Ramius Group Responds to Letter from Phoenix Technologies Board of Directors

Starboard Value and Opportunity Master Fund Ltd., an affiliate of Ramius Capital Group, L.L.C. (together, "Ramius”), today responded to a letter issued by the Board of Directors of Phoenix Technologies Ltd. ("Phoenix” or the "Company”) on January 30, 2007. In a letter to the Board of Directors of Phoenix, Ramius stated that the current Board is not well constituted to oversee a successful turnaround. Ramius Executive Managing Director Jeffrey C. Smith, stated in the letter, "Our nominees are committed to maximizing stockholder value for the benefit of all stockholders. Your allegation that our nominees would act, if elected, solely to advance the interests of Ramius Capital is designed to confuse the real issue of this proxy contest; which nominees are most suitable and most qualified to help the Company achieve its critical turnaround and maximize stockholder value.” Added Smith, "We strongly believe stockholders would be best served by the placement of industry experts John Mutch and Philip Moyer on the Board of Directors of Phoenix. Our interest in maximizing value for all stockholders is aligned with yours and, as such, we look forward to working constructively with you to give Phoenix the best probability for the highest levels of success.” As previously disclosed, Ramius’ nominees John Mutch and Philip Moyer look to replace David Dury and Taher Elgamal, the two current Class II directors whose terms will expire at the 2007 Annual Meeting of Stockholders, which has been scheduled for February 14, 2007. About Ramius Capital Group, L.L.C. Ramius Capital Group is a registered investment advisor that manages assets of approximately $7.9 billion in a variety of alternative investment strategies. Ramius Capital Group is headquartered in New York with offices located in London, Tokyo, Hong Kong, Munich, and Vienna. The full text of the letter follows: January 31, 2007 Board of Directors Phoenix Technologies Ltd. 915 Murphy Ranch Road Milpitas, CA 95035 Dear Board Members, Phoenix Technologies Ltd. ("Phoenix", or the "Company") is at a crossroads. Proper execution and oversight will be critical to the Company's future success. We firmly believe that based on past practices, the current board of directors (the "Board") is not well constituted to oversee a successful turnaround. While Woody Hobbs and the new management team are on the right path, the ultimate success of the Company will be dependent on difficult decisions which extend well beyond one quarter. It is premature for the Board to trumpet victory after reporting a net loss of $8.0 million for the first quarter of fiscal 2007. We remind you that, despite initial positive first steps in fiscal year 2004 and early fiscal year 2005, the previous turnaround plan ultimately resulted in significant damage to the Company's core business and enormous destruction of stockholder value. We also remind you that the Board's two director nominees oversaw and 'rubber-stamped' the prior management's failed execution. Qualified Board oversight is critical to the Company's future. We continue to have concerns about Phoenix remaining a public company. The Company's significant cash-on-hand represents a major asset that has been mismanaged by the Phoenix Board in the recent past. As significant investors, we are committed to maximizing stockholder value for all of the Company's stockholders, and would not expect the Board, or our nominees, to endorse the sale of the Company at a discount to current market prices. Our nominees are committed to maximizing stockholder value for the benefit of all stockholders. Your allegation that our nominees would act, if elected, solely to advance the interests of the Ramius Group is designed to confuse the real issue of this proxy contest; which nominees are most suitable and most qualified to help the Company achieve its critical turnaround and maximize stockholder value. We strongly believe stockholders would be best served by the placement of industry experts John Mutch and Philip Moyer on the Board of Directors of Phoenix. Our interest in maximizing value for all stockholders is aligned with yours and, as such, we look forward to working constructively with you to give Phoenix the best probability for the highest levels of success. Very truly yours, /s/ Jeffrey C. Smith Starboard Value and Opportunity Master Fund Ltd. on behalf of The Ramius Group CERTAIN INFORMATION CONCERNING THE PARTICIPANTS On January 25, 2007, Starboard Value and Opportunity Master Fund Ltd., an affiliate of Ramius Capital Group, L.L.C. ("Ramius Capital”), together with the other participants named herein, made a definitive filing with the Securities and Exchange Commission ("SEC”) of a proxy statement and an accompanying proxy card to be used to solicit votes for the election of its two nominees at the 2007 annual meeting of stockholders of Phoenix Technologies Ltd., a Delaware corporation (the "Company”). RAMIUS CAPITAL ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE DEFINITIVE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION. SUCH DEFINITIVE PROXY STATEMENT IS AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THE PROXY SOLICITATION WILL PROVIDE COPIES OF THE DEFINITIVE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR, INNISFREE M&A INCORPORATED, AT ITS TOLL-FREE NUMBER: (877) 800-5185. The participants in the proxy solicitation are Starboard Value and Opportunity Master Fund Ltd., a Cayman Islands exempted company ("Starboard"), Parche, LLC, a Delaware limited liability company ("Parche"), Admiral Advisors, LLC, a Delaware limited liability company, Ramius Capital Group, L.L.C., a Delaware limited liability company ("Ramius Capital"), C4S & Co., L.L.C., a Delaware limited liability company ("C4S”), Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey M. Solomon, John Mutch, Philip Moyer and Jeffrey C. Smith (the "Participants”). Starboard beneficially owns 2,774,471 shares of Common Stock of the Company. Parche beneficially owns 528,470 shares of Common Stock of the Company. As the investment manager of Starboard and the managing member of Parche, Admiral Advisors may be deemed to beneficially own the 2,774,471 shares of Common Stock of the Company owned by Starboard and the 528,470 shares of Common Stock of the Company owned by Parche. As the sole member of Admiral Advisors, Ramius Capital may be deemed to beneficially own the 2,774,471 shares of Common Stock of the Company owned by Starboard and the 528,470 shares of Common Stock of the Company owned by Parche. As the managing member of Ramius Capital, C4S may be deemed to beneficially own the 2,774,471 shares of Common Stock of the Company owned by Starboard and the 528,470 shares of Common Stock of the Company owned by Parche. As the managing members of C4S, each of Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon may be deemed to beneficially own the 2,774,471 shares of Common Stock of the Company owned by Starboard and the 528,470 shares of Common Stock of the Company owned by Parche. Mr. Mutch beneficially owns 200,000 shares of Common Stock of the Company. Mr. Moyer does not beneficially own any shares of Common Stock of the Company. Mr. Smith does not beneficially own any shares of Common Stock of the Company.