Robert J. Merlo - Page 3

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               The Exodus Procedures and Guidelines Governing Securities              
          Trades by Company Personnel (Exodus Procedures) states in                   
          pertinent part:                                                             
               It is illegal for any Director, officer or employee of                 
               Exodus communications, Inc. (the “Company”), to trade                  
               in the securities of the Company while in the                          
               possession of material nonpublic information about the                 
               Company. * * *                                                         
                         *    *    *    *    *    *    *                              
               Violation of this policy or federal or state insider                   
               trading or tipping laws by any Director, officer or                    
               employee may subject a Director to dismissal                           
               proceedings and an officer or employee to disciplinary                 
               action by [Exodus] up to and including termination for                 
               cause.                                                                 
          The Exodus Procedures contain no requirement that petitioner                
          return the stock to Exodus if he attempted to sell his stock in             
          violation of its insider trading policy.                                    
               On August 28, 2000, petitioner and Exodus entered into a               
          Settlement Agreement and General Release, effective as of August            
          4, 2000, under which petitioner ceased to hold the position of              
          Vice President, Marketing of Exodus.  On December 21, 2000,                 
          petitioner exercised his ISO to purchase 46,125 shares of Exodus            
          common stock. Petitioner’s employment with Exodus terminated on             
          December 31, 2000.                                                          











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