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[letterhead]
LUTIN & COMPANY
575 Madison Avenue
New York, New York 10022
Telephone (212) 605-0335
Facsimile (212) 605-0325
February 7, 2005
By telecopier: 631/342-3300
Mr. William E. McCracken
Ms. Laura S. Unger
Computer Associates International, Inc.
One Computer Associates Plaza
Islandia, New York 11749
Re: Special Litigation Committee
Dear Mr. McCracken and Ms. Unger:
Understanding from the company’s Friday evening SEC report that
the board has appointed both of you to a newly established Special
Litigation Committee (“SLC”) with responsibility for corporate claims
against directors, I invite you and your SLC’s attorney to meet for the
purpose of establishing shareholder oversight procedures.
Shareholder interests in effective and efficient oversight
procedures are summarized in a December 8, 2004 letter to Mr. Ranieri
and a January 19, 2004 CA Forum Report.
Any initial questions or suggestions of issues to be addressed will be
welcomed. It is also suggested that you inform Mr. Lamm of any issues he
should consider prior to his meeting with me on Wednesday to define
management’s support of Forum communications.
Please let me know what dates may be convenient for your
scheduling of the suggested meeting later this month. I should know by the
end of this week which two or three shareholder representatives will be
participating, and will of course identify them and inform you of any
scheduling preferences they may have.
Sincerely yours,
Gary Lutin
cc: Mr. Robert B. Lamm
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