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Forum Report: Requests for Candidate Statements of Positions

(August 13, 2001)

From: Gary Lutin
Sent: Monday, August 13, 2001 10:11 PM
Subject: Requests for Candidate Statements of Positions

Copied below is the final version of the CA Forum's "Requests for Candidate Statements of Positions," which was sent by fax late this afternoon to Computer Associates and to Ranger Governance with a cover letter addressed to each nominee.
You'll see that the concluding request #5 concerning "Commitment to CA stock investment" has been revised to provide simply for the purchases of CA common stock.  Nearly everyone who commented said that the draft's proposal of a "CA Directors Trust" was much too complicated and would confuse the issue rather than clarify it.  This may become the most important factor in voting decisions, considering the inability of either ISS or its new owner, Proxy Monitor, to find any clear basis other than "putting money on the table."
                    GL - 8/13/01

Requests for Candidate Statements of Positions
Computer Associates Forum for Shareholders
Each candidate for the board of directors of Computer Associates International, Inc. ("CA") is being asked to provide statements of positions on key issues which may be considered by shareholders in their voting decisions for CA's August 29, 2001 annual meeting. It is suggested that each candidate's responses be presented to shareholders within a week by the same methods used for communications of that candidate's proxy solicitation material.
The requests for statements are as follows:
1. Monitoring performance: What period of time would you allow CA's executive officers to achieve a level of shareholder value at least equal to the average for CA's peer group, measured in terms of (a) stock price as a multiple of book value, (b) stock price as a multiple of sales, or (c) any other standard you wish to identify? Please indicate which published index you would use as the peer group standard.
2. Poison pill: Do you consider it appropriate to amend or terminate the "Rights Agreement" (a) as it applies to an "Adverse Person," (b) to the extent that management fails to achieve the standard you defined for "Monitoring Performance," above, or (c) in relation to any other provisions or circumstances you may suggest. If so, please explain what you would advocate.
3. Executive compensation: Do you consider CA's executive compensation practices during the past decade to have been consistent with shareholder interests? If not, what changes in policies and controls do you advocate? In either case, whether you favor or disfavor past practices, how do you propose to deal with (a) the demands of CA executives to "make them whole" for recovery claims and (b) the demands of CA shareholders to restore their property.
4. Investor information: What financial and other performance information do you advocate making available to investors, beyond the basic SEC filing requirements? For whatever you present to the investing public, do you support the FEI "best practices" standards published in April 2001 for financial reporting, specifically as they apply to reconciliation adjustments of "pro forma" to GAAP numbers and to period comparability?
5. Commitment to CA stock investment: How much will you commit to invest in CA common stock if you are elected to serve as a director? The commitment should be for purchases made within 30 days of the election, or for funds to be deposited with a trustee within that period for application to purchases. To the extent that your investment may involve other beneficial ownership interests, please indicate the percentage of your individual interest.
Gary Lutin
August 13, 2001


The Forum is open to all Computer Associates ("CA") shareholders, whether institutional or individual, and to any fiduciaries or professionals concerned with their investment decisions.  Its purpose is to provide shareholders with access to information and a free exchange of views on issues relating to their evaluations of alternatives, as described in the Forum Summary.

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