Cap Gemini and Ernst & Young Have Agreed To Terms for the Acquisition of Ernst & Young Consulting.

Business Editors

PARIS--(BUSINESS WIRE)--Feb. 29, 2000

Cap Gemini and Ernst & Young have reached an agreement on the terms and conditions for combining their consulting and IT services which would give birth to a leading player in the sector.

Pursuant to the agreement:

- become a major player in the US (the US should represent over one third of
its revenues) and strengthen its position in Germany;

- enjoy an extensive industry coverage and thus be the firm of choice for major
worldwide organizations;

- expand considerably in consulting, a high added value segment of critical
importance which provides clients with the complete range of services they need
for their strategic moves;

- implement on a larger scale all skills required today to help its clients
facing the challenges of the "connected economy": strategy consulting,
innovation, deployment of "state of the art" technologies, knowledge
management, human resources and marketing.

The completion of the transaction is now subject to the vote of Ernst & Young partners (qualified majority of all Ernst & Young partners and specific majority of 75% of the Consulting partners). These votes will take place in the next few weeks on a country by country basis. The results of these votes should be communicated in April.

Cap Gemini shareholders will then discuss and approve the terms and conditions of the transaction at an Extraordinary Meeting to take place by the end of June 2000. The terms and conditions of the transaction are as follows:

- become a major player in the US (the US should represent over one third of
its revenues) and strengthen its position in Germany;

- enjoy an extensive industry coverage and thus be the firm of choice for major
worldwide organizations;

- expand considerably in consulting, a high added value segment of critical
importance which provides clients with the complete range of services they need
for their strategic moves;

- implement on a larger scale all skills required today to help its clients
facing the challenges of the "connected economy": strategy consulting,
innovation, deployment of "state of the art" technologies, knowledge
management, human resources and marketing.

The transaction should be accretive to Cap Gemini earnings per share from 2000 onwards, and shall be accounted for under the French GAAP "pooling of interest" method. The transaction will in particular enable the combined Group to:

- become a major player in the US (the US should represent over one third of
its revenues) and strengthen its position in Germany;

- enjoy an extensive industry coverage and thus be the firm of choice for major
worldwide organizations;

- expand considerably in consulting, a high added value segment of critical
importance which provides clients with the complete range of services they need
for their strategic moves;

- implement on a larger scale all skills required today to help its clients
facing the challenges of the "connected economy": strategy consulting,
innovation, deployment of "state of the art" technologies, knowledge
management, human resources and marketing.

Ernst & Young (www.ey.com) is one of the world's leading providers of dot-company services in assurance, consulting, corporate finance and tax. More than 85,000 people around the world act as creative catalysts, joining forces with clients to do all it takes --FROM THOUGHT TO FINISH(TM)-- to achieve positive, significant change. E&Y pioneered the development of advanced solutions that connect clients, partners and employees with E&Y resources and knowledge to help them rapidly reach their goals. Ernst & Young refers to the U.S. firm of Ernst & Young LLP and other members of the global Ernst & Young organization.