September 9, 2008

 

By email

 

Mr. John A. Swainson

Computer Associates International, Inc.

One Computer Associates Plaza

Islandia, New York 11749

 

Re:       Demand for records

 

Dear Mr. Swainson:

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accompanying powers of attorney and evidence of stock ownership, having no notice or knowledge that those powers have been revoked, I demand that you produce the following books and records of CA, Inc., formerly named Computer Associates International, Inc. (the “Company”), for inspection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

Copies of reports issued by the Independent Examiner to the U.S. Attorney’s Office or SEC and to the Company’s board of directors pursuant to sections 19(g) and 19(h) of the Company’s 2004 Deferred Prosecution Agreement.

            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 responsibilities to establish corporate integrity and otherwise comply with the provisions of the Deferred Prosecution Agreement, (c) to consider shareholder voting decisions, particularly in relation to current directors who may be presented as candidates for re-election to the board, and (d) to consider other possible actions to protect the rights and interests of shareholders.

            The Company is encouraged to respond to this demand by publicly releasing the Examiner’s reports.  However, if the Company shows that confidentiality may be legally required or otherwise reasonable, I will accept the same confidentiality conditions that were established by the Company’s attorneys in an August 2, 2005 agreement for a similar records demand, or any other agreement that permits my agent to review the confidential material and then report to me the substantive information needed for investment decisions in a form suitable for public use, without confidential details.  It should be understood that the information which is ultimately provided to me should not be subject to any confidentiality agreements or other duties that might restrict its distribution to and use by participants in the Shareholder Forum,[*] since the very purpose of seeking the information is to make it publicly available for use in 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.

Sincerely yours,

 

/s

 

Gary Lutin,

            as Delegate

 

 

cc:        Mr. William E. McCracken

            Ms. Amy Fliegelman Olli

 

 

 

STATE OF NEW YORK                   )

                                                            :

COUNTY OF NEW YORK               )

 

 

Sworn to before me on this      9th      day of September, 2008.

 

 

[signed by David Lopez, Notary Public of the State of New York]