Dear Strauss:

Thank you for your letter of February 15, 2008. While I appreciate its courteous tone and value our ongoing dialogue, I am disappointed that you have rejected Electronic Arts Inc.'s ("EA's") $25 per share cash offer to acquire Take-Two Interactive Software, Inc. ("Take-Two") and declined to engage in the friendly negotiations we proposed.

We continue to believe that an acquisition of Take-Two by EA is in the best interests of your shareholders, employees and other constituents, and we remain interested in acquiring Take-Two. So, to further demonstrate our seriousness and encourage you to move forward now, I am writing to increase EA's offer to acquire all of the outstanding shares of Take-Two to $26 per share in cash. This offer is subject to Take-Two agreeing by February 22, 2008 to commence negotiation of a definitive merger agreement and to permit EA to commence a limited due diligence review of Take-Two.

Our revised all-cash offer represents a 64% premium over Take-Two's most recent closing price and a 63% premium over Take-Two's 30-day trailing average price (based on prices as of market close on Friday, February 15th). We believe our offer represents a unique and compelling opportunity for Take-Two shareholders to maximize the value of their investment in the company, with materially lower risk than if Take-Two proceeds on a stand-alone basis.

We also believe that the transaction we are proposing represents a uniquely attractive opportunity for Take-Two's creative teams and key employees. EA is a diversified leader with well-established franchises and proven intellectual properties, global reach, and significant financial resources. I know we both agree that Take-Two's talented creative teams deserve a permanent home within a stable and growing publisher that provides these teams an environment to do what they do best - create great games. EA is organized in a four-label model that provides our creative teams the autonomy they need to fully realize their creative ambitions, while also providing a stable and supportive corporate and publishing infrastructure which allows them to best address the global marketplace. We have the resources to make the significant investments in technology and infrastructure needed for the most creative and innovative games in the industry. In short, a combination with EA would provide Take-Two's studios and employees a combination of the right resources for investment and global reach, and the right environment to do their best work.

We believe that Take-Two's shareholders would not be well-served by any further delay in negotiating and completing the proposed merger. While the videogame industry remains an attractive, high-growth business, the challenges and risks in the business are escalating, and the need for scale is becoming more pronounced. Despite steps taken since March 2007, Take-Two remains dependent on a limited number of titles, and has limited capital resources. In addition, Take-Two faces ongoing financial, legal and operating issues and a very intense competitive environment. Given these factors, we believe it will be increasingly difficult for Take-Two to create sustainable shareholder value and that Take-Two remains exposed to considerable risk of value loss.

We also believe that any delay in this proposed transaction works against the interest of Take-Two's shareholders, because:

– There can be no certainty that in the future EA or any other buyer would pay the same high premium we are offering today. We place significant value on the ability to close the transaction relatively quickly so that EA's strong publishing and distribution network, including our global packaged goods, online and wireless publishing organizations, can positively impact the catalogue sales of GTA IV and also the launch and sale of titles released later this year. We want to work with you and your team to complete the transaction in time to begin realizing its significant marketplace benefits in advance of this year's holiday selling season.

– We believe Take-Two's current share price already reflects investor expectations for a strong release of GTA IV as well as the longer-term issues that Take-Two faces. Once GTA IV ships, Take-Two will again be dependent on less-popular titles and face increasing challenges to compete with larger and better-capitalized competitors.

– With GTA IV shipping on April 29, development on this important title must now be essentially complete. We believe now is the right time to complete a transaction with minimal disruption for Take-Two.

We also believe the transaction we are proposing will create value for EA's shareholders. In addition to the top-line benefits noted above, we can achieve bottom-line benefits by combining Take-Two's and EA's corporate and publishing infrastructures and by optimally supporting Take-Two's creative teams and intellectual properties in EA's decentralized label structure.

Considerable thought, time and resources have been put forth in developing this offer, and our Board of Directors unanimously supports it. Our offer is not conditioned on any financing requirement. It is subject to the satisfactory completion of a due diligence review of Take-Two, the negotiation and execution of mutually acceptable definitive transaction agreements, and the satisfaction of customary conditions to be set forth in such agreements. We are prepared to move forward immediately with formal due diligence and the negotiation and execution of a definitive merger agreement and believe that with adequate access to the necessary information and people, we can complete both in approximately two weeks. We believe that our due diligence review can be completed with minimal disruption, requiring only limited access to a small number of senior executives of Take-Two and its legal, accounting and financial advisors. We also have prepared a draft merger agreement that we can forward to you immediately.

Our strong preference is to conduct a private negotiation. If you are unwilling to proceed on that basis, however, we may pursue other means, including the public disclosure of this letter, to bring our offer and the compelling value it represents to the attention of Take-Two's shareholders.

I am available to meet and discuss any and all aspects of this proposal with you and your Board. Again, we believe this proposal represents a unique opportunity to maximize value for Take-Two's shareholders, and that the combined enterprise would be extraordinarily well positioned to build value for our respective customers, employees, developers and other business partners. We hope that you and your Board share our enthusiasm, and we look forward to hearing back from you by February 22.

Sincerely,

John Riccitiello
Chief Executive Officer

The only thing I don't like about this is that I like independent companies. Oh, and I'd like some competition in sports games, please. Is that too much to ask? If 2k is purchased then no more 2k Football, NBA2k, etc.

I'm pleased to announce that EA has made a proposal to acquire Take-Two. We've issued a press release that explains why the deal is attractive for the shareholders of both Take-Two and EA. Now I want to share some perspective on why it would be good for the people who make Take-Two's games and, just as important, the people who play them.

In a recent presentation, I told a group of developers that our industry is facing big challenges. Development costs are rising dramatically and games that aren't big hits struggle to reach profitability. Most independent studios don't have much margin for error. The result has been consolidation – large publishers are merging and independent developers are more amenable to being acquired. Unfortunately, our industry has a spotty record on integrating creative teams. We've all heard the stories about teams that got mismanaged in a merger – I know I've got a few.

I like to think that we learn from our experience. When I came back to EA last year, we introduced a new organization model that respects creative cultures and gives developers more freedom. We call it the "Label" model because it treats each of EA's four labels as a sovereign entity responsible for its own creative decisions and business results. We expect each team to operate on a profit plan and, in exchange, we provide investment, infrastructure and a lot of creative freedom.

Has it worked at EA? It's too early to say for sure, but the initial feedback is encouraging. Many of the people at Digital Illusions in Stockholm, Criterion in the UK, Mythic in Virginia, and more recently BioWare and Pandemic will tell you that so far, the experience at EA has been good. If you know people who work for these studios, I'd encourage you to talk to them. Ask them about our Label organization model. It's the model we hope to use with Take-Two.

Right now, Take-Two's future is uncertain. Take-Two's creative teams make fantastic games and the company has gotten some good interim support from a group of new corporate leaders. But Take-Two is facing a host of threats and – with or without combination with EA – we believe there is a strong likelihood that the company will be sold in the not-too-distant future.

We also believe that EA's proposal to acquire Take-Two is a good one for the people that make the games or are involved in leading these creative teams. We're offering stable management with an executive team that truly understands games. EA has a powerful publishing capability. We want to offer these and other advantages to Take-Two's creative teams and provide them an environment that shields these teams from unnecessary interference and allows them to keep making great games.

For people who buy and play games, know that we too are fans of Take-Two and Rockstar products and feel we can provide their creative teams with the support they deserve to continue to bring you more of their great games in the future.

So, that's it. We've made a proposal to buy Take-Two. Our preference is to make this a friendly transaction and I'm hopeful we can achieve that. We've sent this proposal in the genuine belief that combining EA and Take-Two would be good for the people who make games and good for the people who play them.

I sincerely hope we get a chance to prove it.

John Riccitiello

One of the main reasons I want to see these guys stay independent is they take more creative risks than many other publishers. They make often sweeping changes to their sports titles every year and games like BioShock I don't believe would ever get greenlit under EA (remember, Ken Levine said Take-Two was the only company who would give his game a chance.)

Shareholders don't care about that. Gamers do and most gamers don't own stock in the companies they support or respect. I hear the development cultures are completely different.

When Ken Levine proposed the game, EA was different ownership and very much in the 'command and conquer' way of approaching IP and not this new 'LABEL' city-state model, which in concept looks good and seems to facilitate innovation and design, but still too early to say for sure if it is paying off or good integrate the company cultures of TTWO