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Forum Report: 2005 Forum Agenda

(January 4, 2005)

 ----- Original Message -----
Sent: Tuesday, January 04, 2005 8:21 AM
Subject: Requesting advice for new year's Forum agenda

Your advice of issues that may concern CA shareholders in the new year will be appreciated to guide our development of the Forum's agenda.

Initial attention is expected to be focused on shareholder rights to allocations of the 38-cent per share ($225 million) restitution fund, since court deadlines have been established for two of the relevant proceedings:

          Responsibility for claims against directors and officers (see item #2 of the December 8, 2004 letter inviting management cooperation to develop Forum procedures)

          Preparation of a "Restitution Plan" for distribution of the $225 million corporate penalty to present and former CA shareholders (see paragraph #11 of the September 22, 2004 Deferred Prosecution Agreement)

The economic value of these claims-related issues will be reflected most directly in the amounts of any cash payments you may receive from the restitution fund.  For example, your allocation could be significantly influenced by the Restitution Plan’s treatment of stock acquired after 2001 news reports had alerted shareholders to accounting questions.  The greatest value, though, should be realized less directly from the risk reduction associated with effective shareholder oversight of corporate integrity.

We also expect to start a separate project for Forum participants interested in working with CA management to determine what is needed to make investment information more understandable (as suggested in item #1 of the previously referenced December 8, 2004 letter, and in the listed key objectives of the “Forum Summary” posted on the CA Forum Home Page).  The establishment of analyst comfort with the company’s performance reports, and the resulting confidence in CA’s new management, will be critical to eliminating the remaining marketplace discount in the value of CA stock.

These and any other Forum activities should of course be conducted in the context of all the issues you may want to address, now or later in the year.  Whatever advice you can offer regarding the range or priorities of those issues will be very helpful.

I look forward to working with you in what should be a bright new era for CA.

             - GL

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.

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