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Forum activities relating to CA, Inc. are temporarily suspended pending release of a court-appointed Examiner's report on management compliance with a Deferred Prosecution Agreement.

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Meeting Plans


Fair Allocations of $225 Million Restitution Fund


            For those of you interested in allocations of CA’s $225 million Restitution Fund, a meeting is being arranged for later this month to define issues that you think the Fund’s Administrator should consider in preparing his plan for distributions.



The essential question to be addressed is how funds should be allocated to shareholders for injuries associated with the impairment of value from damage to the company which resulted from the criminal conduct described in the Deferred Prosecution Agreement, as distinguished from injuries resulting from an investor’s purchases of stock at fraudulently inflated prices.


Like all Forum programs, the meeting will be open to all CA shareholders and any fiduciaries or professionals concerned with their decisions.


Since there are no established standards for the subject of the meeting, a panel of academic and professional experts will participate in the discussions to help define the issues raised by shareholders.  Then, based on the meeting, they will prepare a summary and recommendations for the Administrator’s consideration.  The panel will be chaired by Lucian Arye Bebchuk, Professor of Law, Economics, and Finance at Harvard and Director of their Program on Corporate Governance, and co-author of the new book, Pay Without Performance, which has been stimulating rethinking of corporate governance relationships.


The Administrator of the Restitution Fund, Kenneth R. Feinberg of The Feinberg Group, LLP, has expressed an interest in attending the meeting as an observer.  It should be understood that he will be there to hear your views, and not to make any decisions.

Date and location

We expect to schedule an afternoon meeting for a date two or three weeks from now, at a mid-town Manhattan location.


CA management has been asked to fund the meeting’s expenses, preliminarily estimated at $50,000, so that the costs will effectively be borne proportionately by all shareholders, but they have not yet responded.  If they do not accept this responsibility, I will seek funding from other sources, including contributions to the planned Forum “Institute.”  In any event, there will be no charge for attendance.


            Please let me know if you have any suggestions to assure the meeting’s effective attention to your interests in the Restitution Fund.  Indications of the kinds of expertise to seek from panelists will be especially useful.



                        GL – 2/10/05


Gary Lutin

Lutin & Company

575 Madison Avenue, 10th Floor

New York, New York 10022

Tel: 212-605-0335

Fax: 212-605-0325




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.

There is no charge for participation.  As stated in the Conditions of Participation, participants are expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants.  It is a Forum rule that participants will not be identified or quoted without their explicit permission.

Inquiries and requests to be included in the Forum's distribution list may be addressed to

The material presented on this web site is published by Gary Lutin, as chairman of the Shareholder Forum.