X0202 4 2008-04-29 1 0001031798 BEA SYSTEMS INC BEAS 0001219682 KLEIN WILLIAM 2315 NORTH FIRST STREET SAN JOSE CA 95131 0 1 0 0 SVP, Corporate Development Common Stock 2008-04-29 4 D 0 203034 D 0 D Incentive Stock Option (right to buy) 33.1875 2008-04-29 4 D 0 12048 D 2010-01-10 Common Stock 12048 0 D Non-Qualified Stock Option (right to buy) 33.1875 2008-04-29 4 D 0 587952 D 2010-01-10 Common Stock 587952 0 D Non-Qualified Stock Option (right to buy) 12.81 2008-04-29 4 D 0 150000 D 2013-08-25 Common Stock 150000 0 D Non-Qualified Stock Option (right to buy) 8.25 2008-04-29 4 D 0 6250 D 2005-05-25 2014-05-25 Common Stock 6250 0 D Incentive Stock Option (right to buy) 7.90 2008-04-29 4 D 0 14075 D 2006-04-14 2015-04-14 Common Stock 14075 0 D Non-Qualified Stock Option (right to buy) 12.96 2008-04-29 4 D 0 145000 D 2007-03-29 2016-03-29 Common Stock 145000 0 D Non-Qualified Stock Option (right to buy) 63.125 2008-04-29 4 D 0 100 D 2011-01-03 Common Stock 100 0 D Non-Qualified Stock Option (right to buy) 32.0625 2008-04-29 4 D 0 3128 D 2011-03-19 Common Stock 3128 0 D Incentive Stock Option (right to buy) 32.0625 2008-04-29 4 D 0 46872 D 2011-03-19 Common Stock 46872 0 D Non-Qualified Stock Option (right to buy) 27.125 2008-04-29 4 D 0 270 D 2011-04-05 Common Stock 270 0 D Non-Qualified Stock Option (right to buy) 27.125 2008-04-29 4 D 0 99730 D 2011-04-05 Common Stock 99730 0 D Non-Qualified Stock Option (right to buy) 18.04 2008-04-29 4 D 0 400000 D 2011-11-02 Common Stock 400000 0 D Incentive Stock Option (right to buy) 12.73 2008-04-29 4 D 0 8335 D 2012-04-12 Common Stock 8335 0 D Non-Qualified Stock Option (right to buy) 12.73 2008-04-29 4 D 0 91665 D 2012-04-12 Common Stock 91665 0 D Non-Qualified Stock Option (right to buy) 6.98 2008-04-29 4 D 0 8334 D 2005-08-18 2014-08-27 Common Stock 8334 0 D Restricted Stock Units 0 2008-04-29 4 D 0 5000 D 2006-04-14 2015-04-14 Common Stock 5000 0 D Restricted Stock Units 0 2008-04-29 4 D 0 24166 D 2007-03-29 2016-03-29 Common Stock 24166 0 D Pursuant to the Merger Agreement between the Issuer and Oracle Corporation ("Oracle"), each share of BEA common stock will be exchanged for $19.375 in cash. The option is fully vested. Pursuant to the Merger Agreement between the Issuer and Oracle, the option will be assumed by Oracle and converted into an option to purchase 0.89 shares of Oracle common stock for each share of BEA common stock at an exercise price equal to the current exercise price divided by 0.89 per share. An option to purchase 150,000 shares was originally granted of which 143,750 vested and were exercised. 25% of the option shall vest and may be exercised upon the first anniversary of the date of grant and an additional 1/48th of the option shall vest and may be exercised upon the monthly anniversary of the date of grant thereafter. An option to purchase 56,300 shares was originally granted of which 42,225 vested and were exercised. 25% of the option shall vest and may be exercised upon the first anniversary of the date of grant and an additional 1/48th of the option shall vest and may be exercised upon the monthly anniversary of the date of grant thereafter. 25% of the option shall vest and may be exercised upon the first anniversary of the date of grant and an additional 1/48th of the option shall vest and may be exercised upon the monthly anniversary of the date of grant thereafter. An option to purchase 56,250 shares was originally granted of which 47,916 vested and were exercised. A total of 20,000 restricted stock units were originally awarded of which 15,000 units have vested and converted into an equal number of shares of common stock. The units vest at a rate of one-quarter of the award annually for four years from the award date. Pursuant to the Merger Agreement between the Issuer and Oracle, the restricted stock units will be assumed by Oracle and converted into a restricted stock unit for 0.89 shares of Oracle common stock. A total of 48,333 restricted stock units were originally awarded of which 24,167 units have vested and converted into an equal number of shares of common stock. One-quarter of the restricted stock units shall vest on the first anniversary of the date of the award and an additional 1/48th of the restricted stock units shall vest on the monthly anniversary of the award date thereafter. Pursuant to the Merger Agreement between the Issuer and Oracle, the restricted stock units will be assumed by Oracle and converted into a restricted stock unit for 0.89 shares of Oracle common stock. /s/ Robert F. Donohue, by power of attorney 2008-05-01