Event Brief of REPLAY-Computer Associates International Announcement on Agreements with the Department of Justice and Securities and Exchange Commission - Final.

Original Source: FD (FAIR DISCLOSURE) WIRE

CORPORATE PARTICIPANTS

. Jeanne Glass, Computer Associates International, Inc., VP, IR . Lew Ranieri, Computer Associates International, Inc., Chairman . Jeff Clarke, Computer Associates International, Inc.,, COO & CFO . Ken Cron, Computer Associates International, Inc., Interim CEO . Bob Giuffra, Sullivan & Cromwell, Legal Counsel . Kenneth Handal, Computer Associates International, Inc., EVP & General Counsel

OVERVIEW

CA accepts responsibility for the improper accounting practices and misstatements of revenue from 01/01/98 through 09/30/00, and for the impeding and failing to cooperate with the Department of Justice and SEC investigations. Under the terms of the resolution, CA will establish a restitution fund of $225m to compensate current and former CA shareholders for losses due to the misconduct of these former Co. executives. Q&A Focus: Restatement, Sanjay Kumar, CEO search, and deferred prosecution

PRESENTATION SUMMARY

S1. Opening Comments (L.R.) 1. Details: 1. Co. reports that this is an important day for CA, its shareholders, customers, and employees. 2. Today's agreements with the Department of Justice and the Securities and Exchange Commission resolved the investigations

into CA's past accounting and reporting practices. 1. This represents a critical step in closing a deeply troubling chapter in the Co.'s history. 3. CA accepts responsibility for the improper accounting practices and misstatements of revenue from 01/01/98 through 09/30/00, and for the impeding and failing to cooperate with the Department of Justice and SEC investigations. 1. Co. reports that this conduct was wrong. 4. Co. fully supports the government's efforts to bring wrongdoers to justice. 5. CA will continue to cooperate with the government. 6. Through the Audit Committee investigation, the Co. has been working with the government for months, including providing substantial evidence of wrongdoing by former CA executives. 1. Those responsible for these actions are no longer with the Co. 7. Co. will work aggressively with the government to recover compensation paid to wrongdoers, providing the investigators with all the information and resources necessary to obtain disgorgement. 8. CA will seek the return of this money to the Co. and to its shareholders.

1. It's the right thing to do. 2. Agreement Details: 1. Under the terms of the resolution, CA will establish a restitution fund of $225m to compensate current and former CA shareholders for losses due to the misconduct of these former Co. executives.

2. Co. will take a number of steps to strengthen CA's mgt. team,

financial reporting, and process, corporate governance and

compliance, and ethics training. 3. Under the terms of this agreement, CA will retain and compensate an independent examiner to oversee the Co.'s compliance with the agreement. 4. In addition, CA has also agreed to: 1. Some key corporate reforms, including the addition of two additional independent Directors, so independent Directors will continue to comprise no less than two-thirds of CA's Board of Directors. 2. The creation of a Compliance Committee of the Board of Directors to examine the Co.'s internal audit department and compliance functions. 3. The establishment of a Disclosure Committee composed of the CEO, COO, and Co.'s most senior financial, legal and accounting executives to review significant public disclosures. 4. The adoption of a number of enhanced corporate governance procedures to improve shareholder community and governmental communications with CA. 5. As a …