Forum Program

for

Fair Allocations of $225 Million CA Restitution Fund

            Responding to examples of questions raised by the CA Forum[1] about allocations of the $225 million Computer Associates penalty to establish a “Restitution Fund” for shareholders injured by management misconduct[2], the government-appointed “Administrator,” Kenneth R. Feinberg, invited the Forum’s development of a program to define and present issues for his consideration in preparing the required “Plan” for the Fund’s distribution.

            The objective of the CA Forum’s Restitution Fund program is to define the issues that concern investors, addressing their financial interests in this specific case – 38 cents per share – as well as the standards that may be applied to the growing number of other government-created restitution funds.  The following activities, though constrained by CA management’s decision not to cooperate[3], are intended to encourage participation by any CA shareholder, including individual as well as institutional investors, and by professionals concerned with their interests.

Questions and Comments

            The provisions summarized below are intended to support your free and open presentation of views.  You can submit a brief question or a lengthy opinion, from yourself or a representative, with or without public identification of the source.  And, if you request it, whatever you present will be posted on the CA Forum web site for public access and included in the Forum’s report to the Fund’s Administrator.

§        Deadline for Panel review:  If you want to present anything for review by the Forum’s Panel of experts prior to their March 9, 2005 meeting with the Administrator to define issues, you should send it in electronic form to the following address by March 7, 2005: ca@shareholderforum.com

§        Continuing communications:  Your views will be welcomed after the initial Panel meeting with the Administrator, in relation to the evolving issues and identified choices.

§        Professional support:  There is no need for you to engage professionals to present arguments on your behalf.  The purpose of the Forum’s Panel is to provide you with the insights of leading academic authorities who can help define the legal and policy issues raised by your concerns.  We will also be inviting recognized professionals to participate in discussions.  And if the Administrator decides that any unresolved issues require additional professional attention, he will be able to engage his own experts.  What the Administrator wants to know is simply what you think is fair.

§        Privacy:  Anyone who prefers not to be publicly identified should say so.  Whatever you submit will be presented publicly with attribution only to a category of investor (for example, “individual” or “public pension fund”).  The Panel members and the Administrator may be privately informed of your identity only for purposes of source validation.

§         Separate advocacy:  One Forum participant has indicated that some CA shareholders may prefer to present arguments to the Administrator strictly to advocate their own interests as distinguished from those of competing investors, rather than participate in an exchange of views to help define the issues.  Anyone wishing to avoid the public review process should clearly state that intent in the submission.  If you send the Forum a submission intended for separate advocacy, it will be passed on to the Administrator but it will not be presented for Panel review or included in any Forum reports or postings.

Panel for Restitution Fund Issues

            Since many of the questions raised in relation to the CA Restitution Fund have not been examined in the past, and especially since their resolution in this case may set standards for broad application, it will be important to carefully define and organize the essential issues.  To address this challenge with the required discipline and authority, the Forum is inviting leading academic experts to participate in a Panel that will review the issues and make recommendations for the Administrator’s consideration.

            These are the Panel’s members:

§        Lucian Arye Bebchuk, William J. Friedman and Alicia Townsend Friedman Professor of Law, Economics, and Finance and Director of the Program on Corporate Governance, Harvard Law School

§        Stephen J. Choi, Visiting Professor, New York University School of Law, and Roger J. Traynor Professor of Law, University of California, Berkeley, Boalt Hall

§        Merritt B. Fox, Michael E. Patterson Professor of Law, Columbia Law School

§        Jeffrey N. Gordon, Alfred W. Bressler Professor of Law and Co-director of the Center for Law and Economic Studies, Columbia Law School

            The Panel may be expanded if the definition of your Restitution Fund interests suggests a need for additional expertise.

           GL – 3/4/05

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.