Commerce One Announces Voluntary Stock Option Exchange Program for Employees.

Business Editors/High-Tech Writers

PLEASANTON, Calif.--(BUSINESS WIRE)--March 5, 2001

Commerce One, Inc. (Nasdaq:CMRC) the e-marketplace company, today announced a voluntary stock option exchange program for its employees.

All Commerce One employees will have the opportunity to cancel previously granted options in exchange for an equal number of new options to be granted at a future date. Board members who are not employees of the Company will not be eligible to participate in this program.

The exercise price of these new options will be set at the fair market value of the Company's common stock as of the new grant date, which is expected to occur later this year. The Company does not expect to sustain variable compensation charges with this program.

"We believe the opportunity for e-marketplaces, on a global basis, has never been greater," said Mark Hoffman, Commerce One chairman and CEO. "This program reflects Commerce One's commitment to attracting and retaining the industry's top employees, which is key to serving our customers and our shareholders over the long term."

About Commerce One

Commerce One(R) (Nasdaq:CMRC) is the e-marketplace company. Through its software, services and Global Trading Web(TM) of interconnected business communities, Commerce One enables worldwide commerce on the Internet. With headquarters in Pleasanton, California and offices around the world, Commerce One can be reached by phone at [phone] or [phone] or via the Internet at www.commerceone.com.

Forward Looking Statements

The foregoing paragraphs include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include statements concerning the market leadership of Commerce One as the provider of e-commerce solutions, the continuing demand for e-marketplace solutions globally, and Commerce One's expectations that it will not sustain variable compensation charges in connection with the option exchange program. The words "believe," "expect," "intend," "plan," "project," "will" and similar phrases as they relate to Commerce One are intended to identify such forward-looking statements. Such statements reflect the current views and assumptions of Commerce One, and are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. These risks include, but are not limited to, the ability of Commerce One to successfully implement its expansion plans, operational difficulties including unexpected delays integrating acquired companies, risks related to the World Wide Web, general economic conditions, intense and increasing competition in the market and volatility of the stock market. For a discussion of these and other risk factors that could affect Commerce One's business, see "Risk Factors" in Commerce One's filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 1999 and its quarterly report on Form 10Q for the quarter ended September 30, 2000.