EMC Announces Definitive Agreement to Acquire RSA Security, Further Advancing Information-Centric Security; Market Leaders in I

EMC Corporation (NYSE:EMC), the leader in information
management and storage, and RSA Security Inc. (NASDAQ:RSAS), the
leader in protecting and managing identities and digital assets, today
announced a definitive agreement for EMC to acquire RSA. Under the
terms of the agreement, EMC will pay $28.00 per share in cash in
exchange for each share of RSA and the assumption of outstanding
options, for an aggregate purchase price of slightly less than $2.1
billion, net of RSA's existing cash balance. EMC's acquisition of RSA
brings together two market leaders with a shared vision for helping
organizations of all sizes securely manage their information
throughout its lifecycle. The acquisition adds industry-leading
identity and access management solutions and encryption and key
management software to EMC's expanding, information-centric security
portfolio. The acquisition is expected to be completed late in the
third quarter or early in the fourth quarter of 2006, subject to
customary closing conditions and regulatory approvals.
   Joe Tucci, EMC's Chairman, President and CEO, said, "Information
security is a top priority among executives around the world, and it
has become an inseparable attribute of information management.
Businesses can't secure what they don't manage, and when it comes to
securing information, that means simply two things - managing the data
and managing access to the data. EMC is the leading provider of
information management solutions. Bringing RSA into the fold provides
EMC with industry-leading identity and access management technologies
and best-in-class encryption and key management software to help EMC
deliver information lifecycle management securely."
   RSA provides technologies to secure information no matter where it
resides or travels inside or outside of an organization and throughout
its lifecycle. With industry-leading authentication, access control,
and encryption solutions, RSA helps organizations of all sizes ensure
the authenticity and protection of people, information and
transactions.
   "This acquisition signals a fundamental change in the landscape of
the security market," continued Tucci. "EMC is 100% committed to
applying the resources required to continue to expand RSA's leading
market share while also tightly integrating their technology with
EMC's products to bring customers the best information-centric
security portfolio available."
   According to recent surveys conducted by industry and financial
analyst firms, information security is the number one priority among
CIOs. Meanwhile, 75% of U.S. companies suffer data loss each year.
With high-profile data breaches garnering national coverage and
pressure to meet regulatory compliance, the combination of RSA's
security offerings and EMC's information management and storage
solutions uniquely addresses the market's rapidly growing need for
information-centric security.
   EMC's information-centric security strategy implements an
integrated, four-part solution that secures information throughout its
lifecycle. The strategy helps customers assess the security of their
information, secure their information infrastructure, directly protect
their sensitive information, and manage security information and
events to assure effectiveness and ease the burdens of compliance. The
integration of RSA's authentication and access management capabilities
will build on EMC's foundation of inherently secure products and
processes. RSA's encryption and key management technology will be
central to EMC's strategy to directly protect the information no
matter where it resides within or outside of an organization.
   Art Coviello, RSA CEO and President, said, "Information security
threats are evolving from attacks on the network and the perimeter to
attacks on the data itself. These attacks are designed to obtain
information, intellectual property and other information that can be
exploited for criminal gain. For this reason, security must be an
integral part of the information infrastructure, transparently
allowing authorized users to easily get access to information. The
combination of RSA's leading security technology coupled with EMC's
best-in-class information infrastructure and financial resources will
accelerate the integration of security into the information
infrastructure."
   On a GAAP basis, EMC currently expects the acquisition of RSA will
be dilutive by $.03 per diluted share in 2007 and will not have a
material impact on diluted earnings per share in 2008. On a non-GAAP
basis, which excludes the impact of intangible amortization and stock
option expense, EMC currently expects the acquisition will not have a
material impact on diluted earnings per share in 2007 and will be
accretive to earnings by $.03 per diluted share in 2008.
   Upon completion of the acquisition, RSA will operate as EMC's
Information Security Division, headquartered in Bedford, Mass. Art
Coviello will become an Executive Vice President of EMC and President
of the division.

   Conference Call & Webcast

   EMC Chairman, President and CEO Joe Tucci, RSA CEO and President
Art Coviello, and EMC Vice Chairman and Chief Financial Officer Bill
Teuber will discuss the acquisition on a conference call for financial
analysts, investors and the news media at 5:30 p.m. EDT, today. The
dial-in number is 210-234-0104. The pass code to access the call is
EMC. For the general public, the call will be webcast with supporting
slides at EMC and RSA's home pages, www.EMC.com and www.RSA.com. A
replay of the call will be available approximately one hour following
the call at 203-369-1706.

   About EMC

   EMC Corporation (NYSE: EMC) is the world leader in products,
services and solutions for information management and storage that
help organizations extract the maximum value from their information,
at the lowest total cost, across every point in the information
lifecycle. Information about EMC's products and services can be found
at www.EMC.com.

   About RSA

   RSA Security Inc. is the expert in protecting online identities
and digital assets. The inventor of core security technologies for the
Internet, the Company leads the way in strong authentication,
encryption and anti-fraud protection, bringing trust to millions of
user identities and the transactions that they perform. RSA Security's
portfolio of award-winning identity & access management solutions
helps businesses to establish who's who online - and what they can do.
For more information, please visit www.rsasecurity.com.

   This release contains "forward-looking statements", including
forward-looking statements under the Federal Securities Laws. Actual
results could differ materially from those projected in the
forward-looking statements as a result of certain risk factors,
including but not limited to: (i) risks associated with acquisitions
and investments, including the challenges and costs of closing,
integration, restructuring and achieving anticipated synergies
associated with the acquisition; (ii) adverse changes in general
economic or market conditions; (iii) delays or reductions in
information technology spending; (iv) competitive factors, including
but not limited to pricing pressures and new product introductions;
(v) the relative and varying rates of product price and component cost
declines and the volume and mixture of product and services revenues;
(vi) component and product quality and availability; (vii) the
transition to new products, the uncertainty of customer acceptance of
new product offerings and rapid technological and market change;
(viii) insufficient, excess or obsolete inventory; (ix) war or acts of
terrorism; (x) the ability to attract and retain highly qualified
employees; (xi) fluctuating currency exchange rates; and (xii) other
one-time events and other important factors disclosed previously and
from time to time in EMC's and RSA's filings with the U.S. Securities
and Exchange Commission. EMC and RSA disclaim any obligation to update
any such forward-looking statements after the date of this release.

   This release contains non-GAAP financial measures. These non-GAAP
financial measures, which are used as measures of EMC's performance,
should be considered in addition to, not as a substitute for, or
superior to, measures of EMC's financial performance prepared in
accordance with GAAP. A reconciliation of these non-GAAP financial
measures to GAAP is provided in the text of this release. EMC's
non-GAAP measures may be defined differently than similar terms used
by other companies, and accordingly, care should be exercised in
understanding how EMC defines its non-GAAP financial measures.

   Specifically, intangible amortization and stock option expense is
excluded from each non-GAAP financial measure in this release.
Management views these items as non-cash expenses that are reported
internally as corporate expenses. For purposes of its internal budgets
and each reporting segment's financial goals, EMC's management uses
financial statements that do not include such items.

   EMC's management uses these non-GAAP financial measures to gain an
understanding of EMC's comparative operating performance (when
comparing such results with previous periods or forecasts) and future
prospects. These non-GAAP financial measures are also used by EMC's
management in their financial and operating decision-making because
management believes they reflect the underlying economics of EMC's
ongoing business in a manner that allows meaningful period-to-period
comparisons. Such comparisons may be more meaningful because operating
results presented under GAAP may include, from time to time, items
that are not necessarily relevant to understand EMC's business and
may, in some cases, be difficult to forecast accurately for future
periods. EMC's management believes that these non-GAAP financial
measures provide useful information to investors and others in
understanding and evaluating EMC's current operating performance and
future prospects in the same manner as management does if they so
choose. These non-GAAP financial measures have limitations, however,
because they do not include all items of income and expense that
affect EMC's operations. One material limitation of a non-GAAP
financial measure that excludes intangible amortization and stock
option expense is that it does not reflect any benefit that such items
may confer on EMC. Management compensates for this and other
limitations by also considering EMC's financial results as determined
in accordance with GAAP.

   IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

   RSA plans to file with the SEC and mail to its stockholders a
Proxy Statement in connection with the transaction. The Proxy
Statement will contain important information about EMC, RSA, the
merger and related matters. Investors and security holders are urged
to read the Proxy Statement carefully when it is available.

   Investors and security holders will be able to obtain free copies
of the Proxy Statement and other documents filed with the SEC by EMC
and RSA through the web site maintained by the SEC at www.sec.gov.
Free copies of the proxy statement, when available, and each company's
other filings with the SEC also may be obtained from the respective
companies. Free copies of EMC's filings may be obtained by directing a
request to EMC. You can request this information via the web at
www.EMC.com/IR/request or by sending a written request to EMC Investor
Relations, EMC Corporation, 176 South Street, Hopkinton, MA 01748.
Free copies of RSA's filings may be obtained by directing a request to
Investor Relations at 781-515-6065. In addition, investors and
security holders may access copies of the documents filed with the SEC
by EMC on EMC's website at www.EMC.com, and investors and security
holders may access copies of the documents filed with the SEC by RSA
on RSA's website at www.RSA.com, when they become available.

   RSA, and its directors and executive officers, may be deemed to be
participants in the solicitation of proxies from RSA's stockholders
with respect to the transactions contemplated by the merger agreement.
Information regarding RSA's directors and executive officers is
contained in RSA's Annual Report on Form 10-K for the year ended
December 31, 2005 and its proxy statement dated May 3, 2006 for its
2006 Annual Meeting of Stockholders, which are filed with the SEC. As
of February 28, 2006, RSA's directors and executive officers
beneficially owned (as calculated in accordance with SEC Rule 13d-3)
approximately 3,225,265 shares, or 4.3%(1), of RSA's common stock. You
can obtain free copies of these documents from RSA using the contact
information set forth above. Additional information regarding
interests of such participants will be included in the Proxy Statement
that will be filed with the SEC and available free of charge as
indicated above.

   In addition, in connection with the execution of the merger
agreement, RSA adopted a deal retention and bonus program for the
benefit of various individuals, including executive officers of RSA.
Under this program, Art Coviello, RSA's President and CEO, and Charles
Kane, RSA SVP and CFO will be entitled to payments of up to $2,250,000
and $540,000 respectively. A more complete description will be
available in the Proxy Statement.

   (1) Numbers from most recent proxy statement and indicate
ownership as of February 28, 2006. Does not include 785,123 shares
acquired by Mr. Harris on April 25, 2006 in connection with PassMark
acquisition.