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Letter to Chairman Encouraging Cooperative Response

(September 3, 2004)

Copied below is the text of a September 3, 2004 letter to the chairman of Computer Associates' board encouraging management's cooperative involvement in Forum efforts to address shareholder concerns, and specifically requesting advice of his intention to respond to an August 27, 2004 letter suggesting the resolution of issue relating to the determination of a director's independent status.

The chairman and chief legal officer of the company responded in letters dated September 8, 2004.

 

[letterhead]

LUTIN & COMPANY

575 Madison Avenue

New York, New York 10022

Telephone (212) 605-0335

Facsimile (212) 605-0325

 

                                                            September 3, 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:

 

            Please let me know by Wednesday, September 8th, if you intend to respond to my August 27th letter.

 

            As you know from my past communications, I believe management’s cooperative involvement in Forum efforts to address shareholder concerns would help both investors and board members define the issues and understand what can be done to resolve them.  I therefore encourage your constructive response, and will welcome any suggestions you may have relating to our current planning of Forum programs.

 

 

                                                            Sincerely yours,

 

 

 

 

                                                            Gary Lutin

 

 

The Forum is open to all Computer Associates ("CA") shareholders, whether institutional or individual, and to any fiduciaries or professionals concerned with their investment decisions.  Its purpose is to provide shareholders with access to information and a free exchange of views on issues relating to their evaluations of alternatives, as described in the Forum Summary.

There is no charge for participation.  As stated in the Conditions of Participation, participants are expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants.  It is a Forum rule that participants will not be identified or quoted without their explicit permission.

Inquiries and requests to be included in the Forum's distribution list may be addressed to ca@shareholderforum.com.

The material presented on this web site is published by Gary Lutin, as chairman of the Shareholder Forum.