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Letter Asking Chairman to Address Shareholder Interest in Recovering Miscalculated Executive Compensation

(June 16, 2004)

Copied below is the text of a June 16, 2004 letter asking the Chairman of Computer Associates, Lewis Ranieri, to address the issue of recovering miscalculated executive compensation, which had been the subject of a publicized letter threatening litigation.*

Mr. Ranieri responded in a June 25, 2004 letter.

*    The June 7, 2004 letter from Bickel & Brewer, a law firm representing an affiliate of the dissident Sam Wyly, is not available in electronic form, but can be provided in print form upon request.




575 Madison Avenue

New York, New York 10022

Telephone (212) 605-0335

Facsimile (212) 605-0325


                                                            June 16, 2004



By telecopier: 631/342-6630


Mr. Lewis S. Ranieri

Computer Associates International, Inc.

One Computer Associates Plaza

Islandia, New York 11749



Dear Mr. Ranieri:


            The accompanying copy of a publicly reported letter to Computer Associates from a lawyer representing Sam Wyly’s Ranger Governance, provided by the lawyer’s public relations agent, presents issues which are relevant to the investment interests of all the company’s shareholders.


            I believe that most of CA’s shareholders would share the view expressed in the letter that shareholder interests require a responsible resolution of issues relating to miscalculated compensation.  But I think many of them would question the suitability of Ranger Governance to represent broader shareholder interests in this matter, considering Mr. Wyly’s past dealings with the company.


            Many shareholders would also support the general idea of “cooperation” proposed in the letter, assuming appropriate representatives and responsibilities.  A sensibly defined process of collaboration could assure the effective resolution of all the integrity issues that continue to burden CA, in the eyes of both investors and investigators.  And it could present a perfect opportunity for you to demonstrate current management’s enlightened leadership.


            I expect to be discussing the requirements of a satisfactory cooperative process with some of your shareholders during the next few days, and will try to develop some practical suggestions for your consideration.



                                                            Sincerely yours,




                                                            Gary Lutin


[The June 7, 2004 letter from Bickel & Brewer, a law firm representing an affiliate of the dissident Sam Wyly, is not available in electronic form, but can be provided in print form upon request.]


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