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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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For related communications with CA management concerning the request for public release of the referenced Examiner's report, see




Sent: Monday, September 08, 2008 8:56 PM
Subject: CA management response to request for Examiner's report on management integrity

As indicated in the communications copied below, CA has not publicly released the court-appointed Examiner's report in time for shareholder consideration of its findings about the issues raised last week before voting for directors at tomorrow's annual meeting.
CA's Chairman responded to the Forum's September 4 request the next day, September 5, with a letter saying that he'd been told that CA cannot make the Examiner's reports available because they "were filed under seal pursuant to federal court order."  (His letter, with copies to CA's CEO and chief legal officer, appears below as the first of three that are presented in inverse chronology.)  I replied initially, the same afternoon, with a request for references to any court records establishing the previously unknown court seal.  Another letter was sent today to advise CA's Chairman that nothing could be found in the court docket that appeared to supersede the original provisions of the Deferred Prosecution Agreement and a court order for the Examiner's reports to be free of any confidentiality restrictions.  CA has not yet responded with an explanation of either the existence of a seal or the confusion about it.
The formal shareholder request for release of the Examiner's reports is expected to be submitted to CA tomorrow morning, as soon as papers can be officially executed.  As indicated in my letter today and in last week's original request, this formality should provide a clear foundation based on Section 220 of the Delaware General Corporation Law for management to provide shareholders with information that is clearly relevant to investor interests, assuming there is in fact no existing court order sealing the records.  The formal request, as well as any further company responses, will of course be distributed and posted on the CA Forum web site.
             - GL
Gary Lutin
Lutin & Company
575 Madison Avenue, 10th Floor
New York, New York 10022
Tel: 212/605-0335








Lutin & Company


575 Madison Avenue – 10th Floor, New York, New York 10022

Telephone: (212) 605-0335

September 8, 2008


By email


Mr. William E. McCracken

Chairman, Board of Directors

Computer Associates International, Inc.

One Computer Associates Plaza

Islandia, New York 11749


Dear Mr. McCracken:

            After receiving your letter on Friday reporting that you’d been told that the Examiner’s report had been filed under seal pursuant to federal court order, I obtained a current copy of the court’s docket report of all filings in the case.  A copy of that report has been posted on the Shareholder Forum’s web site for your reference, together with the listed filings that appeared relevant to the confidentiality of the Examiner’s report:

I could not find any filing of a motion or order to seal, or see anything else that appeared to supersede either the Deferred Prosecution Agreement’s provision in section 21 that specifically excepts from confidentiality the Examiner’s reports submitted to the U.S. Attorney’s Office and the SEC, or the April 13, 2005 court order (Docket #2, filed 4/19/05) ordering “any and all” filings “to be and remain UNSEALED.”  Please let me know if you think I may have overlooked or misunderstood anything.

Under these circumstances, to provide a foundation for the company’s public release of the Examiner’s report, we will be submitting the previously suggested formal demand as soon as papers can be prepared, possibly this afternoon but at least by tomorrow.  Please let me know if there is anything else I can do to support your encouragement of the report’s release in time for shareholder consideration before tomorrow’s annual meeting.

Sincerely yours,





Gary Lutin


cc:        Ms. Amy Fliegelman Olli

Mr. John A. Swainson

Transition Investments, Inc.





----- Original Message -----
To: William E. McCracken
Cc: John A. Swainson ; Amy Fliegelman Olli
Sent: Friday, September 05, 2008 4:38 PM
Subject: Status of Examiner's report

Mr. McCracken -
    Thank you, very much, for your response to my request.
    I appreciate your reference to the Special Litigation Committee Report as an alternative source of information on the subject of director conduct.  As you'll see, the Forum had reported on it at the time of its release:
(April 13, 2007)
    Regarding the Examiner's report, I was not aware of any motion to seal it.  When the Examiner started his work, it was my understanding that there was no provision for restricting public release of his reports and that the final version would be made available upon its filing with the court.  I will appreciate your provision of the motion and order to seal, and any other information that would help me understand the change.
    I realize that both you and Ms. Olli became involved with CA long after my communications with the company and the US Attorney's Office on the subject of the Examiner's report, and assume that you may therefore have just as many questions as I do about its confidential status.  Please let me know how you think we can most effectively resolve this.
Gary Lutin
Lutin & Company
575 Madison Avenue, 10th Floor
New York, New York 10022
Tel: 212-605-0335

----- Original Message -----
From: McCracken, William
Cc: Swainson, John ; Olli, Amy F
Sent: Friday, September 05, 2008 3:09 PM
Subject: Letter to Chairman of the Board of Directors

Mr. Gary Lutin
Lutin & Company
575 Madison Avenue - 10th Floor
New York, NY  10022
Dear Mr. Lutin:
Thank you for your letter.  I believe that the recent news reports to which you refer concern reports of the investigation by the Special Litigation Committee, rather than the reports of the Independent Examiner.  As you may be aware, the reports of the Special Litigation Committee have been made publicly available.
In any event, the reports of the Independent Examiner were filed under seal pursuant to federal court order.  Therefore, CA is not in a position to make such reports available.
William E. McCracken
cc:     John Swainson
         Amy Olli
William E. McCracken
CA, Inc.


This e-mail is sent by a member of CA, Inc. ("CA").  It contains information that may be privileged and confidential.  If you are not the intended recipient of this communication, please delete this e-mail and notify CA immediately.





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