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[letterhead]
LUTIN & COMPANY
575 MADISON AVENUE, 10th FLOOR
NEW YORK, NEW YORK 10022
Telephone (212) 605-0335
Facsimile (212) 605-0325
July 30, 2001
By telecopier: 631/342-4900
Mr. Charles B. Wang
Chairman, Board of Directors
Computer Associates International, Inc.
One Computer Associates Plaza
Islandia, New York 11749
Dear Mr. Wang:
As indicated in my telephone message, I've agreed to conduct a
non-partisan "Forum" for shareholders of Computer Associates, addressing
their consideration of competing director candidates. Efforts have been
initiated to determine what information is relevant to shareholder
decisions, and within about a week the Forum should be able to present the
candidates with a written request for their statements of views on the
identified issues.
The Forum will be open to all Computer Associates shareholders,
including those on both sides of the proxy contest, and to any investment
professionals who are members of the Association for Investment Management
and Research ("AIMR"). It's my intention to assure fair treatment of views
on all sides, following the standards established for similar programs I
co-sponsored recently with the New York Society of Security Analysts. Your
comments or suggestions regarding fairness will be appreciated, now and as
we proceed.
I encourage the company's support of the Forum on behalf of all its
shareholders. Pending the company's assumption of Forum costs, however, I
have accepted partial funding from Ranger Governance according to
conditions stated in the accompanying copy of a July 25, 2001 letter. The
management nominees are invited to make their own commitment to the Forum
according to the same conditions.
I hope you'll participate actively in the Forum, not only as a
management executive and director candidate but also as a shareholder.
Sincerely yours,
/S/
Gary Lutin
cc: Mr. Sam Wyly
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