Plan.

                                       2



         (t)      "Restricted Stock" or "Restricted Stock Award" means shares of
                  Common Stock acquired pursuant to the grant of a Restricted
                  Stock Award under Section 10 below.

         (u)      "Restricted Stock Award Agreement" means a written agreement
                  between the Company and the Optionee evidencing the terms and
                  restrictions applying to Restricted Stock granted under the
                  Plan. The Restricted Stock Award Agreement is subject to the
                  terms and conditions of the Plan.

         (v)      "Service Provider" means a person serving as a Director.

         (w)      "Share" means a share of the Common Stock, as adjusted in
                  accordance with Section 12 below.

         (x)      "Subsidiary" means any "subsidiary corporation," whether now
                  or hereafter existing, as defined in Section 424(f) of the
                  Code.

3.       Stock Subject to the Plan. Subject to the provisions of Section 12 of
         the Plan, the maximum aggregate number of Shares that may be issued
         pursuant to (a) Options and Restricted Stock Awards granted under the
         Plan, plus (b) Prior Plan Options is 2,000,000 Shares. The Shares may
         be authorized but unissued, or reacquired Common Stock.

         If an Option or a Prior Plan Option expires or becomes unexercisable
         without having been exercised in full, or, if Shares issued pursuant to
         a Restricted Stock Award are forfeited back to the Company, the
         unpurchased Shares (or for Restricted Stock Awards, the forfeited
         shares) which were subject thereto shall become available for future
         grant or sale under the Plan (unless the Plan has terminated). However,
         Shares that have actually been issued under the Plan, upon exercise of
         an Option shall not be returned to the Plan and shall not become
         available for future distribution under the Plan.

4.       Administration of the Plan.

         (a)      Administrator. The Plan shall be administered by the Board.

         (b)      Powers of the Administrator. Subject to the provisions of the
                  Plan, and subject to the approval of any relevant authorities,
                  the Administrator shall have the authority in its discretion,
                  and only to the extent consistent with the other provisions of
                  this Plan:

         (c)      to determine the Fair Market Value;

                  (i)      to select the Outside Directors to whom Options and
                           Restricted Stock Awards may from time to time be
                           granted hereunder;

                  (ii)     to determine the number of Shares to be covered by
                           each such award granted hereunder;

                                       3



                  (iii)    to approve forms of agreement for use under the Plan;

                  (iv)     to determine the terms and conditions, of any Option
                           granted hereunder. Such terms and conditions include,
                           but are not limited to, the exercise price, the time
                           or times when Options may be exercised (which may be
                           based on performance criteria), and any other
                           restriction or limitation regarding any Option or the
                           Common Stock relating thereto, based in each case on
                           such factors as the Administrator, in its sole
                           discretion, shall determine;

                  (v)      to determine whether and under what circumstances an
                           Option may be bought out in cash under subsection
                           9(e);

                  (vi)     to prescribe, amend and rescind rules and regulations
                           relating to the Plan, including rules and regulations
                           relating to sub-plans established for the purpose of
                           qualifying for preferred tax treatment under foreign
                           tax laws;

                  (vii)    to allow Optionees to satisfy withholding tax
                           obligations, if any, by electing to have the Company
                           withhold from the Shares to be issued upon exercise
                           of an Option or the Shares of Restricted Stock that
                           vest, that number of Shares having a Fair Market
                           Value equal to the minimum amount required to be
                           withheld, and no more in any event. The Fair Market
                           Value of the Shares to be withheld shall be
                           determined on the date that the amount of tax to be
                           withheld is to be determined. All elections by
                           Optionees to have Shares withheld for this purpose
                           shall be made in such form and under such conditions
                           as the Administrator may deem necessary or advisable;

                  (viii)   to construe and interpret the terms of the Plan and
                           awards granted pursuant to the Plan;

                  (ix)     to modify or amend each agreement granted pursuant to
                           this Plan; provided, however, that the Administrator
                           may not without advance stockholder approval (i)
                           adopt a discretionary amendment to an Option to
                           accelerate the vesting of Shares subject to such
                           Option or waive forfeiture restrictions of Restricted
                           Stock Awards, or (ii) amend an Option to reduce the
                           exercise price per Share thereof or to implement an
                           option exchange program pursuant to which an Option
                           could be exchanged for a new Option with a lower
                           exercise price per Share;

                  (x)      to authorize any person to execute on behalf of the
                           Company any instrument required to effect a grant of
                           Restricted Stock previously granted by the
                           Administrator;

                  (xi)     to determine the terms and restrictions applicable to
                           Restricted Stock; and

                                       4



                  (xii)    to make all other determinations deemed necessary or
                           advisable for administering the Plan.

         (d)      Effect of Administrator's Decision. All decisions,
                  determinations and interpretations of the Administrator shall
                  be final and binding on all Optionees.

5.       Eligibility.

         (a)      Options and Restricted Stock Awards may only be granted to
                  Outside Directors.

         (b)      Neither the Plan nor any Option or Restricted Stock Award
                  shall confer upon any Optionee any right with respect to
                  continuing the Optionee's relationship as a Service Provider
                  with the Company, nor shall it interfere in any way with his
                  or her right or the Company's right to terminate such
                  relationship at any time, with or without cause.

6.       Establishment and Term of Plan. The Plan shall become effective on May
         27, 2003, subject to approval by the stockholders of the Company. No
         Shares shall be issued pursuant to the Plan prior to obtaining such
         stockholder approval. The Plan shall continue in effect until the
         earlier of its termination by the Board or the date on which all of the
         Shares available for issuance under the Plan have been issued and all
         restrictions on such Shares under the terms of the Plan and any Option
         Agreements or Restricted Stock Award Agreements have lapsed.

7.       Term of Option. The term of each Option shall be stated in the Option
         Agreement; provided, however, that the term shall be no more than ten
         (10) years from the date of grant thereof.

8.       Option Exercise Price and Consideration.

         (a)      The per share exercise price for the Shares to be issued upon
                  exercise of an Option shall be no less than 100% of the Fair
                  Market Value per Share on the date of grant:

         (b)      The consideration to be paid for the Shares to be issued upon
                  exercise of an Option, including the method of payment, shall
                  be determined by the Administrator. Such consideration may
                  consist of (1) cash, (2) check, (3) other Shares which (x) in
                  the case of Shares acquired directly or indirectly from the
                  Company, have been owned by the Optionee for more than six
                  months (or such longer or shorter period of time required to
                  avoid a charge to earnings for financial accounting purposes)
                  on the date of surrender, and (y) have a Fair Market Value on
                  the date of surrender equal to the aggregate exercise price of
                  the Shares as to which such Option shall be exercised, (4)
                  consideration received by the Company under a cashless
                  exercise program implemented by the Company in connection with
                  the Plan, or (5) any combination of the foregoing methods of
                  payment. In making its

                                       5



                  determination as to the type of consideration to accept, the
                  Administrator shall consider if acceptance of such
                  consideration may be reasonably expected to benefit the
                  Company.

9.       Exercise of Option.

                  (a)      Procedure for Exercise; Rights as a Stockholder. Any
                           Option granted hereunder shall be exercisable
                           according to the terms hereof at such times and under
                           such conditions as determined by the Administrator
                           and set forth in the Option Agreement. An Option may
                           not be exercised for a fraction of a Share.

                           An Option shall be deemed exercised when the Company
                           or its designated broker receives (i) written or
                           electronic notice of exercise (in accordance with the
                           Option Agreement) from the person entitled to
                           exercise the Option, and (ii) full payment for the
                           Shares with respect to which the Option is exercised.
                           Full payment may consist of any consideration and
                           method of payment authorized by the Administrator and
                           permitted by the Option Agreement and the Plan.
                           Shares issued upon exercise of an Option shall be
                           issued in the name of the Optionee or, if requested
                           by the Optionee, in the name of the Optionee and his
                           or her spouse. Until the Shares are issued (as
                           evidenced by the appropriate entry on the books of
                           the Company or of a duly authorized transfer agent of
                           the Company), no right to vote or receive dividends
                           or any other rights as a stockholder shall exist with
                           respect to the Shares, notwithstanding the exercise
                           of the Option. The Company shall issue (or cause to
                           be issued) such Shares promptly after the Option is
                           exercised. No adjustment will be made for a dividend
                           or other right for which the record date is prior to
                           the date the Shares are issued, except as provided in
                           Section 12 of the Plan.

                           Exercise of an Option in any manner shall result in a
                           decrease in the number of Shares thereafter
                           available, both for purposes of the Plan and for sale
                           under the Option, by the number of Shares as to which
                           the Option is exercised.

                  (b)      Termination of Relationship as a Service Provider. If
                           an Optionee ceases to be a Service Provider, such
                           Optionee may exercise his or her Option within ninety
                           (90) days after the date of termination (or such
                           other period of time as is specified in the Option
                           Agreement) to the extent that the Option is vested on
                           the date of termination, but in no event later than
                           the expiration of the term of the Option as set forth
                           in the Option Agreement (the "Option Expiration
                           Date"). If, on the date of termination, the Optionee
                           is not vested as to his or her entire Option, the
                           Shares covered by the unvested portion of the Option
                           shall revert to the Plan. If, after termination, the
                           Optionee does not exercise his or her Option within
                           the time specified by the Administrator, the Option
                           shall terminate, and the Shares covered by such
                           Option shall revert to the Plan.

                                       6



                  (c)      Disability of Optionee. If an Optionee ceases to be a
                           Service Provider as a result of the Optionee's
                           Disability, the Optionee may exercise his or her
                           Option within six (6) months after the date of
                           termination (or such other period of time as is
                           specified in the Option Agreement) to the extent the
                           Option is vested on the date of termination, but in
                           no event later than the Option Expiration Date. If,
                           on the date of termination, the Optionee is not
                           vested as to his or her entire Option, the Shares
                           covered by the unvested portion of the Option shall
                           revert to the Plan. If, after termination, the
                           Optionee does not exercise his or her Option within
                           the time specified herein, the Option shall
                           terminate, and the Shares covered by such Option
                           shall revert to the Plan.

                  (d)      Death of Optionee. If an Optionee dies while a
                           Service Provider, the Option may be exercised within
                           six (6) months after the date of the Optionee's death
                           (or such other period of time as is specified in the
                           Option Agreement), but in no event later than the
                           Option Expiration Date), by the Optionee's estate or
                           by a person who acquires the right to exercise the
                           Option by bequest or inheritance. The Option will be
                           exercisable during such period to the extent that the
                           right to exercise the Option would have accrued had
                           the Optionee continued living and remained a Service
                           Provider for one (1) year after the date of death.
                           If, at the time of death, the Optionee is not vested
                           as to the entire Option, the Shares covered by the
                           portion of the Option which would not have vested as
                           of the date one (1) year after the date of the
                           Optionee's death shall immediately revert to the
                           Plan. If the Option is not so exercised within the
                           time specified herein, the Option shall terminate,
                           and the Shares covered by such Option shall revert to
                           the Plan.

                  (e)      Buyout Provisions. The Administrator may at any time
                           offer to buy out for a payment in cash or Shares, an
                           Option previously granted, based on such terms and
                           conditions as the Administrator shall establish and
                           communicate to the Optionee at the time that such
                           offer is made.

10.      Restricted Stock Awards. Restricted Stock Awards shall be subject to
         the terms, conditions, and restrictions determined by the Administrator
         at the time the Restricted Stock is awarded, subject to Section 12 and
         the following: (a) for vesting solely based on an Optionee continuing
         as a Service Provider, no more than 1/3 of such awards will vest no
         earlier than the one (1) year anniversary of the grant date, and the
         remaining Shares will vest quarterly thereafter, such that an Optionee
         will be 100% vested no earlier than the third anniversary of the grant
         date, subject to continuing as a Service Provider, or (b) for vesting
         based on a hybrid of performance and continuing service, there will be
         a minimum service-based cliff vest of at least one year, i.e., no
         vesting in any event unless a minimum of one year of service has
         elapsed from the date of grant. The Administrator shall require the
         recipient to sign a Restricted Stock Award Agreement as a condition of
         the award. The Restricted Stock Award Agreement may contain such terms,
         conditions, representations and warranties as the Administrator may
         require. The certificates representing the Shares awarded shall bear
         such legends as shall be determined by the Administrator.

                                        7



11.      Non-Transferability of Options and Restricted Stock Awards. Except as
         determined otherwise by the Administrator in its discretion, Options
         and Restricted Stock Awards may not be sold, pledged, assigned,
         hypothecated, transferred, or disposed of in any manner other than by
         will or by the laws of descent or distribution and may be exercised,
         during the lifetime of the Optionee, only by the Optionee.

12.      Adjustments upon Changes in Capitalization, Merger or Asset Sale.

         (a)      Changes in Capitalization. Subject to any required action by
                  the stockholders of the Company, the number of Shares covered
                  by each outstanding Option or Restricted Stock Award, and the
                  number of Shares which have been authorized for issuance under
                  the Plan but as to which no Options or Restricted Stock Awards
                  have yet been granted or which have been returned to the Plan
                  upon cancellation or expiration of an Option or Restricted
                  Stock Award, as well as the price per share of Stock covered
                  by each such outstanding Option, shall be proportionately
                  adjusted for any increase or decrease in the number of issued
                  Shares resulting from a stock split, reverse stock split,
                  stock dividend, combination or reclassification of the Common
                  Stock, or any other increase or decrease in the number of
                  issued Shares effected without receipt of consideration by the
                  Company. The conversion of any convertible securities of the
                  Company shall not be deemed to have been "effected without
                  receipt of consideration." Such adjustment shall be made by
                  the Board, whose determination in that respect shall be final,
                  binding and conclusive. Except as expressly provided herein,
                  no issuance by the Company of shares of stock of any class, or
                  securities convertible into shares of stock of any class,
                  shall affect, and no adjustment by reason thereof shall be
                  made with respect to, the number or price of Shares subject to
                  an Option or Restricted Stock Award.

         (b)      Dissolution or Liquidation. In the event of the proposed
                  dissolution or liquidation of the Company, the Administrator
                  shall notify each Optionee as soon as practicable prior to the
                  effective date of such proposed transaction. The Administrator
                  in its discretion may provide for an Optionee to have the
                  right to exercise his or her Option until ten (10) days prior
                  to such transaction as to all of the Optioned Stock covered
                  thereby, including Shares as to which the Option would not
                  otherwise be exercisable. In addition, the Administrator may
                  provide that any Company repurchase option applicable to any
                  Shares purchased upon exercise of an Option shall lapse as to
                  all such Shares, provided the proposed dissolution or
                  liquidation takes place at the time and in the manner
                  contemplated. To the extent it has not been previously
                  exercised, an Option will terminate immediately prior to the
                  consummation of such proposed action.

         (c)      Merger or Asset Sale. In the event of a merger of the Company
                  with or into another corporation or the sale of substantially
                  all of the assets of the Company, each outstanding Option and
                  Restricted Stock Award (to the extent

                                       8



                  the Company's right to return of forfeited shares subject to
                  the Restricted Stock Award had not terminated as of the date
                  of closing of the merger or asset sale) shall be assumed or an
                  equivalent option, right or agreement substituted by the
                  successor corporation or a Parent or Subsidiary of the
                  successor corporation. In the event that a Restricted Stock
                  Award Agreement is not assumed or substituted, the Company's
                  right to return of forfeited Shares shall terminate as of the
                  date of the closing of the merger or asset sale. In the event
                  that the successor corporation refuses to assume or substitute
                  for the Option, the Optionee shall fully vest in and have the
                  right to exercise the Option with respect to all of the
                  Optioned Stock, including Shares as to which it would not
                  otherwise be vested or exercisable. If an Option becomes fully
                  vested and exercisable in lieu of assumption or substitution
                  in the event of a merger or sale of assets, the Administrator
                  shall notify the Optionee in writing or electronically that
                  the Option shall be fully exercisable for a period of fifteen
                  (15) days from the date of such notice, and the Option shall
                  terminate upon the expiration of such period. For the purposes
                  of this Section 12(c), the Option shall be considered assumed
                  if, following the merger or sale of assets, the option or
                  right confers the right to purchase or receive, for each Share
                  of Optioned Stock subject to the Option immediately prior to
                  the merger or sale of assets, the consideration (whether
                  stock, cash, or other securities or property) received in the
                  merger or sale of assets by holders of Common Stock for each
                  Share held on the effective date of the transaction (and if
                  holders were offered a choice of consideration, the type of
                  consideration chosen by the holders of a majority of the
                  outstanding Shares); provided, however, that if such
                  consideration received in the merger or sale of assets is not
                  solely stock of the successor corporation or its Parent, the
                  Administrator may, with the consent of the successor
                  corporation, provide for the consideration to be received upon
                  the exercise of the Option, for each Share of Optioned Stock
                  subject to the Option, to be solely stock of the successor
                  corporation or its Parent equal in fair market value to the
                  per share consideration received by holders of Common Stock in
                  the merger or sale of assets. For purposes of this Section
                  12(c), a Restricted Stock Award shall be considered assumed
                  if, following the merger or sale of assets, the Restricted
                  Stock Award, for each Share subject to the Restricted Stock
                  Award that was unvested immediately prior to the merger or
                  sale of assets, confers the right to receive upon subsequent
                  vesting the consideration (whether stock, cash, or other
                  securities or property) received in the merger or sale of
                  assets by holders of Stock for each Share subject to the
                  Restricted Stock Award on the effective date of the
                  transaction (and if holders were offered a choice of
                  consideration, the type of consideration chosen by the holders
                  of a majority of the outstanding Shares); provided, however,
                  that if such consideration received in the merger or sale of
                  assets is not solely stock of the successor corporation or its
                  Parent, the Administrator may, with the consent of the
                  successor corporation provide for the consideration to be
                  received upon the subsequent vesting of the Restricted Stock
                  Award to be solely stock of the successor

                                       9



                  corporation or it Parent equal in fair market value to the per
                  share consideration received by holders of Stock in the merger
                  or sale of assets.

13.      Time of Granting Options and Restricted Stock Awards. The date of grant
         of an Option or Restricted Stock Award shall, for all purposes, be the
         date on which the Administrator makes the determination granting such
         Option or Restricted Stock Award, or such later date as is determined
         by the Administrator. Notice of the determination shall be given to
         each Outside Director to whom an Option or Restricted Stock Award is so
         granted within a reasonable time after the date of such grant.

14.      Amendment and Termination of the Plan.

         (a)      Amendment and Termination. The Board may at any time amend,
                  alter, suspend or terminate the Plan; provided, however, that
                  the Board may not materially amend the Plan without obtaining
                  stockholder approval to the extent that stockholder approval
                  is necessary or desirable to comply with Applicable Laws.

         (b)      Effect of Amendment or Termination. No amendment, alteration,
                  suspension or termination of the Plan shall impair the rights
                  of any Optionee, unless mutually agreed otherwise between the
                  Optionee and the Administrator, which agreement must be in
                  writing and signed by the Optionee and the Company.
                  Termination of the Plan shall not affect the Administrator's
                  ability to exercise the powers granted to it hereunder with
                  respect to awards granted under the Plan prior to the date of
                  such termination.

15.      Conditions Upon Issuance of Shares. Shares shall not be issued pursuant
         to the Plan unless the issuance and delivery of such Shares complies
         with Applicable Laws and shall be further subject to the approval of
         counsel for the Company with respect to such compliance.

16.      Inability to Obtain Authority. The inability of the Company to obtain
         authority from any regulatory body having jurisdiction, which authority
         is deemed by the Company's counsel to be necessary to the lawful
         issuance and sale of any Shares hereunder, shall relieve the Company of
         any liability in respect of the failure to issue or sell such Shares as
         to which such requisite authority shall not have been obtained.

17.      Reservation of Shares. The Company, during the term of this Plan, shall
         at all times reserve and keep available such number of Shares as shall
         be sufficient to satisfy the requirements of the Plan.

                                       10



                            CERTIFICATE OF SECRETARY
                                       OF
                                PEOPLESOFT, INC.

         THE UNDERSIGNED, ANNE S. JORDAN, CERTIFIES THAT SHE IS THE DULY ELECTED
SECRETARY OF PEOPLESOFT, INC., A DELAWARE CORPORATION (THE "CORPORATION"), AND
THAT THE STOCKHOLDERS OF THE CORPORATION AT THE 2003 ANNUAL MEETING OF
STOCKHOLDERS HELD OF MAY 27, 2003 DULY ADOPTED THE 2003 Directors' Stock Plan.

                               /S/ ANNE S. JORDAN
                               ------------------
                                   ANNE S. JORDAN

                                       11