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Shareholder Delegate Response to Proposed Conditions for Providing Board Records

(July 22, 2005)

Copied below is the text of a July 22, 2005 letter from Peter F. Brennan, acting as shareholder "Delegate" in relation to the June 27, 2005 demand for board records, responding to conditions proposed by John L. Hardiman of Sullivan & Cromwell on behalf of Computer Associates.

As stated in the letter, the Delegate accepted the proposed form of confidentiality agreement and identified Thomas A. Dubbs of Goodkind Labaton Rudoff & Sucharow LLP as his agent for the review of records.*  He also asked for explanations of any basis for management's proposed restrictions of the information that would be offered.


* A copy of the agreement as it was ultimately executed can be downloaded from the following link:


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



July 22, 2005


By telecopier: 212-558-3588


John L. Hardiman, Esquire

Sullivan & Cromwell

125 Broad Street

New York, NY 10004


Re:       Computer Associates International, Inc.

            Demand for records

Dear Mr. Hardiman:


            Thank you for your July 15, 2005 letter.


            Your proposed form of confidentiality agreement is acceptable, and Iíve asked Thomas A. Dubbs of Goodkind Labaton Rudoff & Sucharow LLP, who will be acting as my agent in the review of records, to work with you in preparing a version for execution.  You can reach Mr. Dubbs by telephone at 212-907-0871.


            Referring to your suggestions about what information might be provided most conveniently, I welcome any process that will expedite the review of information that shareholders will need for voting decisions in less than a month (assuming your client follows its traditional schedule for an annual meeting in late August).  But I do not understand why you think it would be appropriate to restrict the information as you propose, and will appreciate your explanations of (a) any need to redact material which is covered by your confidentiality agreement, particularly in relation to board minutes which are prepared with the knowledge that they are open to inspection, and (b) any basis for limiting our demand for records to portions of the minutes rather than all of them.  I am also unfamiliar with the other Section 220 demands to which you referred, and will appreciate your providing copies of them if they have any relevance to our demand.  It should be emphasized, though, that our purposes are to obtain information needed for shareholder decisions about voting for directors, and that this interest is not restricted to issues of their potential legal liability relating to accounting fraud.


Very truly yours,




Peter F. Brennan,

            as Delegate


cc:        Thomas A. Dubbs, Esquire



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