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Letter to Chairman Inviting Resolution of Details for Policy to Correct Miscalculated Executive Compensation

(August 4, 2004)

Copied below is the text of an August 4, 2004 letter to Lewis S. Ranieri, Chairman of the Computer Associates board of directors inviting a resolution of details to adopt a policy for the correction of miscalculated executive compensation.  The letter notes that an "Opposing Statement" in the company's proxy material filed July 29, 2004 stated that management agreed with the purpose of a "Proposal 3 - Stockholder Proposal" which would ask the board to adopt such a policy, and objected only to some of the Proposal's details.




575 Madison Avenue

New York, New York 10022

Telephone (212) 605-0335

Facsimile (212) 605-0325


                                                            August 4, 2004


By telecopier: 631/342-3300


Mr. Lewis S. Ranieri

Computer Associates International, Inc.

One Computer Associates Plaza

Islandia, New York 11749


Dear Mr. Ranieri:


            I would like to learn more about the board’s views regarding the subject of miscalculated compensation addressed in “Proposal 3” of CA’s July 29th proxy statement.


            Based on management’s “Opposing Statement,” I understand that you agree with the general idea of correcting miscalculated payments and that you object only to some specific provisions of the shareholder Proposal.  The first of your reasons, concerning details of selected accounting periods, suggests a need for further clarification of your reporting but is not really relevant to concerns which are based on the unquestionably substantial amount of aggregate adjustments over a five year period.  Your other reasons, though, raise practical issues about how a policy for compensation correction can be sensibly applied, and I believe these issues justify more attention.


            Since everyone agrees on the Proposal’s essential purpose, it should be easy to define an alternative form of resolution that would satisfy your practical concerns about application as well as shareholders’ reasonable concerns about corporate integrity.  The board’s adoption of a satisfactory policy prior the August 26th annual meeting would certainly be welcomed by most shareholders as an alternative to a vote on “Proposal 3” and months of subsequent attention to an unnecessary controversy.


            Please let me know how you or other board representatives wish to address this investor interest.  My own preference is for simple, informal discussions to resolve a relatively simple, immediate issue.  I will in any event look forward to hearing from you.


                                                            Sincerely yours,



                                                            Gary Lutin



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