Lutin & Company

575 Madison Avenue – 10^th Floor, New York, New York 10022

Telephone: (212) 605-0335

www.shareholderforum.com

September 19, 2008

By email

Mr. William E. McCracken

Chairman, Board of Directors

Computer Associates International, Inc.

One Computer Associates Plaza

Islandia, New York 11749

Re:       September 9, 2008 demand for records

Dear Mr. McCracken:

            The letter CA’s attorney sent to the Court yesterday (referring to SEC v. Computer Associates International, Inc., Civil Docket No. 04-4088, and USA v. Computer Associates International, Inc., Criminal Docket No. 04-837), a copy of which is attached, raised issues that are a matter of board responsibility.  I therefore ask you to respond to these issues before I consider the engagement of counsel to address any legal issues that may remain for the Court’s review.

            These board issues are summarized in the order they were raised in your lawyer’s three arguments, as presented on page 3 of his letter:

1. Misimpressions of right to demand records:  In suggesting to the Court that there may be questions about my right to pursue a shareholder demand for records, your attorney seems to be unaware that CA has accepted without dispute both the relevant Delaware law and the documentation evidencing my power of attorney and the share ownership.  In fact, his own firm had recognized the authority of a previous Delegate under similar circumstances.[1]  I asked your attorney in a note yesterday to correct the possible misimpressions, but have not received any response.  It is in any event CA’s responsibility to assure that its representative is fully informed and presents facts properly, and it is the board’s responsibility to oversee this.  Particularly in this context of a report about your compliance with disclosure and integrity requirements, I assume you will appreciate the need for the board to demonstrate its reliability.

(This issue of shareholder rights to demand records should not be confused with an issue of my standing as a party in the cases before the Court.  As stated in my letter to Court initiating the request, I recognize that I am not a party in those cases and therefore asked for the Court’s guidance for appropriate procedures.)

2. Confusion of decision responsibilities:  Your lawyer’s second argument confuses the Court’s decisions about criminal punishment with the shareholder’s rights and responsibilities to make decisions about who should represent investor interests on a board of directors.  It is up to shareholders, not courts, to elect directors, and shareholders must have access to the information that is relevant to their choices.  You should understand, too, that managers of funds have fiduciary obligations to make informed decisions about voting for directors, and that you must respect their duties.  As the DPA made clear, it is the responsibility of CA’s board to assure the company’s provision of information that is reasonably requested by investors to evaluate management’s performance, including the performance of the directors they rely upon to oversee investor interests.
3. Pretext for avoiding disclosure:  Your lawyer’s final argument that everything should be kept secret is inconsistent with board responsibilities to the company’s shareholders.  The board should simply follow the conventional practice of determining what parts of the Examiner’s report it considers to be confidential, and then instruct the company’s attorney to ask the Court to either redact those parts or require appropriate conditions of confidentiality to cover them.  An alternative that may be practical in this case, considering past requests for the Examiner to address specific matters that concerned shareholders,[2] might be for you to ask the Court to direct the Examiner to prepare an additional “final” report for the purpose of addressing investor and public interests.

            In summary, the board can and should support the Court’s approval to release whatever information can be reasonably provided to investors.  This in itself would be seen as an indication that you have nothing to hide about your performance.  It could in fact be considered an opportunity for Mr. Swainson to include your resolution of this issue as an example of successful transformation in his October 7 presentation of a Lecture in Business Ethics, “Back from the Brink: Rebuilding a Company after a Near Fatal Ethics Breakdown,” at Bentley College, [3] which is coincidentally where Leonard Rosenthal, the shareholder who has authorized me to act as Delegate, is a Finance Professor.

            Please let me know by Monday whether I should wait for your response.  Copies of this letter are being distributed to the recipients of your attorney’s letter to inform them that my response will follow yours.

Sincerely yours,

/s

Gary Lutin

cc:        The Honorable I. Leo Glasser (by fax)

            Robert J. Giuffra, Jr. (by email)

            Jason A. Jones (by fax)

            Alexander M. Vasilescu (by fax)

            Lee S. Richards, III (by email)

            Gary R. Brown (by fax)

            John A. Swainson (by email)

Lutin & Company

575 Madison Avenue – 10^th Floor, New York, New York 10022

Telephone: (212) 605-0335

www.shareholderforum.com

September 17, 2008

By fax: 718-613-2446

The Honorable I. Leo Glasser

United States District Court

Eastern District of New York

225 Cadman Plaza East

Brooklyn, New York 11201

Re:       SEC v. Computer Associates International, Inc.

            Civil Docket No. 04-4088 (ILG)

                        and

            USA v. Computer Associates International, Inc.

            Criminal Docket No. 04-837 (ILG)

Dear Judge Glasser:

            In relation to the cases referenced above, I have encouraged CA, Inc., formerly named Computer Associates International, Inc. (“CA”), to request the Court’s approval to comply with a shareholder demand for disclosure of reports of an Independent Examiner.  Since CA’s management opposes disclosure of the reports and apparently will not submit the request, and since it is not clear whether I can make an application as a non-party, I ask the Court’s guidance to initiate the required review.

            The disclosure and approval provisions are in paragraph 10 of the Court’s March 16, 2005 Order of Appointment of Examiner, filed in both of the cases referenced above:

            10.  The Independent Examiner, the USAO and the Commission shall not publicly disclose or disseminate any of the Independent Examiner’s quarterly reports and/or the Final Report, except in an official proceeding of the executive, legislative, or judicial branches of the United States Government, without prior approval by the Court, after briefing by all interested parties as to the need and propriety of disclosing such report(s), in whole or in part.  CA may publicly disclose information contained in the Independent Examiner’s reports to the degree that the reports contain material, nonpublic information that CA is obligated to disclose.  CA shall not publicly disclose information contained in the Independent Examiner’s reports for any other purpose without prior approval by the Court, after briefing by all interested parties as to the need and propriety of disclosing such report(s), in whole or in part.

            As indicated in the attached copies of communications with CA, a demand was made pursuant to a law of CA’s state of incorporation which obligates a company to provide access to records relevant to investor interests.[*]  The response of CA’s management indicates that they will offer a variety of arguments to oppose disclosure, including their interpretation of state law obligations.  It is not my intent, though, to seek disclosure based on your Order’s provision for “information that CA is obligated to disclose.”  Instead, I prefer to rely on the provision for specific Court approval of the disclosure, based on your determination of what information should be properly made available to public investors.

            I will of course welcome the opportunity to be heard on the importance of the requested information to investors, and on any other issues the Court considers relevant, either personally or by counsel according to the Court’s direction.

            Please let me know how the Court will proceed with its consideration of the request.  I can be reached by email at gl@shareholderforum.com or by telephone at 212-605-0335.

Sincerely yours,

/s

Gary Lutin,

            as Delegate

Attachments:

1.  Sept. 9, 2008 letter from Gary Lutin to John A. Swainson, with power of attorney

2.  Sept. 11, 2008 letter from Amy Fliegelman Olli to Gary Lutin

3.  Sept. 12, 2008 letter from Gary Lutin to Amy Fliegelman Olli

cc:        William E. McCracken (by email)

            Amy Fliegelman Olli (by email)

            Mark Schonfeld (by email)

            Amy Lynn Walsh (by email)