8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 12, 2004

PEOPLESOFT, INC.

(Exact name of registrant as specified in its charter)

0-20710
(Commission file number)

Delaware (State or other jurisdiction of incorporation)	68-0137069 (I.R.S. Employer Identification Number)
4460 Hacienda Drive, Pleasanton, CA (Address of principal executive offices)	94588-8618 (Zip Code)

Registrant’s telephone number, including area code: (925) 225-3000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EXHIBIT 10.1

EXHIBIT 10.2

EXHIBIT 10.3

Item 1.01. Entry into a Material Definitive Agreement

     On October 12, 2004, PeopleSoft, Inc. (the “Company”) entered into a Separation Agreement and General Release (the “Separation Agreement”) with Ram Gupta, former Executive Vice President, Products and Technology. Pursuant to the Separation Agreement, Mr. Gupta will receive the severance benefits provided for in the Company’s Executive Severance Policy for Executive Vice Presidents. In addition, Mr. Gupta will receive $124,147.21, less deductions required by law, in lieu of accelerated vesting of shares of restricted stock that were scheduled to vest in October and November 2004. A copy of the Separation Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by this reference.

     On October 18, 2004, the Company entered into a Retention Agreement (the “Retention Agreement”) with Guy Dubois, Executive Vice President, International Operations, which provides for the payment of a $500,000 retention bonus if, on May 15, 2005, Mr. Dubois is employed, and has been continuously employed since the date of the Retention Agreement, by the Company and/or its divisions, subsidiaries or affiliates or any successors to any such entities. The Retention Agreement implements a bonus that was approved by the Company’s Compensation Committee in early 2004. Mr. Dubois’ retention bonus was awarded in lieu of the deferred stock bonuses that were awarded to other comparable executives based in the United States in June 2004 and previously disclosed in Amendment No. 29, dated June 18, 2004, to the Company’s Solicitation/Recommendation Statement on Schedule 14D-9. A copy of the Retention Agreement is attached hereto as Exhibit 10.2 and is incorporated herein by this reference.

     On October 1, 2004, former President and Chief Executive Officer Craig Conway’s employment was terminated by the Company’s Board of Directors and on October 18, 2004, the Company entered into a Separation Agreement (the “Agreement”) with Mr. Conway. Pursuant to the Agreement, Mr. Conway will receive the severance benefits provided for in the Employment Agreement by and between the Company and Mr. Conway dated May 10, 1999 and restated as of May 27, 2003, except that Mr. Conway will receive a discounted lump sum cash payment rather than continued payments for 24 months of base salary and target bonus. A copy of the Agreement is attached hereto as Exhibit 10.3 and is incorporated herein by this reference.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits

Exhibit	Description
10.1	Separation Agreement and General Release between PeopleSoft, Inc. and Ram Gupta, dated October 12, 2004
10.2	Retention Agreement between PeopleSoft, Inc. and Guy Dubois, entered into on October 18, 2004
10.3	Separation Agreement between PeopleSoft, Inc. and Craig Conway, dated October 18, 2004

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 18, 2004

PEOPLESOFT, INC.
By:	/s/ Kevin T. Parker
	Kevin T. Parker
	Co-President and Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
10.1	Separation Agreement and General Release between PeopleSoft, Inc. and Ram Gupta, dated October 12, 2004
10.2	Retention Agreement between PeopleSoft, Inc. and Guy Dubois, entered into on October 18, 2004
10.3	Separation Agreement between PeopleSoft, Inc. and Craig Conway, dated October 18, 2004

EX-10.1

Exhibit 10.1

Separation Agreement and General Release

This Agreement is made as of the Effective Date set forth below, between PeopleSoft, Inc. (“PeopleSoft”) having a place of business at 4460 Hacienda Drive, Pleasanton, California 94558 and Ram Gupta (“Gupta”). (Also referred to as “Parties”)

WHEREAS, the parties wish to avoid any future dispute or litigation regarding Gupta’s employment with PeopleSoft;

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto, intending to be legally bound, agree as follows:

1.	Employment. It is agreed that Gupta’s employment is terminated effective at the end of regular business on October 11, 2004 (“Employment Termination Date”), and Gupta hereby, renounces forever any claim related to his employment or to the termination of his employment from PeopleSoft.
2.	Separation Payment, Bonus, Indemnification & Stock Rights. In return for Gupta’s execution of this Agreement, PeopleSoft agrees that Gupta shall be indemnified according to the terms of the attached Indemnification Agreement, effective October 12, 2004 between Gupta and PeopleSoft, and that Gupta will receive the following, and agrees to make the payments, as specified below:

i.	Separation Payment. In return for Gupta’s execution of this Agreement, PeopleSoft agrees to pay the amount of Four Hundred Twenty-five Thousand Dollars ($425,000.00), less deductions required by law.
ii.	Bonus. PeopleSoft agrees to pay the amount of Four Hundred Thousand Dollars ($400,000.00), less deductions required by law. This amount reflects 12 months of Gupta’s target bonus pursuant to the Company’s Executive Management Bonus Plan at Gupta’s current rate.
iii.	Restricted Stock Payout. PeopleSoft agrees to pay the amount of One Hundred Twenty-four Thousand, One Hundred Forty-seven and twenty-one cents ($124,147.21), less deductions required by law. This amount reflects the current value of the 2,562 Restricted Stock Shares subject to vest on October 30, 2004 and the 3,125 Restricted Stock Shares subject to vest on November 5, 2004, valuing at $21.83 per share, the closing market price on October 11, 2004, Gupta’s termination date.
iv.	Stock Option Vesting. PeopleSoft agrees to provide credit for 12 months of employment toward vesting of stock options, granted prior to October 11, 2004, Gupta’s termination date, unless the plan under which the Options were granted prohibits such credit or acceleration or provides for alternative vesting.

These payments and stock vesting rights are commensurate with PeopleSoft’s Executive Severance Policy for Executive Vice Presidents as amended on June 17, 2004 and signed by Gupta on June 18, 2004. Payments will be made in 8 days following the execution of this Agreement provided that Gupta does not revoke the release contained in Section 7 below.

3. COBRA. PeopleSoft agrees to pay the COBRA premium for Gupta and any covered dependents for a period of twelve (12) months, through November 30, 2005, or until Gupta secures gainful employment, whichever occurs first. Gupta is responsible for initiating COBRA coverage effective November 1, 2004. Beginning December 1, 2005, Gupta will be responsible for COBRA premiums if he wishes to continue COBRA coverage

4. Executive Career Transition Assistance. PeopleSoft agrees to pay for up to three (3) months of executive career transition assistance to be provided by Right Management Consultants, or a third party to be named by Gupta. Under no conditions will Gupta receive a cash equivalent of the value of such career transition assistance. If Gupta elects to use these services, these services will not commence until Gupta and PeopleSoft have executed this Agreement.

5. Non-Solicitation. Gupta agrees that during the six-month period following October 11, 2004, without the prior written consent of PeopleSoft’s General Counsel, Gupta will not recruit or solicit any person who is an employee or consultant of PeopleSoft as of the Effective Date, or otherwise encourage any such person to terminate or curtail his or his employment or consulting relationship with PeopleSoft.

6. Injunctive Relief. The remedy at law for any breach of this Agreement is and will be inadequate, and in the event of a breach or threatened breach by Gupta of any provision of this Agreement (including without limitation, any of the provisions of paragraph 5), PeopleSoft shall be entitled to an injunction restraining Gupta from violating any such provision. Nothing herein contained shall be construed as prohibiting PeopleSoft from pursuing damages or any other remedies available to it for such breach.

7. General Release. In return for the terms of this Agreement, the sufficiency of which Gupta hereby acknowledges, Gupta forever fully releases, remises, acquits and discharges PeopleSoft and its agents, officers, partners, shareholders, directors, employees, subsidiaries, attorneys, representatives, successors and assigns, and each of them, from any and all claims, rights, demands, actions, obligations, liabilities, causes of action, damages, and losses of any and every kind, nature and character known or unknown, existing, or which could be claimed to exist as of the Effective Date, whether based on tort, contract (express or implied) or any federal, state or local law, statute or regulation, including without limitation, any potential claim under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, (or any state statute providing similar protection) the Employment Retirement Income Security Act, Older Workers Benefit Protection Act, The Fair Employment and Housing Act, as well as any other claim, whether known or unknown, arising from or connected in any way whatsoever with Gupta’s employment with PeopleSoft and or termination of employment. Gupta hereby waives all rights or benefits under all state or federal laws or regulations that might otherwise be applicable to this release including, without limitation, Section 1542 of the California Civil Code, which reads as follows:

A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected the settlement by the debtor.

8. Acknowledgement of Waiver of Claims Under ADEA. By this Agreement, Gupta has been advised to consult an attorney prior to signing this waiver of his rights, including those, if any, under the Age Discrimination in Employment Act (“ADEA”) and the Older

Page 2 of 4

Workers Benefit Protection Act. Gupta understands that he has twenty-one (21) calendar days in which to consider whether to sign this waiver, although he is not required to wait twenty-one (21) calendar days before signing. Gupta further understands that he may revoke his approval of this Agreement within seven (7) calendar days after signing it

9. Confidential Information. Gupta shall continue to maintain the confidentiality of all Trade Secrets of PeopleSoft and shall continue to comply with the terms and conditions of all confidentiality agreements previously executed by Gupta.

10. Successors, Assigns, Merger. This Agreement shall be binding upon and shall inure to the benefit of PeopleSoft and its successors and assigns. This Agreement shall be binding upon Gupta and shall inure to his benefit and to the benefit of his heirs, executors, administrators and legal representatives, but shall not be assignable by Gupta.

11. Entire Agreement. This Agreement constitutes the entire agreement between PeopleSoft and Gupta relating to the matters provided for herein. This Agreement supersedes and replaces any prior verbal or written agreements or representations between the parties regarding the matters addressed herein. This Agreement may be amended or altered only in a writing signed by PeopleSoft and by Gupta.

12. Applicable Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of California without regard to conflicts of law principles.

13. No Admission. It is understood and agreed that the above consideration will be provided without any admission of liability or wrongdoing on the part of Gupta and/or PeopleSoft.

14. Payment of Salary. Gupta acknowledges and represents that PeopleSoft has paid all salary, wages, bonuses, commissions and all other benefits due to his as of the date he executes this Agreement, except for the payments pursuant to this Agreement.

15. Representations. Gupta represents that he has no lawsuits, claims or actions pending in his name, or on behalf of any other person or entity, against PeopleSoft or any of its employees or consultants. Gupta also represents that he does not intend to bring any claims on his own behalf or on behalf of any other person or entity against PeopleSoft or any of its employees or consultants.

16. Confidentiality. Gupta agrees to maintain the confidentiality of the existence of this Agreement, the contents and the terms of this Agreement, and the consideration for this Agreement (hereinafter collectively referred to as “Settlement Information”). Gupta agrees to take every reasonable precaution to prevent disclosure of any Settlement Information and agree that they will not initiate any publicity, directly or indirectly, concerning any Settlement Information. Gupta agrees to take every precaution to disclose Settlement Information only to his attorneys, accountants, his immediate family members or others as required by law. The parties agree that the damage to either party caused by a breach of this paragraph would be difficult to ascertain with certainty.

17. Fees. In any action to enforce the terms of this Agreement, the prevailing party shall be entitled to recover as damages its reasonable attorneys’ fees and costs.

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18. No Representations. Each party represents that it has had the opportunity to consult with an attorney, and carefully read and understands the scope and effect of this Agreement. Neither party has relied upon any representation or statement made by the other party hereto which is not specifically set forth in this Agreement.

19. Voluntary Execution of Agreement. This Agreement is executed voluntarily and without any duress or undue influence on the part or behalf of the parties hereto, with the full intent of releasing all claims.

20. Counterparts. This Agreement may be executed by the parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

21. Stay of Time. In the event either party violates the provisions of this Agreement, the running of the time period of such provisions so violated shall be suspended automatically and retroactively upon the date of such violation (as subsequently determined by an arbitrator or court of competent jurisdiction) and shall resume on the date such violation permanently ceases.

The original signed copy of this Agreement must be returned to PeopleSoft at the following address:

PeopleSoft, Inc.
Attn: Darnelle Aynesworth, Director, Employee Relations
4500 PeopleSoft Parkway, PO Box 9020
Pleasanton, CA 94588

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date set forth below.

Effective Date: October 12, 2004

PEOPLESOFT, INC.		EMPLOYEE
By:	/s/ Darnelle Aynesworth	/s/ Ram Gupta
	Director, Employee Relations	Ram Gupta
		Date Executed	October 12, 2004
By:	/s/ Monika Fahlbusch
	Vice President, Human Resources

Page 4 of 4

EX-10.2

Exhibit 10.2

Retention Agreement

This Retention Agreement (the “Agreement”) between PeopleSoft Inc, a Delaware corporation, and Mr. Guy Dubois (“Employee”) is effective as of June 17, 2004.

The parties hereby agree:

1. Definitions. The following definitions shall be used in this Agreement:

“Affiliated Group” shall mean PeopleSoft, Inc., and/or divisions, subsidiaries or affiliates of PeopleSoft, Inc. or any successors to any such entities.

“Retention Bonus” means U.S. five hundred thousand dollars and no cents (US$500,000.00).

“Cause” shall mean Cause, as such term is defined in the Severance Policy.

“Term” shall mean the period from the date of this Agreement through May 15, 2005.

2. Retention Bonus.

     If, on May 15, 2005, Employee is employed by the Affiliated Group and during the Term Employee has remained continuously employed by the Affiliated Group, PeopleSoft, Inc., in the name and on behalf of the Affiliated Group, will pay Employee the Retention Bonus within seven (7) days after May 15, 2005, converted into Euros at the exchange rate in effect at Wells Fargo Bank on the business day before payment is made by PeopleSoft, Inc. The Retention Bonus shall not be payable if, during the Term, for any reason or no reason, with or without Cause, Employee is no longer employed by an entity in the Affiliated Group. The Retention Bonus shall not be earned or payable on a pro rata basis over the Term. No part of the Retention Bonus shall be earned by or payable to Employee if he has not remained continuously employed by an entity or by entities in the Affiliated Group during the Term.

3. Other Provisions

a. This Agreement shall be governed in all respects by and construed in accordance with the laws of the United States of America and of the State of California as applied to agreements entered into and to be performed entirely within California between California residents. The parties acknowledge that the United Nations Convention on Contracts for the International Sale of Goods (1980) is specifically excluded from application to this Agreement. This Agreement is prepared and executed in the English language only and any

translations of this Agreement into any other language shall have no effect. All proceedings related to this Agreement shall be conducted in the English language.

b. The parties hereby submit to the jurisdiction of, and waive any venue objections against, the United States District Court for the Northern District of California and the Superior and Municipal Courts of the State of California, Santa Clara County, in any litigation arising out of the Agreement.

c. This Agreement may be amended or supplemented only by a writing that refers explicitly to this Agreement and that is signed on behalf of both parties.

d. This Agreement is not assignable by Employee, voluntarily or by operation of law or otherwise, without the prior written consent of the PeopleSoft, Inc. The terms of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the permitted respective successors and assigns of the parties hereto.

e. This Agreement is the entire agreement between the parties regarding its subject matter. It supersedes and its terms govern, all prior proposals, agreements, or other communications between the parties, oral or written, regarding such subject matter. This Agreement shall not be modified unless done so in a writing signed by authorized representatives of PeopleSoft, Inc. and by Employee.

f. Neither party will disclose any terms or the existence of this Agreement, except pursuant to a mutually agreeable press release or as otherwise required by law.

g. This Agreement may be signed in two counterparts which together shall form a single agreement as if both parties had executed the same document.

h. A signature on a copy of this Agreement received by either party by facsimile is binding upon the other party as an original. Both parties agree that a photocopy of such facsimile may also be treated by the parties as a duplicate original.

i. The paragraph headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such paragraph or in any way affect such paragraph.

j. Any notices required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) by telecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth below (with notice being made to the attention of

the General Counsel in the case of PeopleSoft, Inc.) or such other addresses as either party may specify in writing.

k. If any part of this Agreement shall be held unenforceable, the remainder of the Agreement shall nevertheless remain in full force and effect.

(the remainder of this page is blank)

Agreed and accepted:
PeopleSoft, Inc.
/s/ James P. Shaughnessy
	(signature)
James P. Shaughnessy
	(name)
Senior Vice President and General Counsel
	(title)
October 18, 2004
	(date executed)
Address:
Attn: General Counsel
PeopleSoft, Inc.
4460 Hacienda Drive
Pleasanton, California 94588
Facsimile: (925) 694-4444
Employee:
/s/ Guy Dubois
Guy Dubois

Address:
October 14, 2004
	(date executed)

EX-10.3

Exhibit 10.3

SEPARATION AGREEMENT

     This Separation Agreement (“Agreement”) is made and entered into by and between Craig Conway (“Executive”), and PeopleSoft, Inc. (“Company”), is effective when executed by both parties and is based upon the following:

RECITALS

     A. Executive has been employed by Company as its President and Chief Executive Officer since May 1999.

     B. The Company has terminated Executive’s employment, as set forth below.

     C. This Agreement is entered into in order to document the parties agreements regarding the termination.

     NOW THEREFORE, the parties agree that in full, sufficient and complete consideration of the mutual promises and covenants contained herein, Executive and Company hereby agree as follows:

AGREEMENT

     1. Termination of Employment. Effective as of 12:01 a.m. on October 1, 2004 (“Termination Date”), Executive was terminated from the employ of the Company without Cause pursuant to section 4(d) of the Employment Agreement entered into by Executive and the Company on May 10, 1999 and restated as of May 27, 2003 (the “Employment Agreement”). Following the Termination Date and Executive’s resignation as a member of the Board of Directors of the Company, Executive shall no longer be designated as a Section 16(b) person of the Company under the Securities Exchange Act of 1934, as amended.

     2. Accrued Salary and Paid Time Off. Executive has recieved payment, subject to customary withholding and other taxes, on the Termination Date for all earned and unpaid base salary, and all accrued and unused vacation as of that date. Executive and Company acknowledge and agree that no deferred salary remains payable to Executive, and that there is no agreement to defer payment of any future salary to which Executive may be entitled.

     3. Severance Benefits. Upon execution of this Agreement and the Mutual Release of Claims attached hereto as Exhibit A, Executive will receive the following severance benefits pursuant to section 4(d) of the Employment Agreement in addition to the payments referenced in section 2:

          (i) In strict compliance with the Employment Agreement, with respect to the Stock Options granted to Executive prior to the Termination Date, that number of Stock Options that would have vested had Executive remained employed by the Company for an additional twenty-four (24) months after the Termination Date shall immediately have their vesting accelerated based on service-based vesting provisions only;

          (ii) In strict compliance with the Employment Agreement, with respect to the restricted stock grant of 500,000 shares awarded to Executive (grant number 034756), Executive will receive a cash payment equal to the fair market value of the number of shares of restricted stock that would have vested pro rata based on the number of months from the date of the grant through the Termination Date;

          (iii) In strict compliance with the Employment Agreement, with respect to the restricted stock grant of 150,000 shares awarded to Executive (grant number 045455), Executive will receive a cash payment equal to the fair market value as of the Termination Date of the number of shares of restricted stock that would have had their vesting accelerated as a result of twenty-four (24) months service-based vesting;

          (iv) In variance of the Employment Agreement, Executive shall receive within 5 days of the effective date a lump sum payment equal to $3,207,766.33 which equates to the Company’s obligation for continued payments of twenty-four (24) months Base Salary and twenty-four (24) months Target Bonus discounted to net present value, less applicable withholding obligations of the Company; and

          (v) In strict compliance with the Employment Agreement, the Company will pay the group health, dental and vision plan continuation coverage premiums for Executive and his covered dependents under Title X of the Consolidated Budget

Reconciliation Act of 1985, as amended (“COBRA”) or any applicable state law that provides for such continuation coverage for the lesser of (A) twenty-four (24) months from the Termination Date, or (B) the date upon which Executive and his covered dependents are covered by similar plans of Executive’s new employer.

     4. Other Compensation or Benefits. Executive acknowledges and agrees that, except as expressly provided in this Agreement, Executive will not receive and is not entitled to any additional compensation, severance or benefits after the Termination Date except such payment, if any, as may be due under section 16 (Golden Parachute Excise Taxes) of the Employment Agreement.

     5. Continuing Obligations. Executive reaffirms his existing and continuing obligations set forth in the Employee Proprietary Information Agreement (the “Proprietary Information Agreement”) that Executive signed, a copy of which is attached hereto at Exhibit B. Executive acknowleges and agrees that such obligations are continuing and survive the termination of Executive’s employment with the Company.

     6. Taxes. Executive acknowledges and agrees that Executive shall be personally responsible for the payment of any and all taxes which may be due on the payments described in this Agreement, except for any FICA or other payroll taxes which a state or federal government tax agency determines the Company was obligated to pay on behalf of the Company. Executive further acknowledges that the Company does not make and has not made any representations regarding the taxability of any payment from the Company to Executive described in this Agreement, and Executive has have not relied on any representations of the Company on that subject. Executive further acknowledges that Executive will indemnify and hold the Company harmless in the event any taxing authority determines that tax obligations are due pursuant to the payments made hereunder.

     7. The parties to this Agreement understand that each party is responsible for bearing its own costs and attorneys’ fees incurred in connection with the preparation and negotiation of this Agreement.

     8. Miscellaneous. This Agreement, including Exhibit A, which is hereby incorporated by reference herein, constitutes the complete, final and exclusive embodiment of the entire agreement between Executive and the Company with regard to this subject matter. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations. This Agreement may not be modified or amended except in a writing signed by Executive and a duly authorized officer of the Company. This Agreement will bind the heirs, personal representatives, successors and assigns of Executive and the Company, and inure to the benefit of Executive and the Company, their heirs, successors and assigns. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination will not affect any other provision of this Agreement and the provision in question will be modified by the court so as to be rendered enforceable. Each party shall bear its own costs, expenses and attorneys’ fees incurred in negotiating and finalizing this Agreement. This Agreement will be deemed to have been entered into and will be construed and enforced in accordance with the laws of the State of California without regard to principles of conflict of laws. Any dispute regarding the payments and benefits described herein shall be subject to section 14 of the Employment Agreement (Non-Binding Mediation, Arbitration and Equitable Relief); the arbitrator’s fees in connection with any arbitration proceeding arising under that section shall be paid by the Company.

     IN WITNESS WHEREOF, this Agreement has been executed in duplicate originals on the dates indicated below, and shall become effective as indicated above.

	EXECUTIVE
Dated: October 15, 2004	By:	/s/ Craig Conway
	PEOPLESOFT, INC.
Dated: October 18, 2004	By:	/s/ A. George Battle
		Member, Board of Directors
Dated: October 17, 2004
	By:	/s/ James P. Shaughnessy
		General Counsel

Exhibit A – Mutual Release of Claims

Exhibit B – Proprietary Information Agreement

EXHIBIT A

MUTUAL RELEASE OF CLAIMS

     This Release of Claims (“Release”) is entered into by and between Craig Conway (“Executive”) and PeopleSoft, Inc. (“Company”) as follows:

     Executive understands and agrees to the terms in the foregoing Separation Agreement (“Agreement”) and also understands that this Release, together with the Agreement, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and Executive with regard to the subject matter hereof. Executive is not relying on any promise or representation by the Company that is not expressly stated therein. Certain capitalized terms used in this Release are defined in the Agreement.

     Except as otherwise set forth in this Release, Executive hereby releases the Company and its parents, subsidiaries, successors, predecessors and affiliates, and its and their current and former partners, members, directors, officers, employees, stockholders, shareholders, agents, attorneys, predecessors, insurers, affiliates and assigns (“Releasees”), from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to Executive’s compensation or benefits under the Employment Agreement entered into by Executive and the Company on May 10, 1999 and restated as of May 27, 2003 (“Employment Agreement”), including without limitation claims for salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, restricted stock, stock options, or any other equity compensation or ownership interests in the Company (other than compensation and benefits accrued on or before any termination of employment).

     The Company, in turn, hereby releases Executive from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to Executive’s compensation or benefits under the Employment Agreement, including without limitation claims for salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, restricted stock, stock options, or any other equity compensation or ownership interests in the Company (other than compensation and benefits accrued on or before any termination of employment).

     The matters released herein do not include claims, liabilities and obligations (i) of Executive pursuant to the Proprietary Information Agreement signed by Executive, (ii) of the parties pursuant to the Indemnification Agreement entered into by and between the Company and Executive on August 12, 2002, (iii) any indemnification rights of Executive under the Company’s Certificate of Incorporation, the Company’s Bylaws, any vote of stockholders or disinterested Directors, the General Corporation Law of the State of Delaware, or any other law, statute or regulation, both as to action in Executives’s official capacity and as to action in any other capacity while holding such office, or (iv) of Company with respect to such payment, if any, as may be due to Executive under section 16 (Golden Parachute Excise Taxes) of the Employment Agreement.

     Executive and the Company represent and warrant that they each, respectively, have the sole right and authority to execute this Release and that they have not assigned or transferred, or purported to assign or transfer, to any corporation, entity or person, any dispute or claims released herein or any amount of money related thereto.

	EXECUTIVE
Dated: October 15, 2004	By:	/s/ Craig Conway
	PEOPLESOFT, INC.
Dated: October 18, 2004	By:	/s/ A. George Battle
		Member, Board of Directors
Dated: October 17, 2004
	By:	/s/ James P. Shaughnessy
		General Counsel