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Plans for Independent Review of Director Candidates

(May 11, 2005)

Copied below is the text of a letter to the corporate secretary and chief legal officer of Computer Associates requesting his advice, and that of the Examiner recently appointed pursuant to the Deferred Prosecution Agreement, regarding the development of procedures for the Forum's review and reporting of information about the past performance of directors standing for re-election.

Reference is made to an April 5, 2005 letter to the current members of the company's board asking whether those who were responsible for management during the period of acknowledged misconduct intend to follow the conventional practice of leaving the board now that new leadership is in place.  As indicated, there had been no response to that letter.

The Forum review process summarized in the letter below is intended to address shareholder needs for information about voting decisions in a context that requires responsible independent inquiry.  Its provisions for special counsel's confidentiality agreements to investigate facts and prepare public reports would be applicable to voluntary management responses to information requests as well as to court-enforced responses to records demands under Section 220 of the Delaware General Corporation Law.

In May 13 and May 20, 2005 letters, CA's chief legal officer declined to provide the requested cooperation.  A formal shareholder demand for records was submitted to the company on June 27, 2005, to which the company agreed to respond "amicably."




575 Madison Avenue

New York, New York 10022

Telephone (212) 605-0335

Facsimile (212) 605-0325


May 11, 2005



By telecopier: 631/342-3300


Mr. Kenneth V. Handal

Computer Associates International, Inc.

One Computer Associates Plaza

Islandia, New York 11749



Dear Mr. Handal:

            In the absence of any response to my April 5, 2005 letter to CA’s directors, it is assumed that shareholders should be prepared to consider voting for the re-election of currently serving board members at the company’s annual meeting in a few months.

            Responsible shareholder voting decisions will require information about the past performance of each director candidate, including the individual’s responsibility for CA’s management during the period of acknowledged misconduct which continued until April 2004.  This information must necessarily be based on an independent review of relevant facts.  Especially since the review may involve facts which are also the subject of government investigations or shareholder litigation, I will welcome your advice – and also that of Mr. Richards, as CA’s court-appointed Examiner – to guide the development of sensible CA Forum processes for the needed research and public reporting.

            As indicated in the CA Forum’s “Summary”[1] and other communications,[2] it will be important to organize a review process that works in the context of reasonably anticipated confidentiality and privacy rights.  The following provisions are suggested for this purpose:

  1. Special counsel:  The Forum will engage legal counsel to conduct the required research and prepare reports for use by CA’s public shareholders in their voting decisions.  Counsel will be able to enter into appropriate confidentiality agreements – as required by CA, its directors, litigation parties, government authorities or the courts – to review whatever records or other information may be relevant.  They will then prepare reports, based on their research but excluding any details that CA or a court deems confidential, which can be publicly presented to investors for their use in considering voting decisions.
  2. Advisory panel:  Individuals representative of a range of investor perspectives will be invited to offer informal advice to the CA Forum’s special counsel regarding the kind of information shareholders may consider relevant to their voting decisions.  Participants in this panel are not expected to be provided with any non-public information, so they will not be asked to enter into confidentiality agreements or otherwise restricted in their use of information.

            Please let me know if you have any initial suggestions to make this process as efficient as possible.  I look forward to learning how you think the Forum and CA’s current management can best work together to serve the company’s shareholders.


Sincerely yours,





Gary Lutin



cc:        Lee S. Richards, Esquire


[1] See November 1, 2004 Forum Summary:

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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.