Bay Networks Announces Chief Financial Officer Intends To Resign; Long-Time Executive To Remain With Bay While Successor Is Sought.

SANTA CLARA, Calif.--(BUSINESS WIRE)--Dec. 3, 1996--Bay Networks, Inc. (NYSE:BAY) said today that William J. Ruehle has declared his intention to resign as Executive Vice President and Chief Financial Officer, effective on the appointment of a successor. The company said an active search is now underway.

Ruehle joined SynOptics Communications, Inc. in 1987. In 1994, SynOptics merged with Wellfleet Communications, Inc. to form Bay Networks. "I decided that after nearly ten years it was time to transition to something new. With the advent of outstanding new leadership at Bay, this seemed like a particularly opportune time to make a move," Ruehle said.

David L. House, Chairman, President and CEO of Bay Networks said, "The company is indebted to Bill Ruehle for his role in building SynOptics from a $2 million company through its merger with Wellfleet to today's $2 billion Bay Networks." House added, "At my request, Bill has agreed to stay until a new Chief Financial Officer is named."

"Working with a company as it has grown from a small private company to a market leader in a significant growth industry has been a great experience, and one that I would like to have the opportunity to repeat," Ruehle said. "Meanwhile, as a significant shareholder in Bay, I intend to do everything I can to help Bay grow and prosper."

This release, other than historical financial information, may consist of forward-looking statements that involve risks and uncertainties. These statements may differ in a material way from actual future events. For instance, factors which could cause results to differ from actual future events include rapid rates of technological change and intense competition, among others. Readers are also referred to the documents filed by the company with the S.E.C., specifically the last reports on Form 10-K and 10-Q which identify important risk factors for the company.

Bay Networks, Inc. is a worldwide leader in the internetworking market, providing a full line of products that serve enterprises, workgroups, small offices and mobile workers. The company offers LAN and ATM switches, hubs, routers, remote and Internet access solutions, and network management applications, all unified by the BaySIS(TM) architecture. With revenue of $2.1 billion over the past fiscal year, Bay Networks markets and supports its products around the world, providing 7x24 support coverage. Bay Networks' World Wide Web address is: http://www.baynetworks.com. -0-

Note to Editors: All Bay Neworks press releases are available on Bay Networks's Web site at http://www.baynetworks.com or via CompuServe using GO BAYNET. Bay Networks' Web site also provides information on the company's products and services, news and events, partner programs, and corporate contacts. Bay Networks is a registered trademark and BaySIS is a trademark of Bay Networks, Inc. Other brand and product names are registered trademarks or trademarks of their respective holders.

CONTACT: Bay Networks

Beth Pampaloni, 408/495-2904 (public relations)

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Linda Fellows, 408/495-1964 (investor relations)

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