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Shareholder Demand for Minutes to Review Performance of Director Candidates

(June 27, 2005)

Copied below are the texts of a June 27, 2005 letter and supporting power of attorney presenting a shareholder "Delegate" demand for the minutes of meetings and actions of the board of Computer Associates since 1998, for the purpose of obtaining information needed by shareholders in their voting decisions relating to directors who present themselves for re-election.

The demand was made pursuant to Section 220 of the Delaware General Corporation Law, providing shareholders a court-enforceable right to inspect books and records for information that may be relevant to investor interests.  CA management had previously declined to provide the required information co-operatively, in May 13 and May 20, 2005 letters responding to the Forum's May 11, 2005 request.

Addressing possible confidentiality requirements, the Delegate's letter states that he is willing to arrange for independent legal counsel or other experts to review designated material subject to conventional restrictions, and then prepare reports that exclude the confidential details as approved by CA or by a court.  The approved non-confidential reports could then be made available publicly to provide all shareholders with information they can use, without "insider" constraints, to consider each director candidate's past performance in making voting or other investment decisions.

The Delegate, Peter F. Brennan, has served as Chairman of the New York Society of Security Analysts Committee for Corporate Governance,* and the authorizing shareholder, Leonard Rosenthal, is Professor of Finance at Bentley College.  Both individuals are frequently quoted experts on shareholder rights, and volunteered to support a Forum demonstration of the process for obtaining information needed by investors.

Subsequently, on July 5, 2005, counsel to the company responded to the demand stating an intent to comply "amicably" subject to the resolution of certain procedural issues and "clearance" of the US Attorney's Office responsible for the CA Deferred Prosecution Agreement.  The US Attorney's Office was asked in a July 21, 2005 letter to clarify issues raised by CA, and the shareholder Delegate responded to CA's proposed conditions in a July 22, 2005 letter.

Considering the delays which ultimately prevented shareholders from obtaining the information needed for voting decisions at the annual meeting scheduled for August 24, 2005, the board was asked in an August 4, 2005 letter to state its policy for improved responses to investor inquiries, and the Forum adjusted its program to seek information about director performance relevant to shareholder decisions in the following year.  Management responded with indications that they would not comply with the information demand, resulting ultimately in an August 23, 2005 Forum request that the court-appointed Examiner consider these investor interests in his reports to the U.S. Attorney regarding management's compliance with the relevant provisions of company's Deferred Prosecution Agreement.  It was reported on September 6, 2005 that the Delegate intended to suspend efforts to review records pending the Examiner's report.

Subsequently, one of the demanded records, minutes of a July 2003 board meeting contradicting company statements about director responsibility for the initiation of an independent audit committee investigation, was made available in a public court filing by the U.S. Attorney in its criminal prosecution of former CA executives.


* Mr. Brennan had chaired the NYSSA Committee for Corporate Governance during the period of its pioneering Forum programs, and resumed the Committee's chair effective July 2005.


Peter F. Brennan

c/o Palmer Brennan LLC

237 Park Avenue, 9th Floor

New York, New York 10017

Telephone: 212/692‑7648; Facsimile: 212/692‑7657



June 27, 2005



By telecopier: 631-342-3300


Mr. Kenneth V. Handal

Computer Associates International, Inc.

One Computer Associates Plaza

Islandia, New York 11749


Re:       Demand for records


Dear Mr. Handal:


            Acting as a shareholder Delegate according to the accompanying powers of attorney and evidence of stock ownership, having no notice or knowledge that those powers have been revoked, I demand that you produce the following books and records of Computer Associates International, Inc. (the “Company”) for inspection and copying pursuant to Section 220 of the Delaware General Corporation Law:


All minutes of meetings and actions of the Company’s board of directors and its committees from the beginning of 1998 until now, including attached or referenced documents.


            The purposes of this demand are (a) to evaluate the performance of the Company's directors, (b) to determine specifically how each director conducted his or her oversight responsibilities during the period of acknowledged management misconduct from 1998 to 2004, (c) to consider shareholder voting decisions, particularly in relation to current directors who are presented as candidates for re-election to the board at the Company’s annual meeting in August, and (d) to consider other possible actions to protect the rights and interests of shareholders.


            To the extent that any of the records to be produced may include trade secrets or other information that should be treated as confidential, you should so identify the particular material.  If required, I will authorize an attorney to establish conventional agreements and procedures for “attorney’s eyes only” review of confidential material as a foundation for counsel’s preparation of reports that provide the substantive information needed for investment decisions in a form suitable for public use, without confidential details as approved by the Company or a court.  It should be understood that the information which is ultimately provided to me should not be restricted by any confidentiality agreements or other duties that might restrict its use, since the very purpose of seeking the information is to use it for investment decisions.


            It should also be understood that neither your communications with me nor any of my communications with others will relieve the Company's management of its responsibility for providing information to public investors in compliance with applicable SEC regulations.


            Please let me know within five business days what arrangements you propose for producing the demanded records.



Very truly yours,




Peter F. Brennan,

            as Delegate



STATE OF NEW YORK                    )


COUNTY OF NEW YORK               )



Sworn to before me on this     24     day of June, 2005.


            [signature of notary public]



The undersigned, Leonard Rosenthal, having an address 106 Walnut Hill Road, Newton, MA 02461 (“Shareholder”), and being the owner of the common stock of COMPUTER ASSOCIATES INTERNATIONAL, INC. (“Company”) evidenced in the accompanying purchase confirmation, hereby appoints PETER F. BRENNAN, having an address c/o Palmer Brennan LLC, 237 Park Avenue, New York, New York 10017 (“Delegate”), as the undersigned’s agent (attorney-in-fact) to take any and all actions which Shareholder, as a shareholder of the Company, could take in accordance with any applicable statutory or common law, including, without limitation, as provided for in Section 220 of the Delaware General Corporation Law, to request, demand, obtain, inspect, copy and otherwise deal with, on Shareholder’s behalf, any and all information of the Company deemed by the Delegate to be relevant to Shareholder’s interests as a shareholder, but specifically withholding from Delegate the authority to enter into any agreement that would impose upon Shareholder any confidentiality obligations or other conditions that would restrict Shareholder’s use or disclosure of any such information for any  purpose related to Shareholder’s interests as a shareholder, and otherwise granting unto said Delegate full power and authority to do and perform each and every lawful act and thing which Shareholder might or could do in person in connection with the aforesaid matters that Delegate believes necessary, proper or convenient.  Shareholder ratifies and confirms all that Delegate in fact does or causes to be done under the authority granted in this Power.

Delegate shall not be liable to Shareholder or any of Shareholder’s successors in interest for any action taken or not taken in good faith, but shall be liable for any willful misconduct or gross negligence.

This power of attorney shall not be affected by subsequent incapacity of the Shareholder, and shall remain in full force and effect until revoked by the Shareholder.

Persons dealing with Delegate may rely fully on a photostatic copy of this Power.



Signed this    23   day of     June    , 2005


By:                          /S                                                                                           









State of              Massachusetts                         )

                                                                                    )  s.s.

County of          Middlesex                                  )



On    June 23, 2005    before me,        Donna DeIulio                       , a notary public in the state of        Massachusetts             , personally appeared      Leonard Rosenthal                               , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he or she executed the same in his or her authorized capacity, and that by his or her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.


WITNESS my hand and official seal.


Signature              /S                                                              (Seal)



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