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[letterhead]
LUTIN & COMPANY
575 Madison Avenue
New York, New York 10022
Telephone (212) 605-0335
Facsimile (212) 605-0325
August 23, 2004
By telecopier: 631/342-3300
Mr. Lewis S. Ranieri
Computer Associates International, Inc.
One Computer Associates Plaza
Islandia, New York 11749
Dear Mr. Ranieri:
As you may know, I had asked Glass Lewis & Co. to address
certain issues relating to matters that are expected to be presented for
shareholder voting at CA’s annual meeting on the 25th. A summary
of their responses as well as alternative views, and a copy of the firm’s
full report, can be found at the following web site address:
http://www.shareholderforum.com/CA/20040819_report.htm
You will see that there are many open questions and a range of
views, partly because management’s position is not clear. Presenting an
alternative policy to that stated in the shareholder proposal for adjusting
miscalculated compensation, for example, might provide a basis for consensus
rather than divergence. And, similarly, an explanation of the historical
and current responsibilities of individual directors relating to audit
oversight might eliminate questions about their independence or potential
conflicts.
I believe investors will appreciate your addressing these issues
at the annual meeting, and that doing so will contribute to their confidence
in the company’s management.
Sincerely yours,
Gary Lutin
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