SAN JOSE, Calif. -- June 10, 1998 -- Cisco Systems, Inc. board of directors (NASDAQ: CSCO) this week approved a 'shareholders rights plan' to protect Cisco investors in the event of an unfriendly takeover and also announced the promotion of Don Listwin to executive vice president.

Cisco adopted the shareholders rights plan to protect the long-term shareholder value of Cisco and encourage potential acquirers to negotiate with the Cisco board of directors. Under the approved plan, preferred stock purchase rights will be distributed as a dividend at the rate of one right for each share of common stock held at the close of business on June 22, 1998.

Cisco's Shareholders Rights Plan

The rights are intended to enable Cisco shareholders to realize the long-term value of their investment in Cisco. Similar actions have been taken to protect shareholders rights by about 2,000 U.S. companies. This includes more than 60 percent of Fortune 500 companies and more than two-thirds of Fortune 200 companies, analysts estimate. The rights will not prevent a takeover attempt, but should encourage anyone seeking to acquire Cisco to negotiate with the Cisco board of directors prior to attempting a takeover. Each right will entitle shareholders to buy a 'unit' equal to one-ten-thousandth of a new share of Series A Preferred Stock of Cisco. The rights will be exercisable only if a person or a group acquires or announces a tender or exchange offer to acquire 15 percent or more of the Company's common stock.

In the event the rights become exercisable, the shareholders rights plan allows for Cisco shareholders to acquire, at an exercise price of $650 per unit owned, stock of the surviving corporation having a market value of $1,300, whether or not Cisco is the surviving corporation.

At any time on or prior to the close of business on the first date of a public announcement that a person or group has acquired beneficial ownership of 15 percent or more of Cisco's common stock, the rights are redeemable for $.001 per right at the approval of Cisco board of directors.

The dividend distribution will be made on June 22, 1998, payable to stockholders of record on that date. The rights expire on June 10, 2008. The initial distribution of rights is not taxable to shareholders.

Cisco Promotes Don Listwin to Executive Vice President

In his new role, Listwin, 39, will help introduce Cisco's new consumer line of business and continue to lead Cisco's service provider line of business, in addition to directing all of Cisco corporate marketing. Listwin's service provider team will focus on providing solutions for Internet service providers, telcos, cable and wireless companies. Listwin also will build a team and a strategy around Cisco's consumer line of business. In corporate marketing, Listwin will continue to provide general direction, strengthening and communicating Cisco's vision and corporate positioning.

Listwin has held a variety of marketing and business unit roles since joining Cisco in 1990. He recently was vice president and general manager of the Access Business Unit (ABU). Under his leadership, the ABU, which provides branch and dial access solutions, doubled in size and captured approximately 55 percent of the overall access market.

Listwin also led the successful Cisco/StrataCom integration. Cisco's purchase of StrataCom in April 1996 represented at that time the largest acquisition in the history of the networking industry. Joining Cisco's marketing team in 1990, Listwin led the company's efforts in developing IBM internetworking strategies, which resulted in Cisco's 75 percent market share in IBM/SNA integration at that time. In 1993, he was named vice president of marketing and successfully established the Cisco IOS. software franchise.

Listwin serves on the board of directors for Software Company Inc., an Internet infrastructure software company whose mission is to provide high-performance, scalable server-based messaging solutions to Internet/intranet customers. Listwin also holds a B.S. degree in electrical engineering from the University of Saskatchewan, Canada.

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