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Forum Report: Request to members of board for resolution assuring Haefner freedom from poison pill

(August 11, 2001)

From: Gary Lutin
Sent: Saturday, August 11, 2001 10:22 PM
Subject: Request to members of board for resolution assuring Haefner freedom from poison pill

Copied below is the text of a letter sent late Friday afternoon to the current members of CA's board of directors asking them to adopt a resolution eliminating questions about the applicability of the poison pill to CA's 21% shareholder, Walter Haefner.  As indicated, only the board can address this issue, and it is important to shareholders that they do so.
An August 9th letter from Mr. Woghin presents some of the arguments offered to the press, and can be made available by fax to anyone who wants to see it.
I will of course inform Forum participants of the board's response.
                    GL - 8/11/01

Text of 8/10/01 letter from Gary Lutin to all members of CA board of directors
Telephone (212) 605-0335
Facsimile (212) 605-0325
August 10, 2001
By telecopier: 631/342-4900
Mr. Russell M. Artzt,
Mr. Linus W.L. Cheung,
Mr. Alfonse M. D'Amato,
Mr. Richard A. Grasso,
Ms. Shirley Strum Kenny,
Mr. Sanjay Kumar,
Mr. Roel Pieper,
Mr. Lewis S. Ranieri,
Mr. Willem F.P. de Vogel, and
Mr. Charles B. Wang
Computer Associates International, Inc.
One Computer Associates Plaza
Islandia, New York 11749
To the members of the board of directors:
    I understand from Mr. Woghin, acting as a corporate officer of Computer Associates, that you have been informed of the "Forum" being conducted for the company's shareholders to address their interests in the election of directors.
    As you will see in the accompanying copies of correspondence, there is currently some concern that the company's largest shareholder may not have the effective freedom to choose sides. The publicly available documents for the "Rights Agreement" clearly permit the board to declare Walter Haefner an "Adverse Person" if he associates with a dissident, thus triggering the poison pill. To argue that Mr. Haefner should have no fear of the pill, Mr. Woghin has presented legal interpretations of the Rights Agreement which seem to be inconsistent with its plain language, and which are in any event irrelevant because of the board's ultimate authority to interpret or modify the definitions of an Adverse Person.
    Shareholders need a clear and certain answer to this question. It is therefore suggested that you settle the matter decisively, assuming Mr. Woghin has accurately presented your intent, by simply adopting a board resolution stating that no action will be taken to declare Mr. Haefner an Adverse Person. I look forward to your response.
Very truly yours,
Gary Lutin
cc:    Mr. Steven M. Woghin



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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