[letterhead]

LUTIN & COMPANY

575 Madison Avenue

New York, New York 10022

Telephone (212) 605-0335

Facsimile (212) 605-0325

February 25, 2005

By telecopier: 631/342-3300

Mr. Kenneth V. Handal

Computer Associates International, Inc.

One Computer Associates Plaza

Islandia, New York 11749

Dear Mr. Handal:

            It was my understanding that you would be communicating with me this week to discuss some issues summarized in my February 17, 2005 letter to Mr. Swainson, a copy of which accompanies this letter.  I had therefore offered to “juggle” plans for the March 9 Forum meeting with the Restitution Fund’s Administrator until hearing from you.

            Now, not having heard from you and with no time left if we are to accommodate the Administrator’s court-ordered schedule, I suggest resolving the three “immediate attention” requests for CA management cooperation listed in last week’s letter to Mr. Swainson as follows:

1.      Distribution of meeting information:  It is too late now for any effective distribution to all CA shareholders informing them of the opportunity to present questions or views concerning their interests in the Restitution Fund at the March 9 meeting.

2.      Committee members responsible for employee retirement “CASH” Plan:  Please either provide me with the names of your retirement plan’s Committee members or tell me why you can’t save me the trouble of getting the information from other sources.  It is important for them to be able to address your employees’ $3 million interest in the Restitution Fund.

3.      Support of shareholders’ meeting costs:  Each of the Forum participants who told me they agreed with Mr. Lamm’s stated position – that corporate funding might create questions about the activity’s independent integrity – had the same response to my question about who, if not the company, should properly pay for it: the Administrator.  Since the Administrator would of course be reimbursed by CA, I see no reason to create extra layers of costs and administrative burdens for a purely cosmetic purpose.  Very real and visible integrity can be established much more efficiently by simply providing for CA’s payment of an amount that will cover the meeting’s budget, without any conditions that would allow CA management to influence decisions about the meeting.  This is what companies routinely do in supporting all kinds of independent activities ranging from investigations to academic programs, and as a practical matter we do not have time for more creative solutions.  I will make inquiries to find out how much recognized event managers would budget for the type of meeting planned and report the amount on Monday.  If you pay that amount, I will assume responsibility for any costs over the budget, and anything not spent on the meeting will be contributed to the not-for-profit Forum “Institute” which is being organized.[1]

            Please call me at your earliest opportunity.  I will of course welcome your suggestions of alternatives to resolve these issues, but assume you appreciate the urgency of our respective responsibilities to support CA shareholders’ interests in the Restitution Fund.

Sincerely yours,

Gary Lutin

cc:        Mr. John A. Swainson

[letterhead]

LUTIN & COMPANY

575 Madison Avenue

New York, New York 10022

Telephone (212) 605-0335

Facsimile (212) 605-0325

February 17, 2005

By telecopier: 631/342-3300

Mr. John A. Swainson

Computer Associates International, Inc.

One Computer Associates Plaza

Islandia, New York 11749

Dear Mr. Swainson:

            I am glad that you have now assumed full CEO responsibilities, and look forward to seeing the results of your leadership.  Specifically, I hope you will support efforts to address the interests of CA’s shareholders, including the development of new marketplace practices to meet the investor responsibility challenges which have been a subject of recent media attention. 

            As you may know, I met last week with Dan Kafferle and Bob Lamm, at their request after several weeks of informal communications, to learn their response to my December 8, 2004 letter requesting CA management cooperation with “Forum” programs being conducted for your shareholders.[1]  Very little was resolved, however, since they informed me at the meeting that they lacked the authority to deal with my letter’s requests.  But they assured me that CA management wants to continue a “dialogue” about cooperation, and based on that encouragement I ask you to direct me to management representatives who can address those matters.

            Requests for cooperation requiring the most immediate attention are those relating to shareholder interests in the allocations of CA’s $225 million Restitution Fund.  We are trying to arrange an open meeting on March 9, 2005 for the Fund’s court-appointed Administrator to hear shareholder views that he wants to consider in his preparation of a distribution plan.[2]  For us to proceed with a fair and effective program, we would have to address the following issues by tomorrow:

1.      Distribution of meeting information:  CA management cooperation is needed to distribute information about the meeting to all shareholders how may be interested, not just the narrow range of professionals and active investors who are familiar with Forum programs.  I received telephone inquiries this week, for example, from people like a retired fireman with a substantial portion of his savings invested in CA stock who went to some trouble to find me after reading an article that mentioned a meeting.  Whatever CA does to distribute its routine shareholder reports might provide a practical way to inform everyone like this about the opportunity to address their interests in the Restitution Fund.

2.      Committee members responsible for employee retirement “CASH” Plan:  We need to know who will be addressing the interests of the CA employee’s retirement fund (the Computer Associates Savings Harvest Plan, referred to as the “CASH” Plan), which is among the largest owners of CA stock with a reported holding of 8,107,373 shares, or 1.38% of the total outstanding.  That gives the CASH Plan a base $3,114,798 share of the Restitution Fund, so that even a 5% shift in the allocation would result in a six-figure difference to employees.  Mr. Lamm has been representing the interests of the CASH Plan, but has indicated that his primary responsibilities as a CA management executive might confuse his representation of the Plan in relation to the Restitution Fund.  I have requested contact information for the members of the Plan’s governing Committee, but have not yet received it.

3.      Support of shareholders’ meeting costs:  Since Mr. Lamm had reported deciding against financial support of the Restitution Fund meeting based on concern that the activities should be "totally independent of CA, both in fact and in perception,"[3] I have sought the views of shareholders and others on alternative sources of support.  Seeking payment for participation would be viewed by many as unfair, like a poll tax, and seeking sponsorship from a few investor or professional sources would raise questions about motives and influence.  This suggests returning to the conventional solution of direct or indirect corporate payment – spreading the costs proportionately to all shareholders – and focusing on ways to eliminate any real or apparent influence of the shareholder process.  It seems reasonable to assume that if a company can contribute $100,000 to support an inauguration program without raising concerns about improper influence of the government, we should be able to define conditions that will eliminate any concerns about improper influence of the shareholders.

            Please let me know if you have any questions about these matters, or if you have any suggestions for the Forum’s support of your efforts to respond to shareholder interests.

            Concluding with a personal comment, I have been very favorably impressed by the reports of your leadership initiatives.  If you show CA’s shareholders the same respect you’ve shown the company’s other marketplace relationships, you will certainly win their confidence in CA’s success.

Sincerely yours,

Gary Lutin