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Forum for Shareholders of Computer Associates International, Inc.

Conditions of Participation


An independent “Forum” for shareholders of Computer Associates International, Inc. (“CA” or the “Company”) has been initiated to provide its “Participants” with the effective access to information and exchange of views needed to support responsible investor oversight.  Transition Investments, Inc. (the “Manager”) will provide the services of its president, Gary Lutin, to conduct the Forum’s activities according to the conditions stated below.[*]

Forum Participants

1.                  Participation:  The Forum will be open, free of charge, to all Company shareholders, whether institutional or individual, and to anyone with fiduciary or professional responsibilities relating to shareholder decisions (including Company directors and officers, advisers to investors or Company management, regulatory officials, journalists, educators, etc.).  As stated in this section, each such “Participant” is expected to make independent use of information obtained through the Forum and may choose to express views either anonymously or for attribution, subject to the privacy rights of other Participants.

2.                  Forum Activities:  Forum activities may involve a variety of communication processes, ranging from publicly distributed reports to private discussions between the Manager and individual Participants, if and as appropriate to (a) define issues relevant to shareholder interests, (b) obtain and provide to Participants the information needed for their independent investor decisions, (c) assure management awareness of shareholder views, (d) monitor management’s conduct of the Company’s affairs in the interests of shareholders, (e) identify resources or services applicable to shareholder interests, and (f) support any shareholder interests in litigation.  Information of general Forum interest will be distributed to all Participants who provide an email address for that purpose, subject to the Forum privacy commitment.  More specialized subjects may be addressed in separate “workshops” or similar processes, so that Participants can be selective in their attentions to activities and issues.

3.                  Independence of Participant:  Each Participant is expected to act independently.  Participation in the Forum, including any of its components or functions, is not intended either (a) to be or to encourage an agreement among Participants to act in concert, or (b) to restrict in any way the freedom of Participants to enter into independent agreements for any purposes they may wish.  Any such independent agreements of Participants, including separate agreements between Participants, will be considered unrelated to the Forum.  It should of course be understood that no Participant may act for or on behalf of the Forum or its Manager, or represent that it is doing so.

4.                  Privacy:  The communications of a Participant with the Manager or others involved in the Forum will be considered private and anonymous, and the Manager will not disclose a Participant's identity or views without the Participant's specific consent.  Participation in the Forum is subject to the Participant’s agreement to respect the privacy rights of other Participants, including under circumstances in which the Participant may learn the identity or views of another Participant as a result of involvement in the Forum.

5.                  Manager Not Representing Participants:  It should be understood that the Manager (including for these purposes any employee or agent of the Manager) will have no responsibility or authority to represent or act on behalf of any Participant unless an exception is specifically agreed to in writing by both Participant and the Manager, and that neither the Manager nor any Participant will otherwise be responsible for any acts or conduct of the other.  Specifically, the Manager will neither solicit nor accept proxies.

6.                  Responsibility for Costs:  Participants will have no responsibility for any costs or other liabilities of the Forum or of the Manager, and similarly the Forum and the Manager will have no responsibility for any costs or other liabilities of a Participant.  However, if costs incurred by a Participant for purposes consistent with shareholder interests addressed by the Forum are approved by the Manager as “Contributions,” those Participant costs will be reimbursable from funds which may become available for Forum costs according to the provisions of paragraphs 9 and 10.

Costs and Reimbursements

7.                  Forum Expenses:  The Company will be asked to assume responsibility for all costs of the Forum’s organization and conduct, although it should be understood that the Company’s management may not agree to do so.  The Manager will therefore bear the risk of obtaining funding for all Forum costs, including the Manager’s own fees and any expenses incurred by the Manager for advisors and administrative requirements.

8.                  Sponsorship Support:  The Manager may accept financial support of the Forum from Participants or others with interests in the Forum’s purposes, subject to conventional publishing and academic standards of sponsorship respecting independent integrity.  Any such sponsorship payments from shareholder Participants may be considered approved “Contributions” for purposes of reimbursement as provided below in paragraphs 9 and 10.  The identities of Forum sponsors will be provided to Participants upon request.

9.                  Approved Contributions:  Any costs incurred by a Participant, whether independently or in support of the Forum, may be considered reimbursable “Contributions” if the Manager determines that they are reasonable and for purposes relating to shareholder interests addressed by the Forum.  Although Contribution status may be considered after costs are incurred under exceptional circumstances, a Participant should seek written Manager approval of costs prior to making commitments.

10.              Reimbursement of Participant Contributions:  Participants will be reimbursed for Contributions if and as allocations of funds become available from the Company, or from a not-for-profit organization assuming responsibility for the independent management of this and similar shareholder Forum programs.  After paying or reimbursing the direct expenses reasonably incurred by the Manager in the organization and conduct of the Forum, the remaining balance of all such funds will be divided equally, in proportion to the amounts accrued, for application to (a) the reimbursement of each Participant Contribution and (b) the unpaid balance of the Manager’s fees.  Rights to reimbursement will survive the completion or termination of the Forum.


January 17, 2005


[*] Neither the Manager nor Mr. Lutin has any ownership or other relationship with the Company.




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.

There is no charge for participation.  As stated in the Conditions of Participation, participants are expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants.  It is a Forum rule that participants will not be identified or quoted without their explicit permission.

Inquiries and requests to be included in the Forum's distribution list may be addressed to

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