COMPUTER SCIENCES CORP, SC 14D9/A, 1998-02-26

COMPUTER SCIENCES CORP
SC 14D9/A, 1998-02-26
COMPUTER INTEGRATED SYSTEMS DESIGN

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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AMENDMENT NO. 1
TO

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

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COMPUTER SCIENCES CORPORATION
(NAME OF SUBJECT COMPANY)

COMPUTER SCIENCES CORPORATION
(NAME OF PERSON FILING STATEMENT)

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COMMON STOCK, PAR VALUE $1.00 PER SHARE
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS
(TITLE OF CLASS OF SECURITIES)

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20536310-4
(CUSIP NUMBER OF CLASS OF SECURITIES)

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HAYWARD D. FISK, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY

COMPUTER SCIENCES CORPORATION
2100 EAST GRAND AVENUE
EL SEGUNDO, CALIFORNIA 90245
(310) 615-0311
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING THIS STATEMENT)

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Copies to:

RONALD S. BEARD, ESQ.
GIBSON, DUNN & CRUTCHER LLP
333 SOUTH GRAND AVENUE
LOS ANGELES, CA 90071-3197
(213) 229-7000

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INTRODUCTION

This Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule
14D-9") relates to an offer by CAI Computer Services Corp., a Delaware
corporation ("Purchaser") and a wholly owned subsidiary of Computer Associates
International, Inc., a Delaware corporation ("Parent"), to purchase all of the
issued and outstanding Shares (as hereinafter defined) of Computer Sciences
Corporation, a Nevada corporation (the "Company").

ITEM 1. SECURITY AND SUBJECT COMPANY

The name of the subject company is Computer Sciences Corporation. The
address of the principal executive office of the Company is 2100 East Grand
Avenue, El Segundo, California 90245. The title of the class of equity
securities to which this Schedule 14D-9 relates is the Company's common stock,
par value $1.00 per share, including associated Series A Junior Participating
Preferred Stock Purchase Rights (the "Shares").

ITEM 2. TENDER OFFER OF THE BIDDER

This Schedule 14D-9 relates to the tender offer disclosed in the Schedule
14D-1, dated February 17, 1998, filed with the Securities and Exchange
Commission (the "Commission") by Purchaser (as amended, the "Schedule 14D-1"),
relating to an offer by Purchaser to purchase all of the issued and outstanding
Shares for an amount equal to $108.00 per Share, net to the seller in cash,
without interest (the "Offer Price"), upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated February 17, 1998, and the
related Letter of Transmittal (which, together with the Offer to Purchase, as
amended or supplemented from time to time, constitute the "Offer"). As set forth
in the Schedule 14D-1, the principal executive office of Purchaser and Parent is
located at One Computer Associates Plaza, Islandia, NY 11788.

ITEM 3. IDENTITY AND BACKGROUND

(a) The name and business address of the Company, which is the person
filing this Schedule 14D-9, are set forth in Item 1 of this Schedule 14D-9.

(b) Reference is made to the information contained under the captions
"Election of Directors -- Compensation of Directors," "Proposed 1997 Nonemployee
Director Stock Incentive Plan" and "Executive Compensation" in, and in Appendix
A to, the Company's proxy statement dated July 2, 1997 relating to the Company's
1997 Annual Meeting of Stockholders (the "1997 Proxy Statement"), the relevant
portions of which are filed as Exhibit (c)(1) hereto and are incorporated herein
by reference. Except as described herein or incorporated herein by reference,
there are no material contracts, agreements, arrangements or understandings or
any actual or potential conflicts of interest between the Company or its
affiliates and (i) any of the Company's executive officers, directors or
affiliates or (ii) Purchaser and its executive officers, directors or
affiliates.

Supplemental Executive Retirement Plan.

Effective as of February 2, 1998, the Company amended and restated its
Supplemental Executive Retirement Plan (the "SERP"), which was described in the
Company's 1997 Proxy Statement. The following summary of the material amendments
to the SERP is qualified in its entirety by reference to the full text of the
SERP, as amended and restated, a copy of which is filed as Exhibit (c)(2) to
this Schedule 14D-9 and is incorporated herein by reference.

Change in Control Provisions. The definition of "Change in Control" in the
SERP was expanded to include a merger, consolidation, reorganization or other
business combination to which the Company is a party and the consummation of
which does not result in the outstanding voting securities of the Company being
exchanged for or converted into cash, property and/or securities not issued by
the Company, provided that the outstanding voting securities of the Company
immediately prior to such business combination (or, if applicable, the
securities of the Company into which such voting securities are converted as a
result of such

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business combination) represent less than 50% of the voting power of the Company
immediately following such business combination.

The amendments to the SERP redefine "involuntary separation" (the
occurrence of which within 36 months following a Change in Control entitles a
participant to certain benefits under the SERP) to include voluntary separation
for "Good Reason." Voluntary separation for Good Reason is defined in the SERP
as the participant's separation from the Company within six months of the
occurrence of any of the following without the participant's express written
consent: (i) a substantial change in the nature, or diminution in the status, of
the participant's duties or position from those in effect immediately prior to
the Change in Control; (ii) a reduction in the participant's annual base salary
from that in effect or, from any increases approved prior to the Change in
Control; (iii) a reduction in the overall benefits provided to the participant
by the Company from the amounts in effect on, or, from any increases approved
prior to the Change in Control; (iv) a termination of, or reduction in the
participant's participation under, any stock option or other incentive
compensation plan in effect immediately prior to the Change in Control, where
the participant is not offered the opportunity to participate in an alternative
incentive plan of reasonably equivalent value; (v) a reduction in the number of
paid vacation days per year available to the participant or a material reduction
or elimination of any perquisite enjoyed by the participant immediately prior to
the Change in Control; (vi) a relocation of the participant's principal place of
employment to greater than 35 miles from his previous place of employment; (vii)
a material breach by the Company of any stock option or restricted stock
agreement; or (viii) conduct by the Company, against the participant's volition,
that would cause the participant to commit fraudulent acts or would expose him
to criminal liability. For purposes of clauses (ii) through (viii), Good Reason
shall not exist if (x) the aggregate value of all compensation received by the
participant after the Change in Control is reasonably equivalent to that
received or approved to be received prior to the Change in Control or (y) if the
reduction in aggregate value is due to reduced performance by the Company, the
business unit of the Company for which the participant is responsible, or the
participant.

The amendments to the SERP provide that, upon a Change in Control, the
Company will transfer to an irrevocable grantor trust (as described in Section
671 of the Internal Revenue Code), assets equal in value to all accrued
obligations under the SERP as of the date that is one day after a Change in
Control. The Company's obligation to establish and fund such a trust does not
affect the Company's obligation to provide supplemental pension payments under
the SERP to the extent that such benefits are not paid out of the assets of the
trust.

Amendment and Termination. Prior to the February 2, 1998 amendments, the
SERP provided that the amendment, modification, suspension or termination of the
SERP following a Change in Control would cause the full vesting of benefits
accrued under the SERP to any SERP participant who was a participant prior to
the Change in Control. As amended, the SERP provides that it may not be amended,
modified, suspended or terminated following a Change in Control without the
express written consent of all participants.

Claim Review Procedure. The amendments to the SERP establish a procedure
for the review of claims relating to benefits allegedly owing under the SERP.
Any participant who believes that he is owed benefits under the SERP may, within
90 days after such benefits were to have been received, file a request for
review of the claim with one of certain designated officers of the Company. If
such a request is filed and the claim is denied, the officer with whom the
request was filed must notify the claimant of the specific reasons for the
denial of the claim. At such time, the claimant will also be advised of his
right to appeal the denial of his claim to the Plan Appeal Committee and of the
means by which such an appeal should be made. The Plan Appeal Committee is
obligated to act upon any appeal made to it within 90 days unless unusual
circumstances exist, in which case the Plan Appeal Committee must respond to the
appeal within 180 days.

Stock Options and Restricted Stock

Effective February 2, 1998, the Company amended the terms of certain
outstanding stock options and restricted stock, as described below.

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Amendment of Stock Options. All nonqualified stock options currently held
by employees of the Company and its affiliates who are participants in the SERP
were amended in the following respects:

(a) Minimum three-month exercise period after termination of
employment. Each option was amended to provide that it will not terminate,
or cease to be exercisable to purchase the underlying shares with respect
to which it had vested as of the date of the optionee's termination of
employment, prior to the earlier of (i) the expiration date of the option
or (ii) three months after the date of termination of employment.

(b) Retirement age reduced from 65 to 62. Each option provided that:
(i) if the optionee retired, the option would remain exercisable for three
years thereafter to purchase the underlying shares with respect to which it
had vested as of the date of retirement; and (ii) if the optionee
terminated employment prior to retirement age, the option would remain
exercisable for three months thereafter to purchase the underlying shares
with respect to which it had vested as of the date of termination of
employment. Each option was amended to reduce the retirement age from 65 to
62.

(c) Certain determinations to be made by continuing members of the
Compensation Committee. Each option provided that unless the Compensation
Committee of the Board of Directors determined otherwise within 10 business
days thereafter, the option would become exercisable in full upon the date
that any person became the beneficial owner of 30% or more of the
outstanding Common Stock. Each option was amended so that this
determination may only be made by vote of a majority of the directors of
the Company who are, and immediately prior to such event were, members of
the Compensation Committee.

(d) Amendment of definition of Change in Control. Each option defined
"Change in Control" as the first to occur of the following events: (i) the
dissolution or liquidation of the Company; (ii) a sale of substantially all
of the property and assets of the Company; (iii) a reorganization, merger
or consolidation of the Company the consummation of which results in the
outstanding securities of any class then subject to the option being
exchanged for or converted into cash, property and/or securities not issued
by the Company; (iv) any date upon which the directors of the Company who
were nominated by the Board of Directors for election as directors cease to
constitute a majority of the directors of the Company or (v) a change of
control of the Company of the type required to be disclosed in a proxy
statement pursuant to Item 6(e) (or any successor provision) of Schedule
14A of Regulation 14A promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). Each option was amended to add the
following additional event (the "Additional Event"): a merger,
consolidation, reorganization or other business combination to which the
Company is a party and the consummation of which does not result in the
outstanding securities of any class then subject to the option being
exchanged for or converted into cash, property and/or securities not issued
by the Company, provided that the outstanding voting securities of the
Company immediately prior to such business combination (or, if applicable,
the securities of the Company into which such voting securities are
converted as a result of such business combination) represent less than 50%
of the voting power of the Company immediately following such business
combination.

(e) Acceleration of option upon Change of Control. Each option
provided that if the optionee's employment with the Company or any of its
subsidiaries were voluntarily or involuntarily terminated within three
years after a Change of Control, then (i) the portion of the option that
had not vested on or prior to the date of termination of employment would
fully vest on such date and (ii) the option would remain exercisable until
the earliest of the third anniversary of such date, the expiration date of
the option, or, if applicable, the first anniversary of the optionee's
death. Each option was amended to provide that upon a Change of Control:
(1) the portion of the option that has not vested on or prior thereto will
fully vest on such date and (2) the option will remain exercisable until
the earliest of the third anniversary of such date, the expiration date of
the option, or, if applicable, the first anniversary of the optionee's
death.

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All nonqualified stock options which are currently held by employees of the
Company and its affiliates who are not participants in the SERP, and which were
granted by the Company under its 1978, 1980, 1984, 1987, 1990, 1992 or 1995
Stock Incentive Plans, other than options granted pursuant to Schedules approved
by the taxing authorities in the United Kingdom or France, were amended in the
same manner as described in clauses (a), (b) and (c) above, and were also
amended as described below:

(x) Additional event causing acceleration of option. Each option
provided that unless the Compensation Committee of the Board of Directors
determined otherwise, the option would become exercisable in full upon the
approval of any of the following three types of transaction by the Board
and the stockholders of the Company: (i) the dissolution or liquidation of
the Company, (ii) a sale of substantially all of the property and assets of
the Company or (iii) a reorganization, merger of consolidation of the
Company the consummation of which would result in the outstanding
securities of any class then subject to the option being exchanged for or
converted into cash, property and/or securities not issued by the Company.
Each option was amended to add the Additional Event described in clause (d)
above as a fourth type of transaction the approval of which has the effect
described in the preceding sentence.

Amendment of Restricted Stock. All restricted stock currently held by
employees of the Company and its affiliates who are participants in the SERP was
amended in the following respects:

(a) Certain determinations to be made by continuing members of the
Compensation Committee. All such restricted stock provided that unless the
Compensation Committee of the Board of Directors determined otherwise
within 10 business days thereafter, all restrictions imposed upon the
restricted stock would lapse if any person became the beneficial owner of
30% or more of the outstanding Common Stock. All restricted stock was
amended so that this determination may only be made by vote of a majority
of the directors of the Company who are, and immediately prior to such
event were, members of the Compensation Committee.

(b) Lapse of restrictions upon a Change of Control. All such
restricted stock provided that if the holder's employment with the Company
or any of its subsidiaries were voluntarily or involuntarily terminated
within three years after any of the events described in clauses (d)(i),
(ii), (iii), (iv) or (v) in Amendment of Stock Options above, then all
restrictions imposed upon the restricted stock would lapse. All such
restricted stock was amended to add the Additional Event described in such
clause (d), and to provide that all restrictions imposed upon the
restricted stock would automatically lapse upon the first to occur of such
events (rather than upon the termination of the holder's employment within
three years thereafter).

All restricted stock which is currently held by employees of the Company
and its affiliates who are not participants in the SERP, and which was granted
by the Company under its 1990 or 1992 Stock Incentive Plans, was amended in the
following respects:

(x) Certain determinations to be made by continuing members of the
Compensation Committee. All such restricted stock provided that all
restrictions imposed upon the restricted stock would lapse upon the
occurrence of any of the following events: (i) unless the Compensation
Committee of the Board of Directors determined otherwise within ten
business days thereafter, the first date upon which any person became the
beneficial owner of 30% or more of the outstanding Common Stock; (ii) any
date upon which the directors of the Company who were nominated by the
Board of Directors for election as directors cease to constitute a majority
of the directors of the Company, unless, prior to such date, the Board of
Directors shall determine otherwise; or (iii) a change in control of the
Company of the type required to be disclosed in a proxy statement pursuant
to Item 6(e) (or any successor provision) of Schedule 14A of Regulation 14A
promulgated under the Exchange Act, unless, prior to such change in
control, the Board of Directors shall determine otherwise. All restricted
stock was amended so that the determination described in clause (i) above
may only be made by vote of a majority of the directors of the Company who
are, and immediately prior to such event were, members of the Compensation
Committee.

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(y) Lapse of restrictions upon a Change in Control. All such
restricted stock provided that unless the Compensation Committee of the
Board of Directors determined otherwise, all restrictions imposed upon the
restricted stock would lapse upon any of the events described in clauses
(d)(i), (ii) or (iii) in Amendment of Stock Options above. All such
restricted stock was amended to add the Additional Event described in such
clause (d).

Deferred Compensation Plan

The Company has a Deferred Compensation Plan (as amended and restated to
date, the "Deferred Compensation Plan"). The following summary of the material
terms of the Deferred Compensation Plan is qualified in its entirety by
reference to the full text of the Deferred Compensation Plan, a copy of which is
filed as Exhibit (c)(5) hereto and is incorporated herein by reference. The
Deferred Compensation Plan permits nonemployee members of the Company's Board of
Directors and certain designated officers and employees of the Company to defer
into a deferred compensation account some or all of such person's retainer,
consulting fees, committee fees and meeting fees (in the case of a nonemployee
director) or such person's annual bonus pursuant to the Company's Annual
Management Incentive Plan (in the case of officers or employees) pursuant to an
election made by such person no later than the last day of the next preceding
fiscal year. The annual rate of return credited to each deferred compensation
account equals 120% of the 120-month rolling average yield on a ten-year U.S.
Treasury Note, calculated as of December 31 of the preceding year. The full
value of the deferred compensation account becomes payable upon death,
retirement after the person turns 62 or upon termination prior to retirement. Up
to the full value may be withdrawn within three years of a Change in Control (in
which event a 5% withdrawal penalty applies), in the event of certain hardship
events (in which event no penalty applies) or otherwise (in which event a 10%
withdrawal penalty applies).

"Change in Control" is defined as (a) the acquisition by any person, entity
or group (as defined in Section 13(d)(3) of the Exchange Act), as beneficial
owner, directly or indirectly, of securities of the Company representing twenty
percent (20%) or more of the combined voting power of the then outstanding
securities of the Company, (b) a change during any period of two (2) consecutive
years of a majority of the Board as constituted as of the beginning of such
period, unless the election of each director who was not a director at the
beginning of such period was approved by vote of at least two-thirds of the
directors then in office who were directors at the beginning of such period, (c)
a sale of substantially all of the property and assets of the Company, (d) a
merger, consolidation, reorganization or other business combination to which the
Company is a party and the consummation of which results in the outstanding
voting securities of the Company being exchanged for or converted into cash,
property and/or securities not issued by the Company, (e) a merger,
consolidation, reorganization or other business combination to which the Company
is a party and the consummation of which does not result in the outstanding
voting securities of the Company being exchanged for or converted into cash,
property and/or securities not issued by the Company, provided that the
outstanding voting securities of the Company immediately prior to such business
combination (or, if applicable, the securities of the Company into which such
voting securities are converted as a result of such business combination)
represent less than 50% of the voting power of the Company immediately following
such business combination, or (f) any other event constituting a change in
control of the Company for purposes of Schedule 14A of Regulation 14A under the
Exchange Act.

Upon a Change in Control, the Company will transfer to an irrevocable
grantor trust (as described in Section 671 of the Internal Revenue Code), assets
equal in value to all accrued obligations under the Deferred Compensation Plan
as of the date that is one day after a Change in Control. The Company's
obligation to establish and fund such a trust does not affect the Company's
obligation to provide benefits payments under the Deferred Compensation Plan to
the extent such benefits are not paid out of the assets of the trust.

Severance Plan.

On February 2, 1998, the Company's Board of Directors adopted the Computer
Sciences Corporation Severance Plan for Senior Management and Key Employees (the
"Severance Plan"). The following summary of the Severance Plan is qualified in
its entirety by reference to the full text of the Severance Plan, a copy of
which is filed as Exhibit (c)(3) to this Schedule 14D-9 and is incorporated
herein by reference.

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The Severance Plan provides for certain payments to covered employees
("Participants") in the event of a change in control of the Company. The payment
is a multiple of the Participant's annual base salary plus the average annual
incentive bonus over the three years prior to the Participant's termination of
employment. The multiple is two for all Participants except Mr. Honeycutt, whose
multiple is three. Participants are also entitled to receive medical and similar
benefits for a period of years equal to the applicable multiple (two or three).
On February 2, a total of 17 Participants (including Mr. Honeycutt) were
designated to be eligible for benefits under the Severance Plan.

Payments are to be made under the Severance Plan if a Participant has a
voluntary employment termination for "Good Reason" within 24 months following a
Change in Control (as defined in the SERP) or an involuntary employment
termination other than for cause within 36 months following a Change in Control.
In addition, Mr. Honeycutt is entitled to payments under the Severance Plan if
he has a voluntary employment termination, with or without "Good Reason," during
the thirteenth month following a Change in Control. No payments under the
Severance Plan are due if a Participant's employment is terminated for cause or
because of death or disability.

"Good Reason" is defined generally to include a substantial change or
diminution in duties or position, a reduction in annual base salary, a reduction
in the aggregate value of all other benefits (subject to certain exceptions), or
a relocation of the Participant's principal office of more than 35 miles.

The Severance Plan further provides that the Company will reimburse
Participants for any and all excise taxes which must be paid by the Participants
as a consequence of a Change in Control of the Company.

On February 18, 1998, the Company's Board of Directors authorized Mr.
Honeycutt to designate up to 150 additional employees as Participants entitled
to the benefits described above (with the multiple being two). The benefits
would be payable to these additional employees, however, only if the Change in
Control resulted in Parent directly or indirectly controlling the Company. As of
the date hereof, an additional 135 employees have been designated as
Participants under the Severance Plan on the basis described in this paragraph.

ITEM 4. THE SOLICITATION OR RECOMMENDATION

The Board of Directors of the Company presently expects to meet on Friday,
February 27, 1998 to consider the Offer. As of the date hereof, the Board has
not yet met to consider or act upon the Offer. Accordingly, at this time the
Company has not yet made any recommendation to its stockholders regarding the
Offer, but as previously disclosed publicly, will do so on or before March 2,
1998.

On February 10, 1998, the Company received a widely publicized letter from
Parent in which Parent's Chairman proposed that Parent and the Company enter
into a consensual merger in which the Company's stockholders would receive $108
per share in cash. The Company scheduled a Board of Directors meeting for
February 18, 1998 to consider this proposal. On Sunday, February 15, 1998, an
investment banker employed by Parent orally advised the Company's financial
advisor that Parent would be prepared to pay $114 per share in cash for the
Company's outstanding Shares if a negotiated transaction were completed
promptly. Subsequently, the Company received another widely publicized letter
from Parent, which made reference to such conversation. Monday, February 16,
1998, was a Federal holiday. On the morning of February 17, 1998, Parent issued
a press release in which it stated that it had filed with the SEC a Schedule
14D-1 and a Preliminary Solicitation and Proxy Statement, as part of a tender
offer for the Company. In fact, Parent did not file its Schedule 14D-1 and
Preliminary Proxy Statement until approximately 5:20 p.m. on Tuesday, February
17, 1998.

On February 18, 1998, the Company's Board of Directors met to consider
Parent's consensual merger proposal. Neither the Company's Board of Directors
nor its financial or legal advisors had, by that time, completed their review of
Parent's 181 page Schedule 14D-1 filed the previous night.

After receiving the advice of the Company's financial and legal advisors,
and after a thorough discussion among members of the Board concerning the
advantages, disadvantages, risks and problems associated with Parent's
consensual merger proposal, the Board of Directors voted unanimously to reject
it. The Board of

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Directors was aware, in taking such action, of the indication by Parent's
investment banker that in a negotiated transaction the cash consideration to the
Company's stockholders could be $114 per share.

On February 19, 1998, the Company issued a press release and released a
letter from the Company's Chairman and CEO, Van B. Honeycutt, to Parent's
Chairman and CEO. The press release and the letter stated that, in the opinion
of the Company's Board, Parent's proposal for a consensual merger did not
represent fair value for the Company's stockholders and that any effort to
combine the Company and Parent would not make business sense. A copy of the
press release is attached hereto as Exhibit (a)(1). A copy of the letter is
attached hereto as Exhibit (a)(2). With respect to the value component of the
Board's decision, Mr. Honeycutt's letter stated that:

"We believe that CSC has far greater near- and long-term
prospects than are reflected in your bid. Based on our assessment of
CSC's opportunities for growth and revenues and earnings per share,
and the potential such growth has to effect significant appreciation
in our stock price, we do not believe your offer rewards our
shareholders for the true value of their investment. In addition, your
offer fails to recognize that CSC shareholders own a unique asset that
is impossible to replicate in the information technology marketplace.

"CSC is in robust financial condition with a compound annual
growth rate of 20.4% in revenue over the past five years and a 26.3%
increase in income before special items for the same period. We have
larger gains in market share and revenue than our primary competitor
in 15 of the last 16 quarters. We have won or implemented $6.7 billion
in large outsourcing contracts over the past 12 months and our
pipeline of major new business prospects is extremely promising.

"CSC is on course to grow our business in all of our markets
through strong internal growth and an acquisition strategy designed to
enhance our growth in geographical markets, key vertical industries
and specialized service segments."

With respect to the conclusion of the Board that the combination of the
Company and Parent would not make business sense, Mr. Honeycutt's letter stated
that:

"CSC's strong financial condition, as reflected by our 'A' credit
rating, is critical to our ability to secure the large, long-term
outsourcing contracts that are key to growth in IT services. A
combined CSC and CA would be irresponsibly leveraged and thus have a
much lower credit rating and be at a distinct disadvantage in the
competition for such business.

"CSC's ability to provide independent solutions is a threshold
issue for customers who demand platform neutrality. This neutrality
would be severely compromised if CSC were to be acquired by CA and, as
a result, we would lose substantial credibility in the marketplace.
You have already stated publicly that you would redirect the efforts
of many CSC employees to sales and service of CA's software products,
a prospect that both our customers and employees would find
unacceptable.

"More than 25% of CSC's total anticipated revenues for fiscal
1999 are derived from outsourcing contracts that contain change in
control provisions which would allow customers who are concerned about
such issues to move to another services firm. We have already been
notified by a number of such clients that they would either exercise
such provisions or curtail or reduce the flow of new business to CSC
should a CA takeover occur. In addition, software critical to CSC's
data centers and other operations is licensed to CSC under contracts
which are terminable by the licensor if CA acquires CSC.

"The most important asset of Computer Sciences is our people.
They create sustainable, competitive advantage and customer
satisfaction and revenue generation, and are the best in the business.
It is widely recognized that CSC and CA have dramatically different
cultures, and it is clear that many of the very assets you are trying
to buy -- our employees -- will decline to join your company.

"Our Board of Directors and our management are committed to
maximizing the value of our stockholders' investment, consistent with
the highest standards of responsibility to our customers and

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employees. Consistent with our fiduciary duty to stockholders, we are
always prepared to give serious consideration to strategic options
which fairly reflect the value of our corporation and which make
business sense. Clearly, your offer does neither."

ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED

Goldman, Sachs & Co. ("Goldman Sachs") and J.P. Morgan Securities Inc.
("J.P. Morgan") have been retained by the Company to act as its financial
advisors with respect to the acquisition proposal which Parent has made for the
stock of the Company; Goldman Sachs also has been retained as financial advisor
to assist the Company in responding to any other acquisition proposals it may
receive or any other attempts to acquire control of the Company. Pursuant to the
terms of their engagement letters, Goldman Sachs and J.P. Morgan will receive
the following fees for their services:

(a) a quarterly retainer fee of $2,500,000 for Goldman Sachs and
$1,000,000 for J.P Morgan, payable on the first day of each three-month
period during which they provide such services; and

(b) a fee of $10,000,000 for Goldman Sachs and $4,000,000 for J.P.
Morgan (with the quarterly retainer fees paid under clause (a) above
credited on a one-time basis against such fees), payable on February 11,
1999 and February 13, 1999, respectively, in the event that Parent has not,
directly or indirectly, become the beneficial owner of more than 50% of the
outstanding Shares on or prior to such date.

The Goldman Sachs engagement letter also provides that in the event that
the Company determines to undertake a specific transaction in which all or a
majority of the Company is sold to another person or persons, Goldman Sachs will
have the right to act on the Company's behalf in connection with such
transaction on customary terms and conditions, including customary fee
provisions. The J.P. Morgan engagement letter provides that in the event the
Company determines to proceed with a sale, merger, consolidation, business
combination, or certain other specified transactions, during the term of the
engagement the Company will enter into an amendment to the engagement letter
providing for fees to J.P. Morgan in an amount to be determined after taking
into account the results obtained and the custom and practice among investment
bankers acting in similar transactions.

The Company has also agreed to reimburse Goldman Sachs and J.P. Morgan for
their reasonable out-of-pocket expenses, including fees and expenses of counsel,
and to indemnify Goldman Sachs and J.P. Morgan and certain related persons
against certain liabilities in connection with their engagement.

Goldman Sachs and J.P. Morgan have each in the past been retained by the
Company to render investment banking and advisory services, and each has
received reasonable and customary compensation for such services.

The Company has also retained Bozell Sawyer Miller Group ("BSMG") as a
public relations advisor in connection with the Offer, and has retained Morrow &
Co., Inc. ("Morrow") to assist the Company in communicating with its
stockholders and to provide other services in connection with the Offer. The
Company has agreed to pay BSMG and Morrow reasonable and customary compensation
for such services, reimburse them for their reasonable out-of-pocket expenses
and provide customary indemnities.

Except as described above, neither the Company nor any person on its behalf
has employed, retained or compensated any person or class of persons to make
solicitations or recommendations to security holders concerning the Offer.

ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES

(a) On February 2, 1998, the Board of Directors of the Company declared a
2-for-1 stock split in the form of a 100% stock dividend with respect to its
common stock, par value $1.00 per share (the "Common Stock") payable on March
23, 1998 to the holders of record of Common Stock on March 2, 1998.

On February 18, 1998, the Board of Directors of the Company authorized and
declared a dividend of one preferred stock purchase right (a "New Right") for
each share of Common Stock. The dividend is payable on

9
<PAGE> 10

February 27, 1998 to the holders of record of Common Stock as of the close of
business on such date. The New Rights will be issued pursuant to a Rights
Agreement dated as of February 18, 1998 by and between the Company and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "New Rights
Agreement"), a copy of which was included as Exhibit 10.23 to the Form 8-A filed
by the Company with the Commission on February 25, 1998. The following summary
of the New Rights Agreement is qualified in its entirety by reference to the
full text of the New Rights Agreement, a copy of which is filed as Exhibit
(c)(4) to this Schedule 14D-9 and is incorporated herein by reference in its
entirety.

On February 18, 1998, the Board of Directors of the Company also amended
the first sentence of Section 3(a) of the Rights Agreement dated as of December
21, 1988, as amended and restated as of August 1, 1996, by and between the
Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Old
Rights Agreement"), in order to add the following additional language at the end
of such sentence:

"provided, however, that, notwithstanding anything to the contrary in the
foregoing definition of the 'Distribution Date,' clause (ii) of the
definition does not apply to the tender offer commenced by CAI Computer
Services Corp. on February 17, 1998."

A copy of the Old Rights Agreement, as amended and restated effective
February 18, 1998 is attached as Exhibit (c)(15) hereto and is incorporated
herein by reference in its entirety.

In addition, the Board of Directors indicated that it will redeem the Old
Rights promptly after the dividend of the New Rights has been paid.

The following executive officers of the Company effected the following
transactions in the Shares during the past 60 days. No other executive officer,
director, affiliate or subsidiary of the Company effected any transaction in the
Shares during such period.

(i) Van B. Honeycutt, Chairman, President and Chief Executive Officer,
exercised a stock option and purchased 4,200 Shares for $15.25 per Share on
February 20, 1998, the last day prior to the expiration of the option. Mr.
Honeycutt retained the Shares acquired upon such exercise.

(ii) C. Bruce Plowman, Vice President, Corporate and Marketing
Communications, exercised a stock option and purchased 3,000 shares of
Common Stock for $39.25 per share on January 6, 1998. Mr. Plowman sold
these 3,000 shares for $85.06 per share in an open market sale later that
day.

(b) To the best knowledge of the Company, all of its executive officers and
directors presently intend to hold, and not tender to Purchaser, all of the
Shares which they hold of record or beneficially own.

ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY

(a) The Board has not yet met to consider the Offer. Such a Board meeting
is presently scheduled for February 27, 1998. No negotiation has been or is
being undertaken or is underway by the Company in response to the Offer which
relates to or would result in: (1) an extraordinary transaction such as a merger
or reorganization, involving the Company or any subsidiary of the Company; (2) a
purchase, sale or transfer of a material amount of assets by the Company or any
subsidiary of the Company; (3) a tender offer for or other acquisition of
securities by or of the Company; or (4) any material change in the present
capitalization or dividend policy of the Company. In light of the fact that the
Board has not yet met to consider the Offer, no decision has, as yet, been made
whether to undertake such negotiations in the future.

(b) Other than the Board resolution adopted at the February 18, 1998
meeting of the Board to declare a dividend of Rights to acquire shares of the
Company's Preferred Stock described in Item 6(a) hereof, there is no
transaction, Board resolution, agreement in principle, or signed contract in
response to the Offer that relates to or would result in one or more of the
matters referred to in clauses (1), (2), (3) or (4) of Item 7(a) hereof.

10
<PAGE> 11

ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED

At a meeting on February 16, 1998, the Board adopted an amendment to the
Company's Bylaws "opting out" of the "Control Shares" provisions of the Nevada
General Corporation Law. The "Control Shares" provisions deny voting rights to
shares acquired by a person, with reference to percentage thresholds stated in
the provisions, unless a sufficient number of other shares are voted in favor of
restoring such voting rights. At its February 18, 1998 meeting, the Board
adopted a number of other amendments to the Company's Bylaws designed to protect
against hasty, ill-considered, actions to disrupt, remove or replace the
Company's Board of Directors with employees of Parent in advance of the Annual
Meeting of Stockholders. The amendments are also intended to assure that within
the limits of applicable Nevada law the Board of Directors will retain
reasonable discretion in scheduling the Annual Meeting in order to assure
adequate time for stockholders to be fully informed concerning the Offer and all
other alternatives which may be available to them. In addition, the Bylaw
amendments conform the provisions for indemnification of directors and officers
to provisions covering the same subject set forth in the Restated Articles of
Incorporation, and more generally remove or mitigate certain ambiguities in the
Bylaws, as they existed prior to such amendments. A copy of the Amended and
Restated Bylaws is attached hereto as Exhibit (c)(6).

The following paragraphs are intended to briefly summarize the substantive
changes made in the several Bylaw amendments. They are subject in all respects
to the exact language of the amended Bylaws, as set forth in Exhibit (c)(6).

The amendment of Article II, Section 2 of the Bylaws deletes language from
the former provision stating that annual meetings of the stockholders shall be
held on the second Monday in August, or at such other time and date as the Board
of Directors shall determine. As amended, the reference to the second Monday in
August is deleted. The amendment of Article II, Section 3 of the Bylaws removes
the ability of holders of a simple majority of the Common Stock to call a
special meeting of stockholders, except for a special meeting called to elect
directors if an Annual Meeting has not been held for 18 months or if directors
were not elected at the last Annual Meeting. The amendment of Article II,
Section 6, which states the general majority voting requirement for action by
stockholders, conforms the Bylaws to the Nevada General Corporation Law and adds
an explicit cross-reference to supermajority provisions elsewhere in the Bylaws.

The amendment of Article II, Section 10 increases from 75% to 90% the
number of shares required for action by written consent of the stockholders. The
amendment of Article II, Section 12 adds a 120-day advance notice requirement
for stockholder proposals to be considered at an Annual Meeting. The amendment
of Article III, Section 1 removes certain language considered superfluous. The
amendment of Article III, Section 2 removes a provision in the Bylaws, as they
existed prior to such amendments, pursuant to which the Board could remove any
director for cause. The amendment also removes language taken from the Nevada
General Corporation Law concerning the 2/3 supermajority of shares required to
remove a director of a Nevada corporation. The amendment further provides that,
because the Company's charter provides for cumulative voting in the election of
directors, the proportion of the outstanding shares required to remove any
director must be no less than the proportion equal to (a) one minus (b) the
ratio of (x) one divided by (y) the sum of one plus the authorized number of
directors. It is the Company's position that such interpretation is consistent
with applicable Nevada law, although the Company is aware that Parent has made a
contrary assertion in the Nevada federal court lawsuit described in the
following paragraph. The amendment of Article III, Section 7 provides that 24
hours' notice is required for special meetings of the Board, if such notice is
given orally, or by telegraph, facsimile, or electronic means instead of three
days' notice as previously required. The amendment of Article VII revises the
indemnification provisions of the Bylaws to mirror the provisions of the
Company's Restated Articles of Incorporation. The amendment of Article VIII,
Section 1 requires the affirmative vote of more than 80% of the outstanding
stock in order to amend or repeal Bylaws by stockholder action.

From the time that Parent publicly commenced its efforts to acquire the
Company, a number of lawsuits involving the Company have been filed. As noted in
response to Item 4, on February 10, 1998, Parent sent and publicly disclosed a
letter in which it proposed to acquire the Company. On February 11, 1998 a class
action lawsuit was filed in Clark County, Nevada district court seeking to
enjoin the proposed merger transaction

11
<PAGE> 12

from occurring. Other class action lawsuits were filed in subsequent days by the
same counsel seeking contrary relief. On February 17, 1998, the same date on
which it filed its Schedule 14D-1 and its Preliminary Solicitation and Proxy
Statement, Parent filed suit in the United States District Court for the
District of Nevada, captioned Computer Associates International, Inc. v.
Computer Sciences Corporation (Case No. CV-S-98-00278-LDG), seeking (i) a
declaratory judgment that "Computer Associates Schedule 14D-1 complies with
applicable federal law," (ii) to enjoin the Company from amending its Bylaws in
certain respects, (iii) to order the Company to redeem its "poison pill" and to
make the provisions of the Nevada Business Combination Statute inapplicable to
the Offer by approving the Offer, and (iv) a declaration that certain sections
of the Bylaws, in conjunction with certain sections of the Nevada General
Corporation Law, inter alia permit a vote or consent of holders of a majority of
the outstanding shares of the Company to amend the Bylaws, permit Parent, with
the vote of two-thirds of the outstanding voting shares of the Company, to
remove a sufficient number of directors to designate a majority of the Board,
permit a majority of the Company's stockholders to fill vacancies of removed
directors or additional seats on the Board by written consent, prohibit the
Company from setting the record date for determining stockholders entitled to
give written consents and agent solicitations, require that the Company hold its
annual meeting on August 10, 1998 and certain other matters. A copy of Parent's
Complaint and Parent's Ex Parte Motion for Expedited Hearing on Claims for
Declaratory Relief are attached hereto as Exhibits (c)(7) and (c)(8),
respectively. A copy of Parent's brief in support of such Motion and on the
merits of the relief requested is attached hereto as Exhibit (c)(9).

On February 23, 1998, the Company filed its Response of Defendant Computer
Sciences Corporation to Plaintiff Computer Associates International, Inc.'s Ex
Parte Motion for Expedited Hearing on Claims for Declaratory Relief. The
Response, inter alia, pointed out that the amendments adopted to the Company's
Bylaws on February 16, 1998 and February 18, 1998 had rendered moot all of the
claims in Parent's Complaint other than Parent's claim that its filings with the
Securities and Exchange Commission were in compliance with all applicable
federal law. The Response also stated that Parent's positions regarding
corporate governance had no merit even under the pre-amendment Bylaws. A copy of
the Response is attached hereto as Exhibit (c)(10).

Also on February 23, 1998, Parent filed with the United States District
Court for the District of Nevada its Supplemental and Amended Complaint. The
Supplemental and Amended Complaint seeks emergency delaratory relief to void the
amendments to the Company's Bylaws and to determine definitively the legality of
Parent's Proxy Solicitation. Parent also sought an injunction against the use of
a "poison pill" and other anti-takeover measures and certain other unspecified
actions. A copy of the Supplemental and Amended Complaint is attached hereto as
Exhibit (c)(11).

Also on February 23, 1998, the Company filed a lawsuit in the Superior
Court of the State of California for the County of Los Angeles, Central
District, captioned Computer Sciences Corporation v. Computer Associates
International, Inc., et al.(Case No. BC 186394). This Complaint by the Company
included a number of causes of action, including (1) unfair, unlawful, and
fraudulent business acts and practices in violation of California Business and
Professions Code Sections 17200, et seq., including (a) improper attempt to buy
loyalty; (b) attempted economic duress; (c) fraud and deceit; (d) improper
intentional interference; and (e) unfair business acts; (2) economic duress; (3)
intentional interference with prospective economic advantage and contractual
relations; and (4) conspiracy. A copy of the Company's Complaint is attached
hereto as Exhibit (c)(12).

The information contained in all of the Exhibits referred to in Item 9
below is incorporated herein by reference in its entirety.

ITEM 9. MATERIALS TO BE FILED AS EXHIBITS

(a)(1) Press release issued by the Company dated February 19, 1998.+

(a)(2) Letter from Van B. Honeycutt to Charles Wang, dated February 19, 1998.+

(c)(1) Excerpts from the Company's Proxy Statement dated July 2, 1997.+

12
<PAGE> 13

(c)(2) The Company's Supplemental Executive Retirement Plan, as amended and
restated effective as of February 2, 1998.+

(c)(3) The Company's Severance Plan for Senior Management and Key Employees, as
amended and restated effective as of February 18, 1998.+

(c)(4) Rights Agreement dated as of February 18, 1998 by and between the
Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent.+

(c)(5) The Company's Deferred Compensation Plan, as amended and restated
effective as of February 2, 1998.+

(c)(6) The Company's Bylaws, as amended and restated February 18, 1998.+

(c)(7) Complaint for Injunctive and Declaratory Relief in Computer Associates
International, Inc. v. Computer Sciences Corporation, case no.
CV-S-98-00278-LDG.*

(c)(8) Ex Parte Motion for Expedited Hearing on Claims for Declaratory Relief
in Computer Associates International, Inc. v. Computer Sciences
Corporation.*

(c)(9) Brief in Support of Motion for Expedited Hearing on Claims for
Declaratory Relief and on the Merits of the Relief Requested in Computer
Associates International, Inc. v. Computer Sciences Corporation.*

(c)(10) Response of the Company to the Ex Parte Motion for Expedited Hearing on
Claims for Declaratory Relief in Computer Associates International, Inc.
v. Computer Sciences Corporation.*

(c)(11) Supplemental and Amended Complaint in Computer Associates International,
Inc. v. Computer Sciences Corporation.*

(c)(12) Complaint for (1) Unfair, Unlawful, and Fraudulent Business Acts and
Practices in violation of California Business and Professions Code
Sections 17200 et seq.; (2) Economic Duress; (3) Intentional
Interference with Prospective Economic Advantage and Contractual
Relations; and (4) Conspiracy in Computer Sciences Corporation v.
Computer Associates International, Inc., case no. BC186394.*

(c)(13) Form of Stock Option Agreement.++

(c)(14) Form of Restricted Stock Agreement.++

(c)(15) Amended and Restated Rights Agreement dated as of December 21, 1988, as
amended and restated as of February 18, 1998 by and between the Company
and ChaseMellon Shareholder Services, L.L.C., as Rights Agent.+
- ------------------------

+ Previously filed.

* Filed herewith.

++ To be filed with an amendment to this Schedule 14D-9

13
<PAGE> 14

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.

COMPUTER SCIENCES CORPORATION

By: /s/ HAYWARD D. FISK

------------------------------------
Hayward D. Fisk
Vice President,
General Counsel and Secretary

Dated: February 26, 1998

14
<PAGE> 15

EXHIBIT INDEX

(a)(1) Press release issued by the Company dated February 19, 1998.

(a)(2) Letter from Van B. Honeycutt to Charles Wang, dated February 19, 1998.

(c)(1) Excerpts from the Company's Proxy Statement dated July 2, 1997.

(c)(2) The Company's Supplemental Executive Retirement Plan, as amended and
restated effective as of February 2, 1998.

(c)(3) The Company's Severance Plan for Senior Management and Key Employees, as
amended and restated effective as of February 18, 1998.

(c)(4) Rights Agreement dated as of February 18, 1998 by and between the
Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent.

(c)(5) The Company's Deferred Compensation Plan, as amended and restated
effective as of February 2, 1998.

(c)(6) The Company's Bylaws, as amended and restated February 18, 1998.

(c)(7) Complaint for Injunctive and Declaratory Relief in Computer Associates
International, Inc. v. Computer Sciences Corporation, case no.
CV-S-98-00278-LDG.

(c)(8) Ex Parte Motion for Expedited Hearing on Claims for Declaratory Relief
in Computer Associates International, Inc. v. Computer Sciences
Corporation.

(c)(10) Response of the Company to the Ex Parte Motion for Expedited Hearing on
Claims for Declaratory Relief in Computer Associates International, Inc.
v. Computer Sciences Corporation.

(c)(11) Supplemental and Amended Complaint in Computer Associates International,
Inc. v. Computer Sciences Corporation.

(c)(13) Form of Stock Option Agreement

(c)(14) Form of Restricted Stock Agreement

<PAGE> 1
EXHIBIT (c)(7)

SCHRECK MORRIS RECEIVED
STEVE MORRIS AND FILED
MATTHEW McCAUGHEY FEB 17 9:18 AM '98
1200 Bank of America Plaza LANCE S. WILSON
300 South Fourth Street CLERK
Las Vegas, Nevada 89101 By_____________________
(702) 474-9400 DEPUTY

HOWARD, DARBY & LEVIN
C. WILLIAM PHILLIPS
DANIEL M. MANDIL
1330 Avenue of the Americas
New York, New York 10019
(212) 841-1000

Attorneys for Plaintiff Computer Associates International, Inc.

UNITED STATES DISTRICT COURT

DISTRICT OF NEVADA

- ----------------------------------- x

COMPUTER ASSOCIATES
INTERNATIONAL, INC.,

Plaintiff,

v.
CV-S-98-00278-LDG (RLH)

COMPUTER SCIENCES
CORPORATION,

Defendant.

- ----------------------------------- x

COMPLAINT FOR INJUNCTIVE AND DECLARATORY RELIEF

Plaintiff Computer Associates International, Inc. "Computer
Associates"), by its counsel, alleges upon knowledge with respect to itself and
its own acts, and upon information and belief as to all other matters, as
follows:

<PAGE> 2

Nature of Action

1. Computer Associates has announced today that it will commence a
tender offer for all of the outstanding stock of defendant Computer Sciences
Corporation ("CSC" and the "Company") at a price of $108 per share in cash, an
aggregate price of approximately $9 billion for the Company (the "Offer"). The
Offer represents a substantial premium over the closing trading price of CSC
common stock on Tuesday, February 10, 1998, the last trading day before Computer
Associates' previous public announcement of its proposal to acquire CSC.
Computer Associates intends, as soon as practicable following consummation of
the Offer, to have CSC merge with a Computer Associates' subsidiary. By this
merger, Computer Associates envisions the creation of a world-class information
technology solutions provider for the Twenty-first Century.

2. Computer Associates brings this action to prevent CSC from breaching
its fiduciary duties by using various anti-takeover devices to block the Offer.
The Offer is fully financed, non-coercive and fair to CSC stockholders. The
Offer does not pose a threat to the interests of CSC stockholders or to its
corporate policies or effectiveness. The Offer is conditioned upon the removal
or inapplicability of a number of CSC's anti-takeover devices, which CSC
management may attempt to deploy in light of its public opposition to the
acquisition proposed by Computer Associates. These devices include a "poison
pill" and the Nevada Business Combinations Statute, Nev. Rev. Stat. Section
78.411 (1996) (the "Business Combination Statute").

3. CSC rejected Computer Associates' earlier proposals for a business
combination and has refused to negotiate with Computer Associates. Instead, CSC
seeks to deprive its stockholders of a full and fair opportunity to decide for
themselves whether

-2-

<PAGE> 3

to accept the substantial premium offered by Computer Associates. CSC has
embarked upon a campaign whose purpose is to ensure the continued control of CSC
by current top management, notwithstanding its fiduciary obligations to its
stockholders. This campaign threatens the full use of an assortment of
anti-takeover devices in order to entrench top management.

4. Given the fair and non-coercive nature of the Offer and its
substantial value to CSC stockholders, CSC should not be permitted to deny its
stockholders this opportunity. CSC's use of its "poison pill" or other
anti-takeover devices to block the Offer will constitute an unreasonable
response to the Offer, in violation of the fiduciary duties owed to CSC
stockholders.

5. To overcome these impediments, Computer Associates seeks to remove a
sufficient number of CSC directors to allow the stockholders to designate a
majority of directors who will permit the stockholders to decide whether to
accept the Offer. To this end, Computer Associates seeks, inter alia:

(a) the written consent of two-thirds of CSC stockholders to remove a
sufficient number of directors to enable the stockholders to
designate a majority of the Board;

(b) the written consent of a majority of CSC stockholders to fill the
vacancies of removed directors with designees who will allow the
stockholders to decide for themselves whether to accept the Offer;

(c) agent designations to call a special meeting of stockholders for the
purpose of removing directors, should Computer Associates fail to
obtain sufficient written consents to replace a majority of
directors; and

-3-
<PAGE> 4

(d) to ensure that, if Computer Associates fails to remove sufficient
directors by written consent or by a special meeting, CSC cannot
delay its annual meeting to be held in August 1998, at which meeting
the stockholders will vote on all directors.

6. Computer Associates seeks declaratory relief to determine
definitively the legality of its consent and agent designation solicitation.
Computer Associates' solicitations are specifically authorized by CSC's Bylaws
(the "Bylaws") and by applicable Nevada law. However, because there are several
areas where there are questions of interpretation regarding these authorities,
Computer Associates asks the Court for a prompt determination that:

(1) pursuant to Article VIII Section 1 of the Bylaws, a vote or
consent of a majority of the outstanding voting shares of CSC is
sufficient to amend the Bylaws;

(2) pursuant to Article II Section 7 and Article III Section 2 of the
Bylaws, a vote or consent of two-thirds of the outstanding voting
shares of CSC is sufficient to remove a sufficient number of
directors to designate a majority of the Board;

(3) Computer Associates' proposal to determine the directors to be
removed complies with Article III Section 2 of the Bylaws and
Section 78.335 of the Nevada Revised Statutes;

(4) pursuant to Article III Section 2 of the Bylaws and Section
78.335 of the Nevada Revised Statutes, a majority of CSC
stockholders may fill

-4-
<PAGE> 5

vacancies caused by their removal of directors by vote or written
consent;

(5) pursuant to Nevada Revised Statute 78.350, CSC does not have the
authority to set the record date for determining stockholders
entitled to give written consents and agent solicitations;

(6) pursuant to Article II Section 2 of the Bylaws, the upcoming
annual meeting of the stockholders must be held on August 11,
1998, and may not be postponed by the CSC Board to a later date;
and

(7) Computer Associates' filings pursuant to Section 14(d)(1) of the
Securities Exchange Act of 1934 comply with applicable federal
law.

7. Computer Associates also brings this action for injunctive relief to
prevent any effort by CSC to manipulate or otherwise subvert the process of
corporate democracy by, for example, adopting amendments to Bylaws that impair
the CSC stockholders' existing rights to amend the Bylaws and to call a special
shareholders meeting. Computer Associates also seeks injunctive relief to
prevent any effort by CSC to amend CSC's Bylaws or taking other actions intended
to interfere with the shareholder franchise or otherwise delay the annual
meeting. Finally, Computer Associates seeks injunctive relief to prevent the
application of CSC's anti-takeover devices and other defensive measures to
Computer Associates' Offer and proposed merger.

Parties

8. Plaintiff Computer Associates is a Delaware corporation with its
principal executive offices in Islandia, New York. Through a subsidiary,
Computer Associates is the beneficial holder of approximately 170,000 shares, or
0.2%, of CSC

-5-

<PAGE> 6

common stock. Computer Associates is a leading designer and developer of
standardized computer software products for use with desktop, midrange and
mainframe computers. Its products include a broad range of business software
used in systems management, information management, the development of
financial, human resource, manufacturing, distribution and banking systems
applications, and desktop computer software.

9. Defendant CSC is a Nevada corporation with its principal executive
offices in El Segundo, California. CSC is a leader in the information technology
services, industry. CSC specializes in the application of advanced and complex
information technology - including the software developed by Computer Associates
- - and offers an array of professional services to industry and government.

Jurisdiction and Venue

10. This Court has jurisdiction over this action pursuant to 28 U.S.C.
Sections 1331 and 1332(a) and 15 U.S.C. Section 78n(e) (Section 14(e) of the
Securities Exchange Act of 1934 ("the Exchange Act")). The amount in controversy
is in excess of $75,000.

11. Venue is proper in this District under 28 U.S.C. Sections 1391(b)
and (c).

Computer Associates' Offer

12. In December 1997, Computer Associates contacted CSC's Chairman and
Chief Executive Officer, Van B. Honeycutt, to determine whether CSC would be
interested in pursuing a business combination with Computer Associates. After
meetings and discussions concerning a possible business combination, Honeycutt
reported that CSC had no interest in pursuing such a combination.

-6-

<PAGE> 7

13. On February 11, 1998, Computer Associates publicly announced its
offer to acquire CSC in a merger transaction for $108 per share in cash for all
outstanding shares of CSC. Computer Associates conveyed the Offer to CSC's
Honeycutt by letter dated February 10, 1998, which noted that the price
represented a premium of nearly 35% over the closing price of CSC's common stock
on the day the parties commenced their their discussions in December 1997. As
the letter also noted:

The combination of [Computer Associates]'s strength in software and
CSC's services capabilities, together with our collective personnel,
would create the perfect model for the next generation of information
technology solutions provider that will lead our industry into the next
millennium.

February 10, 1998 Letter (attached as Exhibit 1). On February 11, 1998, Computer
Associates' Chairman and Chief Executive Officer, Charles B. Wang, assured all
CSC employees that Computer Associates will not lay off any CSC employee as a
result of the merger, but "will offer every employee a position in the combined
company." February 11, 1998 Letter (attached as Exhibit 2).

14. On February 17, Computer Associates announced its intention to
commence a tender offer pursuant to which Computer Associates seeks to acquire
all of the outstanding shares of CSC stock at $108 per share, for a total value
of approximately $9 billion. The Offer is conditioned upon, inter alia (a) valid
tender of a majority of the outstanding shares of CSC's common stock; (b)
redemption, invalidation or inapplicability of the CSC "poison pill"; and (c)
approval of the acquisition of shares pursuant to the Business Combination
Statute, or the inapplicability of the statute.

-7-

<PAGE> 8
15. On the same day, Computer Associates filed preliminary solicitation
materials with the Securities and Exchange Commission ("SEC"), pursuant to
section 14(a) of the Exchange Act, 15 U.S.C. Section 78n(a), and Regulation 14A
promulgated thereunder. The solicitation materials (a) solicit consents from CSC
stockholders to amend the Bylaws and to replace a majority of the CSC directors,
and (b) solicit agent designations from CSC stockholders to call a special
shareholders meeting to take such actions. Computer Associates also filed with
the SEC tender offer materials pursuant to section 14(d)(1) of the Exchange Act,
15 U.S.C. Section 78n(d)(1), and Regulation 14D promulgated thereunder.

16. Computer Associates intends, as soon as practicable following
consummation of the Offer, to propose and seek to have CSC consummate a merger
or similar business combination with Computer Associates, or a direct or
indirect wholly-owned subsidiary thereof. The purpose of the merger is to
acquire all CSC shares not tendered and purchased pursuant to the Offer or
otherwise.

17. Computer Associates' Offer is clearly in the best interests of
CSC's stockholders. It is a fully financed, all cash offer, available to all CSC
stockholders, for all outstanding shares. It is not "front-end loaded" or
otherwise coercive in nature. The Offer provides CSC stockholders with the
opportunity to realize a substantial premium over the market price of their
shares prior to the announcement of the Offer.

18. The Offer and second-step merger cannot be consummated unless the
CSC Board - voluntarily or by direction of a court - removes or makes
inapplicable CSC anti-takeover devices, including CSC's "poison pill" and the
Business Combination Statute.

-8-
<PAGE> 9

19. In light of CSC's prior rejection of Computer Associates' attempt
to explore a business combination with CSC and its refusal to negotiate with
Computer Associates, the current CSC Board of Directors can be expected to
resist Computer Associates' Offer. Indeed, according to news reports, CSC has
already made contact with International Business Machines Corp., AT&T Corp. and
Electronic Data Systems Corp. in an attempt to find a "white-knight" bidder to
ward off Computer Associates' Offer. CSC management can also be expected to
maintain and to deploy CSC's anti-takeover devices and actively to oppose the
Offer.

First Claim for Relief
(Injunctive Relief)

20. Computer Associates repeats and realleges each of the allegations
set forth in paragraphs 1 through 19 as if fully set forth here.

21. CSC is prohibited by Nevada law from amending its Bylaws in any
manner or taking any other action that would have the purpose or effect of
impeding the effective exercise of the stockholder franchise. (The CSC Bylaws
are attached as Exhibit 3).

22. Any effort by CSC:

(a) to amend its Bylaws in any way that would impede the effective
exercise of the stockholder franchise;

(b) to materially delay the conduct of the 1998 annual meeting; or

(c) to prevent the stockholders from replacing the existing CSC
directors by written consent, at a special meeting, or at the 1998
annual meeting, would be illegal.

-9-

<PAGE> 10

23. Computer Associates has no adequate remedy at law.

Second Claim for Relief
(Injunctive Relief)

24. Computer Associates repeats and realleges each of the allegations
set forth in paragraphs 1 through 23 as if fully set forth here.

25. CSC has armed itself with a number of anti-takeover provisions,
including a shareholders' "rights plan," better known as a "poison pill." CSC's
"poison pill," if not redeemed, rendered inapplicable or invalidated, will block
Computer Associates' Offer and deprive CSC stockholders of the opportunity to
sell their stock at a price substantially above the prevailing market rate.

26. CSC also has the anti-takeover protections of the Business
Combination Statute. Under the Business Combination Statute, a third party like
Computer Associates that acquires 10% or more of the voting power of CSC's
stock cannot engage in a business combination with CSC for three years, unless
the acquisition of the shares or the business combination is approved by the CSC
board in advance, the stockholder receives approval for the business combination
from a majority of the disinterested shares, or the offer meets certain fair
price criteria. The Business Combination Statute, if not rendered inapplicable
or invalidated, may block Computer Associates' Offer and deprive CSC
stockholders the opportunity to sell their stock at a price substantially above
the prevailing market rate.

27. The effect of these anti-takeover mechanisms is to frustrate and to
impede the ability of CSC stockholders to decide for themselves whether to
receive the benefits of the Offer and proposed second-step merger. These devices
unreasonably and

-10-
<PAGE> 11

inequitably frustrate and impede the ability of Computer Associates to
consummate its Offer and merger proposal. The failure of CSC and its board to
redeem the CSC "poison pill" and to adopt a resolution approving the Offer for
purposes of the Business Combination Statute constitutes a breach of their
fiduciary duty and thus a violation of Nevada law.

28. Computer Associates has no adequate remedy at law.

Third Claim for Relief
(Declaratory Judgment)

29. Computer Associates repeats and realleges each of the allegations
set forth in paragraphs 1 through 28 as if fully set forth here.

30. Computer Associates seeks a declaration that under the current CSC
Bylaws, the holders of two-thirds of the outstanding CSC voting shares have the
power to remove and replace a majority of the CSC directors by vote or written
consent.

31. As described in materials filed with the SEC, Computer Associates
intends to solicit consents from CSC stockholders to amend the CSC Bylaws and,
by the vote or consent of two-thirds of the stockholders, to replace a
sufficient number of CSC directors to designate a majority of the Board.
Computer Associates seeks a declaration that it may amend the Bylaws by the vote
or consent of a majority of stockholders.

32. Computer Associates also has proposed that the determination of the
directors to be removed should be made, in the first instance, by the Board, but
if the Board fails or refuses to do so within one week of the adoption of the
proposal, then directors would be removed according to the votes at the last
annual meeting, with the directors receiving the least votes being the first to
be removed.

-11-

<PAGE> 12

33. CSC has announced its opposition to the Offer and can be expected
to oppose the solicitation of consents for the purpose of amending the Bylaws
and replacement of its Board of Directors.

34. Accordingly, Computer Associates seeks a declaratory judgment that
Article VIII Section 1 of the Bylaws permits a vote or consent of a majority of
the outstanding voting shares of CSC to amend the Bylaws; that Article II
Section 7 and Article III Section 2 of the Bylaws permit Computer Associates,
with the vote of two-thirds of the outstanding voting shares of CSC, to remove a
sufficient number of directors to designate a majority of the Board; that
Computer Associates' proposal to determine the directors to be removed complies
with Article III Section 2 of the Bylaws and Section 78.335 of the Nevada
Revised Statutes; and that Article III Section 2 of the Bylaws and Section
78.335 of the Nevada Revised Statutes permit a majority of CSC stockholders to
fill vacancies of removed directors or additional seats on the board by written
consent.

Fourth Claim for Relief
(Declaratory Judgment)

35. Computer Associates repeats and realleges each of the allegations
set forth in paragraphs 1 through 34 as if fully set forth here.

36. Section 78.330 of the Nevada Revised Statutes provides that the
bylaws of a corporation may set the date, time and place for the annual meeting
of the stockholders.

37. Article II Section 2 of the CSC Bylaws provides, that "[a]nnual
meetings of the stockholders shall be held on the second Monday in August, if
not a legal holiday,

-12-

<PAGE> 13

and if a legal holiday, then on the next secular day following at 2:00 p.m., or
at such other time and date as the Board of Directors shall determine."

38. Because August 10, 1998, is not a legal holiday, the CSC Board
lacks the authority to alter the meeting date. Under the applicable By-law, such
authority exists only if the second Monday in August is a legal holiday.
Accordingly, Computer Associates seeks a declaratory judgment that the annual
meeting be held on August 10, 1998.

Fifth Claim for Relief
(Declaratory Judgment)

39. Computer Associates repeats and realleges each of the allegations
set forth in paragraphs 1 through 38 as if fully set forth here.

40. Section 14(d)(1) of the Securities Exchange Act of 1934 provides
that

[i]t shall be unlawful for any person ... to make a tender offer for
... any class of equity security ... unless at the time copies of the
offer ... are first published or sent or given to security holders such
person has filed with the Commission a statement containing ...
information as the Commission may by rules and regulations prescribe as
necessary or appropriate in the public interest or for the protection
of investors. All requests or invitations for tenders ... shall be
filed as part of such statement and shall contain such of the
information contained in such statement as the Commission may by rules
and regulations prescribe.

These rules and regulations are set forth in Regulation 14D promulgated by the
SEC under the Act.

41. Section 14(e) of the Exchange Act makes it unlawful

-13-
<PAGE> 14

for any person to make any untrue statement of a material fact or omit
to state any material fact necessary in order to make the statements
made, in the light of the circumstances under which they are made, not
misleading, or to engage in any fraudulent, deceptive, or manipulative
acts or practices, in connection with any tender offer ....

42. On February 17, 1998, Computer Associates distributed its tender
offer materials to the CSC stockholders and filed its Schedule 14D-1 statement
with the SEC. Given CSC's actions to oppose and defeat Computer Associates'
acquisition proposal, CSC will mount a section 14(e) challenge to the legality
of Computer Associates' Schedule 14D-1 filing.

43. Accordingly, Computer Associates seeks a declaration that its
Schedule 14D-1 complies with applicable federal law and is not subject to
attack by the CSC Board under section 14(e) of the Exchange Act.

WHEREFORE, Computer Associates seeks judgment:

(a) Enjoining CSC from amending its by-laws to in any way
impede the effective exercise of the stockholder franchise or to impede
the Offer, including without limitation amendments that impair the CSC
stockholders' existing rights to amend the bylaws and to call a special
stockholders meeting;

(b) Enjoining CSC from refusing to redeem CSC's "poison pill"
and refusing to make the provisions of the Nevada Business Combination
Statute inapplicable to the Offer by declining to approve the Offer;

(c) Declaring that Article VIII Section 1 of the Bylaws
permits a vote or consent of a majority of the outstanding voting
shares of CSC to amend the Bylaws;

-14-

<PAGE> 15
(d) Declaring that Article II Section 7 and Article III Section 2 of
the Bylaws permit Computer Associates, with the vote of two-thirds of the
outstanding voting shares of CSC, to remove a sufficient number of directors to
designate a majority of the Board;

(e) Declaring that Computer Associates' proposal to determine the
directors to be removed complies with Article III Section 2 of the Bylaws and
Section 78.335 of the Nevada Revised Statutes;

(f) Declaring that Article III Section 2 of the Bylaws and Section
78.335 of the Nevada Revised Statutes permit a majority of CSC stockholders to
fill vacancies of removed directors or additional seats on the board by written
consent;

(g) Declaring that Nevada Revised Statute Section 78.350 does not allow
CSC to set the record date for determining stockholders entitled to give written
consents and agent solicitations;

(h) Declaring that, under its bylaws, the CSC annual meeting must occur
on August 10, 1998;

(i) Declaring that Computer Associates Schedule 14D-1 complies with
applicable federal law;

(j) Awarding Computer Associates its costs of suit, including
reasonable attorneys' fees; and

(k) Granting Computer Associates such other and further relief as the
Court may deem just and proper.

-15-

<PAGE> 16

Dated: February 17, 1998

SCHRECK MORRIS

By: STEVE MORRIS
-----------------------------------
Steve Morris

1200 Bank of America Plaza
300 South Fourth Street
Las Vegas, Nevada 89101
(702) 382-2101

-and-

HOWARD, DARBY & LEVIN

By: C. William Phillips
-----------------------------------
C. William Phillips

1330 Avenue of the Americas
New York, New York 10019
(212) 841-1000

Attorneys for Plaintiff
Computer Associates International, Inc.

-16-

<PAGE> 17

SCHRECK MORRIS
STEVE MORRIS
MATTHEW McCAUGHEY
1200 Bank of America Plaza
300 South Fourth Street
Las Vegas, Nevada 89101
(702) 474-9400

HOWARD, DARBY & LEVIN
C. WILLIAM PHILLIPS
DANIEL M. MANDIL
1330 Avenue of the Americas
New York, New York 10019
(212) 841-1000
Attorneys for Computer Associates International, Inc.

UNITED STATES DISTRICT COURT

DISTRICT OF NEVADA

- --------------------------------------- x

COMPUTER ASSOCIATES :
INTERNATIONAL, INC.,

Plaintiff, :
Case No.
v. :

COMPUTER SCIENCES :
CORPORATION,
:
Defendant.

- --------------------------------------- x

AFFIDAVIT OF STEVEN M. WOGHIN

<PAGE> 18

STATE OF NEW YORK )
: ss.:
COUNTY OF SUFFOLK )

Steven M. Woghin, being duly sworn, states:

1. I am Senior Vice-President and General Counsel of Computer
Associates International, Inc. ("Computer Associates"), plaintiff in this
action. I submit this affidavit in support of Plaintiff's Complaint For
Injunctive and Declaratory Relief, and plaintiff's motion for expedited
treatment pursuant to 28 U.S.C. Section 2201 and Federal Rule of Civil Procedure
57. 1 make this affidavit based upon personal knowledge, except as to those
matters stated based upon information and belief. With respect to matters based
upon information and belief, I am relying on the statements of others or
publicly available documents, that I reasonably believe to be accurate.

2. This litigation concerns a tender offer. It is clearly to the
advantage of the tens of thousands of shareholders, employees and customers
affiliated with these two parties for the Court to provide a speedy declaration
regarding the rights and duties of defendant's shareholders and directors, so
that the tender offer can properly be evaluated and responded to. Only expedited
treatment will provide for a speedy and fair resolution of these issues.

3. Plaintiff Computer Associates is a Delaware corporation with its
principal executive offices in Islandia, New York. Computer Associates (through
a wholly-owned subsidiary) is the beneficial holder of approximately 170,000
shares, or 0.2%, of CSC common stock. Computer Associates is a leading designer
and developer of standardized computer software products for use with desktop,
midrange and mainframe computers. Its products include a broad range of business
software used in

-2-

<PAGE> 19

systems management, information management, the development of financial, human
resource, manufacturing, distribution and banking systems applications, and
desktop computer software.

4. Upon information and belief, defendant Computer Sciences Corporation
("CSC" and the "Company") is a corporation incorporated in Nevada with its
principal executive offices in El Segundo, California. CSC is a leader in the
information technology services industry. CSC specializes in the application of
advanced and complex information technology - including the software developed
by Computer Associates - and offers an array of professional services to
industry and government.

5. Computer Associates will announce on February 17, 1998 that it will
commence a tender offer for all of the outstanding stock of defendant CSC at a
price of $108 per share in cash, an aggregate price of approximately $9 billion
for the Company (the "Offer").

6. Computer Associates' Offer represents a substantial premium for CSC
common stock. Computer Associates intends, as soon as practicable following
consummation of the Offer, to have CSC merge with a Computer Associates'
subsidiary, creating a world-class information technology solutions provider.

7. Computer Associates will also file a Schedule 14D-1 and exhibits
thereto with the Securities and Exchange Commission on February 17, 1998.

8. Both Computer Associates and CSC are enormous operations, with tens
of thousands of shareholders, employees, and customers. If a merger of Computer
Associates and CSC is completed, it will be one of the largest mergers in the
history of the American technology industry.

-3-

<PAGE> 20

9. CSC has rejected Computer Associates' proposal to acquire CSC and
has refused to negotiate. It appears that CSC seeks to deprive its shareholders
of a full and fair opportunity to decide for themselves whether to accept
Computer Associates' proposal.

10. Until the CSC shareholders are provided with an opportunity to
consider the Offer, and make their determination, there will be inevitable
disruption to both Computer Associates and CSC and their respective operations.
For each day that the issues raised in this litigation remain unresolved, the
parties will incur additional and substantial transaction costs.

11. Moreover, speedy resolution of these issues is required so that the
Offer may be fully and fairly considered by the CSC shareholders, as
contemplated by the federal statutes governing tender offers. The policies of
the federal securities laws will be frustrated if CSC shareholders are not
provided with all the relevant information regarding the Offer.

12. Computer Associates brings this action to prevent CSC from using
various anti-takeover devices to block the Offer. The Offer is conditioned upon
the removal or inapplicability of a number of CSC's anti-takeover devices, which
CSC management may attempt to deploy in fight of its public opposition to the
acquisition proposed by Computer Associates. These devices include a "poison
pill" and the Nevada Business Combinations Statute, Nev. Rev. Stat. Section
78.411 (1996).

13. Computer Associates also seeks to replace a majority of CSC
directors with a slate of directors who will support Computer Associates' Offer
consistent

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<PAGE> 21

with their fiduciary duties. To this end, Computer Associates (a) has called for
a special meeting of CSC shareholders, pursuant to agent designations that will
be solicited from a majority of CSC shareholders; and (b) will seek consents
from CSC shareholders to amend the CSC bylaws (the "Bylaws") and replace a
majority of CSC directors and otherwise to protect CSC shareholders from CSC
management's attempts to entrench its positions.

14. Computer Associates has announced that it is pursuing various
strategies in connection with the Offer, each designed to enable the CSC
shareholders to determine whether or not to accept the Offer. Computer
Associates would like the CSC shareholders to have the opportunity to consider
the Offer as soon as possible.

15. In furtherance of this objective, Computer Associates has proposed
various alternatives that may be available to the CSC shareholders to enable
them to properly consider the Offer. Although Computer Associates believes that
each of its proposals is consistent with Nevada law and the CSC bylaws, Computer
Associates has asked this Court for a series of declarations clarifying the
legal relationships between CSC and its shareholders (including Computer
Associates).

16. Until the Court issues the declarations sought by the action,
Computer Associates and the other CSC shareholders cannot be fully confident
that they have taken

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<PAGE> 22

the steps necessary to ensure that the CSC shareholders, and not the current
Board of Directors, will determine how to respond to the Offer.

17. Computer Associates bring this action for injunctive and/or
declaratory relief regarding CSC's defensive measures as well as its proposals
to enable the CSC shareholders to consider the Offer fully and fairly.

Steven M. Woghin
-----------------------------
Steven M. Woghin

Sworn to before
this 16th day of February, 1998

ANNE M. JONES
- -------------------------------------
Notary Public

ANNE M. JONES
NOTARY PUBLIC, STATE OF NEW YORK
NO 4913476
QUALIFIED IN NASSAU COUNTY
COMMISSION EXPIRES NOVEMBER 23, 1999

-6-

<PAGE> 1
EXHIBIT (c)(8)

STEVE MORRIS RECEIVED
MATTHEW McCAUGHEY AND FILED
SCHRECK MORRIS FEB 17 9:19 AM '96
1200 Bank of America Plaza LANCE S. WILSON
300 South Fourth Street CLERK
Las Vegas, Nevada 89101 By___________________
(702) 382-2101 DEPUTY

C. WILLIAM PHILLIPS
HOWARD, DARBY & LEVIN
1330 Avenue of the Americas
New York, New York 10019
(212) 841-1000

Attorneys for Plaintiff

CV-S-98-00278-LDG (RLH)

UNITED STATES DISTRICT COURT

DISTRICT OF NEVADA

COMPUTER ASSOCIATES ) Case No.
INTERNATIONAL, INC., )
) EX PARTE MOTION FOR EXPEDITED
Plaintiff, ) HEARING ON CLAIMS FOR
) DECLARATORY RELIEF(1)
)
vs. )
COMPUTER SCIENCES CORPORATION, )
)
Defendant. )
)
)
_____________________________________

Plaintiff Computer Associates International, Inc. hereby moves, ex
parte, for an expedited briefing schedule and a hearing on its claims for
declaratory relief.

_________________________

1 STATEMENT IN ACCORDANCE WITH LR 7-5. Computer Associates has
not made an effort to obtain a stipulation from Computer
Sciences to expedite hearing of the declaratory relief claims
here because Computer Sciences' prior efforts to achieve an
amicable combination of the two companies have been rejected
by Computer Sciences Corporation. Computer Associates has no
reason to believe that Computer Sciences Corporation would
agree to an early hearing on claims which, if resolved in
Computer Associates favor, would facilitate the acquisition
Computer Sciences has rejected. Because time is of the essence
in this dispute, Computer Associates would be harmed by the
delay that would be occasioned by seeking a stipulation that
would not be agreed to.

<PAGE> 2

I. INTRODUCTION: THIS IS A $9 BILLION TAKEOVER DISPUTE IN WHICH TIME IS OF
THE ESSENCE.

Computer Associates has tendered an offer to acquire all of the
outstanding shares of Computer Sciences Corporation ("CSC"). Computer Associates
also seeks a declaration that in accordance with CSC's bylaws and Nevada
statutory corporate law, the holders of a majority of the outstanding CSC voting
shares may amend the bylaws by written consent to allow the holders of two-
thirds of the outstanding CSC voting shares to remove and replace a majority of
the CSC directors by written consent.

II. THE BASIS OF THIS MOTION

A. FEDERAL RULE 57 AND CASE LAW SUPPORT EXPEDITING A DECISION ON
DECLARATORY ISSUES TENDERED HERE.

Federal Rule of Civil Procedure 57 provides that "(t)he court may order
a speedy hearing of an action for a declaratory judgment and may advance it on
the calendar." The Advisory Committee noted:

A declaratory judgment is appropriate when it will terminate the
controversy' giving rise to the proceeding. Inasmuch as it often
involves only an issue of law on undisputed on relatively undisputed
facts, it operates frequently as a summary proceeding, justifying
docketing the case for early hearing as on a motion ....

one respected state supreme court put it this way: "The purpose of the provision
is to enable the court to expedite adjudication in a proper case in order to
prevent the accrual of damages or to further the early adjudication of a
controversy." City of Grand Forks V. Grand Forks Herald, Inc., 307 N.W.2D 572,
575

-2-

<PAGE> 3

(N.D. 1981) (interpreting analogous state rule, citing 6 Moore's Federal
Practice, [paragraph] 57.29).

This court should exercise its discretion to hear and decide Computer
Associates' declaratory relief claims as soon as possible. The case involves a
nine or more billion dollar dispute between two national corporations with
thousands of employees and stockholders, as further discussed in the affidavit
of Steven M. Woghin, Senior Vice President and General Counsel of Computer
Associates, filed herewith as Exhibit 1. The stock of each corporation is traded
on the New York Stock Exchange. There is no pending state or federal action with
which the relief sought here will interfere.

This court has a history of addressing important issues of Nevada
corporate law involving national corporations. See Hilton Hotels Corp. v. ITT
Corp., 978 F. Supp. 1342 (D.Nev. 1997); Hilton Hotels Corp. and HLT v. ITT
Corp., 962 F. Supp. 1309 (D. Nev. 1997), aff'd, 116 F.3d 1485 (9th Cir. 1997);
Shoen v. Amerco, 885 F. Supp. 1332 (D. Nev. 1994); Batus Inc. v. McKay, 684 F.
Supp. 637 (D. Nev. 1988).

B. AMBIGUITY IN THE INTERPLAY OF CSC'S BYLAWS AND NEVADA
CORPORATE LAW TENDER PURE ISSUES OF LAW THAT THE COURT CAN
RESOLVE WITHOUT DISCOVERY AND OTHER ADJUNCTS OF TRIAL
PREPARATION.

An expedited ruling on Computer Associates' request for declaratory
relief is necessary because NEVADA law is unclear on key points raised BY
Computer Associates' proposed acquisition of defendant Computer Sciences
Clarification now by judicial

-3-
<PAGE> 4

declaration of what Nevada law applies to this transaction in light of
provisions in CSC's articles and bylaws may terminate this controversy early.

C. TIME IS OF THE ESSENCE.

It is a fact accepted by the federal courts that time is of the essence
in corporate takeover cases. San Francisco Real Estate Investors v. Real Estate
Investment Trust of America, 701 F.d. 1000, 1003 (1st Cir. 1983) ("While time
and money are lost, so also is diminished if not destroyed any chance of
success. Whether one questions the wisdom of such efforts or not, the fact is
that loss of a best opportunity to seize control of a major corporation could be
crucial"); delaying shareholder voting on a hostile takeover causes irreparable
harm. ER Holdings, Inc. v. Norton Co.,735 F. Supp. 1094, 1102 (D.Mass. 1990)
("The courts of this Circuit have recognized that delay in these contexts is
deadly"); Newell Co. v. Connolly, 624 F. Supp. 126, 129 (D. Mass. 1985) ("I will
take judicial notice of the fact that time is of the essence in takeover cases
and note that in many of the cases cited herein the bidding company withdrew its
tender offer as a result of delays.").

Courts frequently provide expedited hearings on declaratory relief
claims affecting corporate takeover and merger proceedings. E.g. Avon Products,
Inc. v. Chartwell Associates L.P., 738 F.Supp. 686 (S.D.N.Y. 1990), aff'd 907
F.d. 322 (2nd Cir. 1990)(expediting shareholders', request for declaration that

-4-

<PAGE> 5

corporation's defensive measures violated New York business corporation law);
Dynamics Corp. of America v. CTS Corp., 637 F. Supp. 389 (N.D.Ill. 1986), aff'd
794 F.d. 250 (7th Cir. 1986), rev'd on other grounds, 481 U.S. 69 (1987)
(expediting tender offeror's request for declaration that Indiana's control
share acquisition statute violated federal law) Sullivan Money Management, Inc.
v. FLS Holdings, Inc., Civ. A. No. 12731, 1992 WL 345453 (Del. Ch. Nov. 20,
1992); Marceau Investments v. Sonitrol Holding Co., Civ. A. No. 1991, 1991 WL
202185 (Del. Ch. Oct. 17, 1991). Any delay here in resolving the parties'
respective rights will jeopardize Computer Associates' interests in taking over
CSC and will cause irreparable harm to Computer Associates. See Exhibit 1,
affidavit of Steven M. Woghin. This court should therefore provide for an
expedited resolution of Computer Associates' declaratory relief claims.

III. CONCLUSION: IT WOULD CONSERVE TIME, MONEY, AND JUDICIAL RESOURCES TO
DECLARE RIGHTS NOW, AS COMPUTER ASSOCIATES REQUESTS.

For the above reasons, Computer Associates requests that this court
enter an order setting an expedited briefing and hearing schedule on Computer
Associates' claims for declaratory relief as soon as practical and convenient
following 20 days within which CSC may respond to the Complaint.(2) A proposed
order

____________________

(2)Computer Associates has arranged for personal service today of the
summons, complaint, this motion, and all related papers on CSC's resident agent,
Corporation Trust Co., One East First Street, Reno, Nevada. Computer Associates
will also serve these papers today via overnight delivery on CSC's at its CSC's
principal place of business in El Segundo, California.

-5-
<PAGE> 6

is attached at exhibit B.

SCHRECK MORRIS

By: /s/ STEVE MORRIS
------------------------------------
STEVE MORRIS
MATTHEW McCAUGHEY
SCHRECK MORRIS
1200 Bank of America Plaza
300 South Fourth Street
Las Vegas, Nevada 89101
(702) 382-2101

C. WILLIAM PHILLIPS
HOWARD, DARBY & LEVIN
1330 Avenue of the Americas
New York, New York 10019
(212) 841-1000

-6-

<PAGE> 7

CERTIFICATE OF SERVICE

Pursuant to Fed.R. Civ. P. I certify that I am an employee of SCHRECK
MORRIS, and that on this day I deposited for overnight delivery via Federal
Express at Las Vegas, Nevada, a true copy of the following enclosed in a sealed
envelope upon which postage was prepaid for overnight delivery: MOTION TO
EXPEDITE HEARING ON DECLARATORY JUDGMENT ACTION; COMPLAINT, AND
SUMMONS was addressed to:

VAN B. HONEYCUTT
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
COMPUTER SCIENCES CORPORATION
2100 EAST GRAND STREET
EL SEGUNDO, CA 90245

DATED this 17th day of February, 1998.

By: /s/ DANA K. PROVOST
----------------------------------
An Employee of Schreck Morris

-7-

<PAGE> 1

EXHIBIT (c)(9)

COPY
RECEIVED
AND FILED
FEB 17 9:23 AM '98
Lance S. Wilson
Clerk
SCHRECK MORRIS
STEVE MORRIS
MATTHEW McCAUGHEY
1200 Bank of America Plaza
300 South Fourth Street By____________________
Las Vegas, Nevada 89101 DEPUTY
(702) 474-9400

HOWARD, DARBY & LEVIN
C. WILLIAM PHILLIPS
DANIEL M. MANDIL
ADAM B. SIEGEL
DAVID H. HOFFMAN
1330 Avenue of the Americas
New York, New York 10019
(212) 841-1000

Attorneys for Plaintiff Computer Associates International, Inc.

UNITED STATES DISTRICT COURT
DISTRICT OF NEVADA

- --------------------------------------- x

COMPUTER ASSOCIATES :
INTERNATIONAL, INC.,
:
Plaintiff,
:
v.
: CV-S-98-00278-LDG (RLH)
COMPUTER SCIENCES
CORPORATION, :
Defendant.
- --------------------------------------- x

COMPUTER ASSOCIATES' BRIEF IN SUPPORT OF MOTION
FOR EXPEDITED HEARING ON CLAIMS FOR DECLARATORY RELIEF
AND ON THE MERITS OF THE RELIEF REQUESTED

<PAGE> 2
<TABLE>
<S> <C>
TABLE OF CONTENTS
Page
Preliminary Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Statement of Facts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Computer Associates' Cash Tender Offer to Acquire CSC . . . . . . . . . . . 6

CSC's Anti-Takeover Devices . . . . . . . . . . . . . . . . . . . . . . . 7

1. The Director Replacement Proposals . . . . . . . . . . . . . 8

2. The Anti-Entrenchment Proposals . . . . . . . . . . . . . . 9

The Need for a Declaratory Judgment . . . . . . . . . . . . . . . . . . 10

1. Amendment of the Bylaws . . . . . . . . . . . . . . . . . 10

2. The Removal of Directors . . . . . . . . . . . . . . . . . 11

3. Replacement of Directors . . . . . . . . . . . . . . . . . 12

Argument . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Point I A Majority of Stockholders May Amend the Bylaws . . . . . . . . 14

Point II Two-thirds of the Stockholders May Remove a
Sufficient Number of Directors to Designate a
Majority of the Board . . . . . . . . . . . . . . . . . . . . . 15

A. Nevada Protects the Right of Stockholders to
Remove Directors Without Cause . . . . . . . . . . . . . . . . . 16

B. The Statutory Limitation upon Removal is Designed
to Protect Cumulative Voting . . . . . . . . . . . . . . . . . . 17

Point III The Stockholders May Fill Vacancies Caused by the
Removal of Directors . . . . . . . . . . . . . . . . . . . . . . 22

Point IV CSC May Not Select the Record Date for Computer
Associates' Solicitations . . . . . . . . . . . . . . . . . . . 25

Conclusion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
</TABLE>

<PAGE> 3

TABLE OF AUTHORITIES

<TABLE>
<CAPTION>
PAGE
<S> <C>
CASE

Aetna Life Ins. Co. v. Haworth,
300 U.S. 227 (1937) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Campbell v. Loew's, Inc.,
134 A.2d 852 (Del. Ch. 1957) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,23

Central Montana Elec. Power Cooperative, Inc. v. Bonneville Power Admin.,
840 F.2d 1472 (9th Cir. 1988) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Chan v. Society Expeditions, Inc.,
123 F.2d 1287 (9th Cir. 1997)
cert. dismissed, 1998 WL 43162 (Feb. 5, 1998) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

DiEleuterio v. Cavaliers of Delaware, Inc.,
No. 8801, 1987 Del. Ch. LEXIS 381 (Del. Ch. 1987) . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

Edgar v. MITE, 457 U.S. 624 (1982) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Edmond v. United States,
117 S.Ct. 1573 (1997) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Hilton Hotels Corp. v. ITT Corp.,
978 F. Supp. 1342 (D. Nev. 1997) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4, 16, 20

Maryland Casualty Co. v. Pacific Coal & Oil Co.,
312 U.S. 270 (1941) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Moon v. Moon Motor Car Co.,
151 A. 298 (Del. Ch. 1930) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

In re Rogers Imports, Inc.,
116 N.Y.S.2d 106 (Sup. Ct. 1952) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

Scott County Tobacco Warehouses, Inc. v. R.J. Harris,
201 S.E.2d 780 (1974) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Shoen v. AMERCO,
885 F. Supp. 1332 (D. Nev. 1994) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,20

Wolfson v. Avery,
126 N.E.2d 701 (1955) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . n. 1
</TABLE>

<PAGE> 4

<TABLE>
<S> <C>
STATUTES

Conn. Gen. Stat. Section 33-742(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

Del. Code Ann. Tit. 8, Section 141(k) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Del. Code. Ann. Tit. 8, Section 223 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

Nev. Rev. Stat. Section 78.320 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24-25

Nev. Rev. Stat. Section 78.335 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . passim

Nev. Rev. Stat. Section 78.350 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,25

Nev. Rev. Stat. Section 78.360 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Nev. Rev. Stat. Section 78.3789 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Nev. Rev. Stat. Section 78.3790 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8-9

Nev. Rev. Stat. Section 78.411 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

28 U.S.C. Section 2201 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,13

Fed. R. Civ. P. 57 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,13

OTHER AUTHORITIES

Black & Kraakman, A Self-Enforcing Model of Corporate Law,
109 Harv. L. Rev. 1911 (1996) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . n.3

Cumulative Voting - Removal, Reduction and Classification of Corporate Boards,
22 U. Chi. L. Rev. 751 (1955) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . n.3

Cumulative Voting, Yesterday and Today: The July 1986 Amendments to Ohio's
Corporation Law, 55 U. Cin. L. Rev. 1265 (1987) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18, n.3

Gordon, Institutions as Relational Investors:
A New Look at Cumulative Voting, 94 Colum. L. Rev. 124 (1994) . . . . . . . . . . . . . . . . . . . . . . . . . n.1

2 Model Business Corporation Act Ann.
(3d ed. Of Supp. 1996) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16-17,19,21

Williams, Cumulative Voting.
Harv. Bus. Rev. 108 (May - June 1955). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
</TABLE>

<PAGE> 5
Plaintiff Computer Associates International, Inc. ("Computer
Associates") submits this brief pursuant to 28 U.S.C. Section 2201 and Rule 57
of the Federal Rules of Civil Procedure. Computer Associates seeks an expedited
declaration that the Bylaws of Computer Sciences Corporation ("CSC") and
relevant Nevada statutes do not prohibit CSC's stockholders from replacing its
directors. Removal and replacement of these directors will allow the
stockholders to decide whether to accept a $9 billion cash tender offer made by
Computer Associates to acquire all of CSC's outstanding stock.

Preliminary Statement

Computer Associates has commenced a tender offer to acquire CSC for
$108 per share (the "Offer"). This price represents a substantial premium over
the market price of the stock before Computer Associates' proposal was made
public. Investors have greeted the Offer with enthusiasm, buying up CSC stock in
heavy trading.

Notwithstanding the investors' enthusiastic response to the premium
offered by Computer Associates, CSC has spurned the Offer and has refused to
negotiate further. Instead, CSC top management is searching for means to block
the Offer, including employing various anti-takeover devices that, if not
removed, could block the Offer completely. If management's efforts succeed, CSC
stockholders will be deprived of the opportunity to decide, for themselves
whether to accept Computer Associates' Offer.

Computer Associates has begun to solicit written consents and proxies
to put in the hands of its stockholders the decision on CSC's future. The
primary purpose of this solicitation is to replace a majority of CSC directors
with a slate that will support the power of the stockholders to decide CSC's
fate.

-2-
<PAGE> 6

Computer Associates seeks the written consent of two-thirds of CSC
stockholders to remove a sufficient number of directors for Computer Associates
to designate a majority of the board. Further, Computer Associates seeks the
written consent of a majority of CSC stockholders to fill the vacancies caused
by these removals with a slate of directors who will allow the stockholders to
decide for themselves whether to accept Computer Associates' Offer. Computer
Associates also seeks agent designations to call a special meeting of
stockholders for the purpose of removing directors, should it fail to obtain
sufficient written consents to remove a majority of directors. Finally, Computer
Associates seeks to ensure that, if it fails to remove a majority of directors
by written consent or by a special meeting, CSC cannot delay its annual meeting,
to be held in August 1998, according to the CSC Bylaws (the "Bylaws"), at which
time the stockholders will vote on all directors.

Computer Associates has embarked upon this course in the good faith
belief that it is supported by the Bylaws and Nevada corporate law. There are,
however, certain questions of interpretation under the Bylaws and applicable law
regarding the course of action Computer Associates proposes to take. Computer
Associates asks the Court to determine definitively the legality of this course
of action. These issues are ripe for determination and in need of speedy
resolution, before the current CSC Board implements other defensive measures to
deprive the stockholders of their right to pass on the merger proposal.
Uncertainty in the exercise of stockholder rights damages all of the parties,
and delay threatens to nullify the Offer. As the United States Supreme Court has
recognized, time is critical in battles for corporate control. See Edgar v.
MITE, 457 U.S. 624, 637 (1982).

-3-
<PAGE> 7

Computer Associates asks the Court promptly to declare that

(1) Article VIII Section 1 of the Bylaws permits a vote or consent
of a majority of the outstanding voting shares of CSC to amend
the Bylaws;

(2) Article II Section 7 and Article III Section 2 of the Bylaws
permit Computer Associates, with the vote of two-thirds of the
outstanding voting shares of CSC, to remove a sufficient
number of directors to designate a majority of the Board;

(3) Computer Associates' proposal to determine the directors to be
removed complies with Article III Section 2 of the Bylaws and
Section 78.335 of the Nevada Revised Statutes;

(4) Article III Section 2 of the Bylaws and Section 78.335 of the
Nevada Revised Statutes permit a majority of CSC stockholders
to fill vacancies of removed directors or additional seats on
the board by written consent; and

(5) Nevada Revised Statute Section 78.350 does not allow CSC to
set the record date for determining stockholders entitled to
give written consents and agent solicitations.

As this Court said in Hilton Hotels Corp. v. ITT Corp., "the right of
shareholders to vote for the members of the board [of directors] ... underlies
the concept of corporate democracy." 978 F. Supp. 1342, 1347 (D. Nev. 1997)
(citing Shoen v. AMERCO, 885 F. Supp. 1332, 1340-42(D. Nev. 1994)). By issuing
the declarations described above, this Court will ensure that CSC's stockholders
are accorded the full

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<PAGE> 8

measure of participation in CSC's affairs guaranteed by the Bylaws and Nevada
corporate law.

Statement of Facts

Computer Associates is a leading designer and developer of standardized
computer software for use with desktop, midrange and mainframe computers. Its
products include a broad range of business software used in financial, human
resource, manufacturing, distribution and banking systems applications, and
desktop computer software. Computer Associates is a Delaware corporation with
its headquarters in Islandia, New York.

CSC is a leader in the information technology services industry. The
Company specializes in the application of advanced and complex information
technology - including the software developed and manufactured by Computer
Associates - and offers an array of professional services to industry and
government. CSC is a Nevada corporation with its headquarters in El Segundo,
California.

In December 1997, Computer Associates management contacted CSC's
Chairman and Chief Executive Officer, Van B. Honeycutt, to determine whether CSC
would be interested in pursuing a business combination with Computer Associates.
As Computer Associates' President and Chief Operating Officer Sanjay Kumar later
noted in a letter to Honeycutt,

The combination of CA's strength in software and CSC's services
capabilities, together with our collective personnel, would create the
perfect model for the next generation of information technology
solutions provider that will lead our industry into the next
millennium.

-5-
<PAGE> 9

February 10, 1998 Letter (attached to the Complaint as Exhibit A). However,
after meetings and discussions with top management, Honeycutt reported that CSC
had no interest in pursuing such a combination.

In the February 10 letter, Computer Associates offered to purchase all
shares of CSC common stock for $108 per share in cash. Computer Associates
released the letter to the public on February 11. The reaction of the stock
market was dramatic, as CSC investors rushed to demand more stock upon the news
of the Offer.

Computer Associates' Cash Tender Offer to Acquire CSC

On February 17, Computer Associates announced its intention to commence
a tender offer pursuant to which Computer Associates seeks to acquire all of the
outstanding shares of CSC stock at $108 per share. The total value of the
transaction is approximately $9 billion. Computer Associates intends, as soon as
practicable following consummation of the Offer, to propose and seek to have CSC
consummate a merger or similar business combination with Computer Associates or
a direct or indirect wholly-owned subsidiary thereof.

Computer Associates' Offer is clearly in the best interests of CSC's
stockholders. It is a fully financed, all cash offer, available to all CSC
stockholders, for all outstanding shares. It is not "front-end loaded" or
otherwise coercive in nature. The Offer provides CSC stockholders with the
opportunity to realize a substantial premium over the market price of their
shares prior to the announcement of Computer Associates' Offer.

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<PAGE> 10

CSC's Anti-Takeover Devices

Computer Associates' Offer is conditioned upon, inter alia, (a)
redemption, invalidation or inapplicability of the CSC "poison pill"; and (b)
approval of the acquisition of shares pursuant to the Nevada Business
Combination Statute, Nev. Rev. Stat. Section 78.411 et seq., or the
inapplicability of the statute. These two conditions refer to anti-takeover
devices available to CSC that, if not removed or rendered inapplicable, will
block the Offer completely, depriving CSC stockholders of the opportunity to
accept Computer Associates' Offer.

The decision whether to use these anti-takeover devices lies, in the
first instance, with the CSC Board of Directors - the Board has the power to
redeem the "poison pill" and to approve the acquisition, thereby rendering the
Business Combination Statute inapplicable. If the Board refuses to take these
actions, the stockholders must be given the opportunity to exercise their rights
under CSC's charter, Bylaws and Nevada law to replace current directors on the
board with a majority who, consistent with their fiduciary obligations, will
support Computer Associates' Offer.

CSC management has rebuffed Computer Associates' attempt to explore a
business combination with CSC and can be expected to resist Computer Associates'
Offer. Because CSC's anti-takeover devices will preclude CSC stockholders from
accepting Computer Associates' Offer, Computer Associates has embarked upon a
consent solicitation and proxy campaign to replace current CSC directors with a
majority of directors who will support Computer Associates' Offer.

In preliminary solicitation materials filed on February 17 with the
Securities and Exchange Commission ("SEC"), Computer Associates has described
its plans to

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<PAGE> 11

ensure that CSC stockholders have the opportunity to decide upon Computer
Associates' Offer. Computer Associates intends to pursue two sets of proposals:
the Director Replacement Proposals and the Anti-Entrenchment Proposals.

1. The Director Replacement Proposals. By these proposals, Computer
Associates seeks to replace the current CSC directors with directors who will
allow stockholders to decide whether to accept the Offer. For this purpose,
Computer Associates intends to solicit written consents and proxies from CSC
stockholders:

(a) to amend the Bylaws to establish that CSC stockholders may, by
written consent, take any action that they could take at a
stockholders' meeting;

(b) to remove all of the existing directors from the board, or as
many directors as may be removed by the percentage of
stockholders who execute written consents or vote in favor of
removal; and

(c) to fill the vacancies created by removal with directors who
are committed to allowing CSC stockholders to choose freely
whether to accept the Offer.

Computer Associates intends to enact the Director Replacement
Proposals by soliciting the written consents of a sufficient number of CSC
stockholders, pursuant to Bylaws Article VIII Section 1 (requiring a majority of
outstanding shares to amend the Bylaws) and Article III Section 2 (requiring 2/3
of outstanding shares to remove directors). Both provisions allow CSC
stockholders to act by written consent in lieu of a meeting.

Computer Associates also seeks to call a Special Stockholders'
Meeting, pursuant to Bylaws Article II Section 3, which allows the holders of a
majority of CSC shares to call such a meeting, and pursuant to Nevada Revised
Statutes Sections 78.3789 and 78.3790, which allows for a potential acquirer of
more than 20% of outstanding stock to call a statutory special meeting. At this
meeting, Computer Associates will seek to enact the

-8-

<PAGE> 12

Director Replacement Proposals in the event that it fails to garner sufficient
written consents to enact the proposals.

2. The Anti-Entrenchment Proposals. In the preliminary solicitation
materials filed with the SEC, Computer Associates also seeks to adopt certain
Anti-Entrenchment Proposals. These proposals are designed to take away the power
of the board to delay the Company's Annual Meeting, at which all directors are
subject to election, in the event that the Director Replacement Proposals are
not adopted by a sufficient number of CSC stockholders. For this purpose,
Computer Associates intends to solicit written consents and proxies from CSC
stockholders:

(a) to prevent the board from delaying the 1998 Annual Meeting to
a date later than August 10, 1998, except for delays of not
more than thirty days for extraordinary circumstances beyond
the Board's control;

(b) to adopt a "Stockholder Protection Bylaw" that would require a
vote of a quorum of all of the directors in office or a vote
of the stockholders to approve certain "Defensive Actions" by
the Board, including any action by the Board to frustrate the
stockholder franchise in deciding whether to accept Computer
Associates' Offer, and

Computer Associates is simultaneously pursuing these alternative
methods to provide CSC stockholders with the means to decide whether to accept
the Offer at the earliest possible date. Thus, in the event that Computer
Associates fails to implement the Director Replacement Proposals by written
consents, then Computer Associates will call a special stockholders meeting
pursuant to Article II Section 3 and Nevada Revised Statutes Section 78.3790. If
for any reason it is determined that a special stockholders' meeting is
unavailable to achieve these goals, Computer Associates will seek to replace CSC

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<PAGE> 13

directors with a majority of directors who support the Offer at the August CSC
annual meeting, and will seek to prevent CSC management from adjourning that
meeting.

The Need for a Declaratory Judgment

Computer Associates seeks a declaration to resolve the following issues
under the Bylaws:

1. Amendment of the Bylaws. Computer Associates seeks written consents
from holders of a majority of CSC shares of common stock to accomplish the bylaw
amendments outlined above. The Bylaws themselves describe two possible ways that
stockholders may act by consent. Article VIII Section 1 of the Bylaws authorizes
such amendment "by the affirmative vote or written consent of a majority of the
outstanding shares of this corporation, except as otherwise provided ... in
these By-laws." Article II Section 10 of the By-laws currently allows the
stockholders to take any action without a stockholders' meeting (except the
election of directors) upon the written consent of stockholders holding at least
three-fourths of the outstanding stock.

Computer Associates seeks a declaration that the appropriate standard
for amendments to the Bylaws by written consents is that set forth in the more
specific provisions of Article VIII Section 1 - empowering CSC stockholders to
amend the Bylaws by written consents from holders of a majority of shares - and
not that set forth in the general provision of Article II Section 10, which
requires consent of holders of three-fourths of the shares, but makes no
specific reference to bylaw amendments.

2. The Removal of Directors. Computer Associates seeks a declaration
that two-thirds of the stockholders may remove a sufficient number of existing
directors to enable the stockholders to designate a majority of the board, and
that its proposal for

-10-
<PAGE> 14

determining which directors will be removed complies with the Bylaws and Nevada
statutes.

(a) Under Article III Section 2 of the Bylaws and under Section 78.335
of the Nevada Revised Statutes, the holders of two-thirds of the outstanding CSC
common stock may remove a director by vote or by written consent. Carved out
from this general right of removal, however, is the limitation that no single
director may be removed "except upon the vote of stockholders owning sufficient
shares to have prevented his election to office in the first instance." Nev.
Rev. Stat. Section 78.335(a).

Article III Section 2 and Section 78.335(a) are worded in terms of the
level of support needed to remove a single director. Therefore, there is a
question of interpretation regarding the level of support needed to remove all
or a majority of the directors. That answer is found in the purpose of the
exception: as explained below, the statute and parallel Bylaw section are
designed to protect the scheme of cumulative voting for directors, which allows
minority stockholders to gain representation on the Board of Directors. The
cumulative voting exception thus prevents a stockholder holding two-thirds of
the stock from removing all of the directors, but it does not confer upon a
minority stockholder the right to retain more directors than it has the power to
elect.

Computer Associates seeks a declaration to clarify that this limitation
only protects from removal the number of directors that a minority could have
elected. Thus, for example, if two-thirds of CSC stockholders execute a written
consent to remove directors, a sufficient number of directors will be removed to
enable such stockholders to designate a majority of the board. A contrary
interpretation goes beyond the purpose of

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<PAGE> 15

the cumulative voting exception and allow minority shareholders to preserve more
board seats than they could gain through cumulative voting rights:

(b) Computer Associates also seeks a declaration that its proposal for
the removal of directors complies with Article III Section 2 of the Bylaws and
Section 78.335 of the Nevada Revised Statutes. Computer Associates proposes to
remove the entire Board of Directors. However, if Computer Associates fails to
solicit sufficient support to remove the entire board, it seeks to remove as
many directors as possible in fight of the percentage of stockholders approving
its proposal to remove directors. In this way, Computer Associates proposes to
preserve the number of directors that would have been elected by those who do
not approve of the removal proposal.

In the event that Computer Associates fails to obtain sufficient
stockholder support to remove all of the directors, Computer Associates proposes
that the Board determine the identity of the directors who will be removed.
Thus, for example, assuming that six of the existing directors are removed, the
identity of those six would be determined in the first instance by the board of
directors. If the Board fails to make this determination within one week of the
adoption of the removal proposal, then the directors shall be removed in order
of ascending number of votes received by each director at the Company's last
annual meeting of stockholders.

3. Replacement of Directors. Computer Associates seeks to fill the
vacancies created by the removal of directors with a majority of directors who
will support the Offer and will allow CSC stockholders the right to decide upon
its merits. Section 78.335 of the Nevada Revised Statutes and Article III
Section 2 of the Bylaws provide that board vacancies may be filled by a majority
of the remaining directors (emphasis added).

-12-
<PAGE> 16

This language does not trump the stockholders' right to fill vacancies created
by removal of directors. Indeed, courts interpret narrowly any incursion into
the inherent powers of the stockholders to fill board vacancies. See Campbell v.
Loew's. Inc., 134 A.2d 852, 857 (Del. Ch. 1957); Moon v. Moon Motor Car Co., 151
A. 298, 301-302 (Del. Ch. 1930). Computer Associates seeks confirmation that the
stockholders may fill such vacancies on the Board.

Argument

The Declaratory Judgment Act, 28 U.S.C. Section 2201, authorizes
federal courts to make prospective declarations regarding "the rights and
other legal relations of any interested party" such as those sought in this
action. The purpose of the Act is to permit litigants the opportunity to have
rights, liabilities and other legal relationships clarified in as expeditious
and inexpensive as manner as possible. Central Montana Elec. Power Cooperative.
Inc, v. Bonneville Power Admin., 840 F.2d 1472, 1475 & n.1 (9th Cir. 1988).
Indeed, Federal Rule of Civil Procedure 57 specifically provides that "[t]he
court may order a speedy hearing of an action for a declaratory judgment and may
advance it on the calendar."

Here, CSC has made plain its rejection of Computer Associates' Offer
and its intent to stop Computer Associates' takeover attempts. Because of CSC's
antitakeover devices, the only recourse for Computer Associates is to submit its
proposal to CSC stockholders, the owners of the Company. If the stockholders
want to sell their company to Computer Associates for $108 per share, they
should be permitted to do so. Whether they will have that opportunity depends
upon the Court's interpretation of the Bylaws and Nevada statutes.

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<PAGE> 17

Speedy resolution of the action will determine conclusively the
rights of Computer Associates and CSC under the Bylaws and will permit Computer
Associates to proceed with its tender offer free of any uncertainty as to
stockholder rights. A speedy determination will serve the interests of all
parties in allowing a quick determination whether CSC stockholders wish their
Company to merge with Computer Associates. Given the real conflict that the
Court can resolve conclusively and with great utility to all parties,
declaratory judgment is appropriate. See Maryland Casualty Co. v. Pacific Coal &
Oil Co., 312 U.S. 270, 273 (1941); Aetna Life Ins. Co. v. Haworth, 300 U.S.
227, 241 (1937).

Point I

A MAJORITY OF STOCKHOLDERS
MAY AMEND THE BYLAWS.

Computer Associates seeks a declaration that the Bylaws may be
amended by the written consent of the holders of a majority of common stock.
Article VIII Section 1 of the Bylaws specifically authorizes such amendment
"by the affirmative vote or written consent of a majority of the outstanding
shares of this corporation, except as otherwise provided ... in these By-laws."
However, Article II Section 10 of the Bylaws currently states:

Any action, except election of directors, which may be taken by a
vote of the stockholders at a meeting, may be taken without a
meeting and without notice if authorized by the written consent
of stockholders holding at least three-fourths of the voting
power.

There is no conflict between these provisions. Article VIII
Section 1 specifically empowers a majority of the stockholders to amend the
Bylaws by written consents; nothing in Article II Section 10 contradicts this
specific provision. Article II Section 10 merely

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<PAGE> 18
provides a general authorization for shareholder action by written consent of
three-fourths of the voting shares if there is no more specific provision for
shareholder action by written consent. Such specific provisions exist not only
in Article VIII Section 1, dealing with bylaw amendments, but also in Article
III Section 2, which allows removal by written consent of two-thirds of the
voting shares.

A contrary interpretation renders Article VIII Section 1 meaningless:
the majority requirement to amend by written consent is useless if superseded by
a three-fourths requirement for written consents generally. Moreover, Article II
Section 10 establishes a specific exception for the election of directors - the
very subject of the proposed Bylaw amendment that Computer Associates proposes
to pass.

It is a standard rule of statutory construction that more specific
provisions directly addressing a point at issue control over more general ones
that do not directly address the point. Edmond v. United States, 117 S.Ct.
1573, 1578 (1997); Chan v. Society Expeditions. Inc., 123 F.2d 1287, 1296 (9th
Cir. 1997), cert. dismissed 1998 WL 43162 (Feb. 5, 1998). Article VIII Section 1
specifically addresses amendment by consent, while Article II Section 10 only
generally addresses the consent procedure. In this case, the former provision
should prevail.

Point II
TWO-THRDS OF THE STOCKHOLDERS
MAY REMOVE A SUFFICIENT NUMBER OF DIRECTORS
TO DESIGNATE A MAJORITY OF THE BOARD.

Computer Associates seeks a declaration that if a two-thirds
supermajority of CSC stockholders votes to replace a sufficient number of
directors to designate a majority of the board, it should be entitled to
actually replace those directors. This result

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<PAGE> 19

is required by principles of corporate democracy and is fully consistent with
the protection of minority stockholders embodied in the Nevada and CSC
cumulative voting provisions. See Hilton Hotels Corp. v. ITT Corp., 978 F. Supp.
at 1347.

A. Nevada Protects the Right of Stockholders to Remove Directors
Without Cause.

Nevada gives stockholders the power to remove directors without cause,
but only if a two-thirds supermajority of the voting power of issued and
outstanding shares votes to do so. Nev. Rev. Stat. Section 78.335(l). Allowing
the stockholders to remove directors without cause (contrary to the common law
rule protecting directors from such removal) implements the basic principle of
corporate democracy that "since the shareholders are the owners of the
corporation, they should normally have the power to change the directors at
will." Official Cmt. to Model Business Corporation Act ("MBCA") Section 8.08
(1984), in 2 MBCA Annotated 8-70 (3d ed. 1996 Supp.); see also id. (this
provision "reverses the common law position that directors have a statutory
entitlement to their office and can be removed only for cause"); Scott County
Tobacco Warehouses, Inc. v. R.J. Harris, 201 S.E.2d 780, 783 (1974). Nevada's
commitment to the stockholders' power to remove directors without cause is
particularly strong. Unlike the Model Business Corporation Act, which gives the
corporation discretion whether to confer this power on the stockholders, the
Nevada statute makes it mandatory. Cf MBCA Section 8.08(a) ("The shareholders
may remove one or more directors with or without cause unless the articles of
incorporation provide that directors may be removed only for cause.").

-16-
<PAGE> 20
To be sure, Nevada law also restricts the exercise of this power by
placing an extra burden upon stockholders who seek to remove directors - a
two-thirds supermajority requirement. Of the 48 states with director-removal
statutes, only Nevada, Maine and Montana have such a supermajority requirement.
2 MBCA Annotated 8-75; cf, Del. Code Section 141 (k) (majority requirement). Of
those three states, only Nevada explicitly gives corporations the power to
increase this two-thirds supermajority percentage. 2 MBCA Annotated 8-75; Nev.
Rev. Stat. Section 78.335(l)(b) ("The articles of incorporation may require the
concurrence of a larger percentage of the stock entitled to voting power in
order to remove a director.").

In sum, Nevada's removal statute both ensures that stockholders can
regain control of the corporation by allowing them to remove directors without
cause, while ensuring the responsible exercise of this power by requiring a
two-thirds (or more) supermajority. Notably, CSC has not elected to increase the
supermajority requirement beyond two-thirds. See CSC Bylaws Art. III, Section 2.
If the CSC stockholders achieve this supermajority in favor of removal, they
have the right to remove a sufficient number of the CSC directors to designate a
majority to the board.

B. The Statutory Limitation upon Removal Is Designed to Protect
Cumulative Voting.

Nevada allows corporations to provide for cumulative voting in the
election of directors, Nev. Rev. Stat. Section 78.360(l), and CSC has done so,
CSC Bylaws Art. II, Section 7. The purpose of cumulative voting is to give equal
treatment to both majority and minority shareholders, by giving both majority
and minority shareholders the ability to achieve proportional representation on
the Board.

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<PAGE> 21

In essence, cumulative voting is designed to permit stockholder groups
to elect directors in rough proportion to their shares of stock.

Williams, Cumulative Voting, Harv. Bus. Rev., May-June 1955, at 108, 109. The
historical development of the cumulative voting movement confirms that the goal
was proportional representation for both majority and minority shareholders.
See, e.g., Comment, Cumulative Voting, Yesterday and Today: The July, 1986
Amendments to Ohio's General Corporation Law, 55 U. Cin. L. Rev. 1265, 1272
(1987):

Proponents of the mandatory right [to cumulative voting] asserted the
traditional argument that cumulative voting was necessary to protect
the interests of minority shareholders in proportion to their stock
ownership. They asserted that the right did not threaten majority
control because upon notice of a shareholder's intent to cumulate
votes, the majority could retain control of the board by doing
likewise.

(Emphasis added.)(1)

Nevada's cumulative-voting removal provision, which is essentially the
same as the provision in the Model Business Corporation Act, protects the rights
of the minority to representation on the board, providing that:

In the case of corporations which have provided in their articles of
incorporation for the election of directors by cumulative voting, no
director may be removed from office under the provisions of this
section except upon the vote of

____________________

(1) See also Wolfson v. Avery, 126 N.E.2d 701, 708-09 (1955) (at 1870
Illinois constitutional convention - the birth of cumulative voting for
corporate directors - purpose behind cumulative voting movement was proportional
representation); Gordon, Institutions as Relational Investors: A New Look at
Cumulative Voting, 94 Colum. L. Rev. 124, 142 (1994) ("The objective [of those
in favor of cumulative voting] was to protect minority interests against
overreaching by a majority, particularly in circumstances in which
representation on the board would give the minority the information necessary to
police against fraud") (emphasis added).

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<PAGE> 22

stockholders owning sufficient shares to have prevented his election to
office in the first instance ....

Nev. Rev. Stat. 78.335(l)(a)(2). This provision is included almost verbatim in
CSC's Bylaws. CSC Bylaws Art. III, Section 2. The Official Comment to the Model
Business Corporation Act confirms that the purpose of this provision is the same
as the purpose of cumulative voting in general - to preserve the integrity of
the minority's right to proportional representation without disturbing the
majority's right to proportional representation:

This provision guarantees that a minority faction with sufficient votes
to guarantee the election of a director under cumulative voting will be
able to protect that director from removal by the remaining
shareholders.

Official Cont. to MBCA Section 8.08, in 2 MBCA Ann. 8-71 (emphasis added).

The protection of minority rights under cumulative voting extends only
as far as necessary to preserve the right of the minority to maintain
proportional representation on the Board. In other words, the limitation on the
rights of two-thirds of the stockholders to remove directors does not create an
additional "super-super majority" requirement where, for example, removal of
three of six directors requires the vote of 90% of the stockholders. Such an
interpretation would defeat the majority's right to

____________________

(2) The only non-stylistic difference between the Nevada and Model Act
provisions is that Nevada's places the burden on the majority shareholders to
votes necessary to remove the director, rather than requiring the minority
shareholders to garner votes to block removal. Compare Nev. Rev. Stat.
78.335(l)(a) ("no director may be removed from office ... except upon the vote
of stockholders owning sufficient shares to have prevented his election to
office in the first instance") with MBCA Section 8.08(c) ("a director may not be
removed if the number of votes sufficient to elect him under cumulative voting
is voted against his removal").

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<PAGE> 23

proportional representation, thereby violating both the provision's basic
purpose and the bedrock principle of shareholder voting rights that underlies
corporate democracy.

Indeed, the cases that address these provisions confirm the point. It
has long been recognized that cumulative voting rights cannot survive without a
corollary requirement that removal of directors also must be accomplished
pursuant to cumulative voting principles. For instance, in In re Rogers Imports,
Inc., 116 N.Y.S.2d 106, 107 (Sup. Ct. 1952), a corporation had enacted bylaws
providing (1) that directors would be elected by cumulative voting, and (2) that
individual directors could be removed by majority vote. The court held that the
two bylaws could not coexist. As the court observed, "of what use would be the
cumulative voting provision when, immediately after an election the majority
stockholder could then remove the director without cause?" Id.

Commentators also confirm that cumulative-voting removal provisions are
a necessary corollary to cumulative-voting election provisions.(3) In fact, all
49 of the states that permit cumulative voting (as well as the Model Business
Corporation Act) contain a cumulative-voting removal provision. See 2 MBCA
Annotated 8-76 (citing Connecticut

____________________

(3) See Black & Kraakman, A Self-Enforcing Model of Corporate Law, 109
Harv. L. Rev. 1911, 1945 n.63 (1996) ("For mechanical reasons, a system with
cumulative voting must restrict shareholder power to remove individual
directors, but not the entire board. If directors could be removed individually,
a majority shareholder could vote to remove a director elected cumulatively by a
minority shareholder, and thus nullify the effect of cumulative voting.");
Comment, Cumulative Voting, Yesterday and Today: The July, 1986 Amendments to
Ohio's General Corporation Law 55 U. Cin. L. Rev. at 1272 & n.46 ("The power to
remove directors is closely connected with the power to elect directors using
cumulative voting. A majority group, through removal power, might nullify the
cumulative voting right by simply removing individual directors elected by the
minority"; Comment, Cumulative Voting - Removal, Reduction and Classification of
Corporate Boards 22 U. Chi. L. Rev. 751, 752 (1955) ("A method exists for
depriving the minority of its voice on the board even after it has elected its
representative if the majority has the power to remove without cause.")
(emphasis added).

-20-

<PAGE> 24

and Massachusetts as states without such a provision; Connecticut actually has
such a provision, Conn. Gen. Stat. Section 33-742(c), and Massachusetts does not
allow cumulative voting); MBCA Section 8.08(c). As these authorities make clear,
the purpose of cumulative voting removal provisions is to allow minority
shareholders to protect minority directors. Its purpose is not to allow minority
shareholders to protect all directors.

Computer Associates' consent solicitation seeks exactly this - to
remove directors from the "majority" portion of the board, not the "minority"
portion of the board. Under Computer Associates' solicitation, a minority
faction explicitly retains the right, proportional to its strength, to protect
specific directors from removal. See supra at 12 (explaining the mechanics of
Computer Associates' consent solicitation). Computer Associates simply seeks to
ensure that majority shareholders are entitled to the same proportional
representation as minority shareholders.

Computer Associates' interpretation is also consistent with the
language of Article III, Section 2 of the Bylaws and Section 78.335 of the
Nevada Revised Statutes, as applied to an effort to remove more than one
director. In an election to the board, the opponents of Computer Associates'
removal and replacement effort would not be able to concentrate all their voting
power in support of each of the existing members of the board, but would have to
spread their votes among the board members whose seats they were seeking to
preserve. If they spread their votes too thinly, Computer Associates, with
consents or proxies from a majority of the voting shares, would be able to win
the election for every board seat. Mathematically, if Computer Associates held
consents for removal and replacement of existing board members from holders of
two-thirds of the voting stock, the existing board members would only be able to
hold onto three of their nine

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<PAGE> 25

seats; and Computer Associates would be able to prevent the election of more
than that number. This is the scheme of the statute that best preserves
cumulative voting rights. It should be adopted by the Court.

Point III

THE STOCKHOLDERS MAY FILL VACANCIES
CAUSED BY THE REMOVAL OF DIRECTORS.

Computer Associates proposes to fill vacancies caused by removal with
directors that support the rights of CSC stockholders to accept Computer
Associates' Offer. Its proxy solicitation seeks the written consents of CSC
stockholders to so fill the vacancies. Computer Associates therefore seeks a
declaration that a majority of stockholders may fill vacancies caused by removal
and may do so by written consent.

1 . The language of the relevant Nevada statute and the Bylaws confirm
the power of the stockholders to fill vacancies left by their removal of
directors with designees of their choosing. Although Section 78.335 of the
Nevada Revised Statutes and Article III Section 2 of the Bylaws provide that in
the event of the removal of a director or directors, the majority of the
remaining members of the CSC Board "may" fill such vacancies, neither the
statute nor the Bylaws require that the remaining directors "shall" undertake
this task. The use of the permissive "may" instead of "shall" indicates the
intention of the legislature to authorize both the remaining Board members and
the stockholders to fill these vacancies. CSC has not removed this authority
from either group in its articles of incorporation.

The distinction between "may" and "shall" with respect to the relative
powers of directors and stockholders has long been recognized by Delaware law,
which

-22-

<PAGE> 26
also provides that stockholders and directors share the power to fill vacancies
on the Board. See Del. Code Ann. tit. 8, Section 223(l). Prior to 1949, the
power to fill Board vacancies was vested solely in the remaining Board members,
as the relevant statute provided that "[v]acancies shall be filled by a majority
of the remaining directors." In 1949, the statute was amended, the word "shall"
was replaced by "may," and the statute's reach was extended to newly-created
directorships as well as vacancies. See DiEleuterio v. Cavaliers of Delaware,
Inc., No. 8801, 1987 Del. Ch. LEXIS 381 at *5-*12 (Del. Ch. Feb. 9, 1987)
(explaining the history of the relevant Delaware statutes). In 1957, the
Chancery Court considered whether shareholders had the power to fill newly
created directorships, in light of the amended statute that provided that the
directors "may" undertake this task. The Court held that the amendment was "not
worded so as to make the statute exclusive. It does not prevent the stockholders
from filing the new directorships." Campbell v. Loew's Inc., 134 A.2d 852, 857
(Del. Ch. 1957). Accordingly, the Court properly recognized that the use of the
word "may" by the Delaware legislature designated the joint authority of the
remaining directors and the stockholders to fill these positions.

The Nevada legislature adopted Section 78.335, identical in relevant
respects to the amended version of the Delaware statute, with the permissive
"may," indicating its intent that the stockholders and the remaining directors
both have the power to fill vacancies on the Board. The legislature chose not to
vest this power solely in the remaining members of the Board; its choice
controls.

2. Nevada law also allows CSC stockholders to fill vacancies by written
consent, without a meeting. Section 78.320 of the Nevada Revised Statutes

-23-
<PAGE> 27

provides that, unless prohibited in a corporation's articles of incorporation or
bylaws, actions that may be taken at a meeting of stockholders may be
accomplished by written consent from the stockholders. Written consents
representing the requisite share of the corporation's voting power may
accomplish whatever can be done at a meeting of stockholders holding the same
share of voting power.

Before giving effect to the amendment proposed by Computer Associates,
Article II Section 10 of the CSC bylaws alters the required proportion of
stockholders needed for the corporation to act by written consent, but this
difference does not apply to the election of directors. Section 10 provides that
"[a]ny action, except election of directors, which may be taken by the vote of
the stockholders at a meeting, may be taken without a meeting and without notice
if authorized by the written consent of stockholders holding at least
three-fourths of the voting power." The Bylaws thus increase the percentage of
consents required from 50 to 75 percent for all actions except for the election
of directors (and, by means of Article VIII Section 1, amendment of the Bylaws).

The Bylaws' exception for the election of directors is necessary to
preserve the scheme of cumulative voting for directors pursuant to Article II
Section 7 of the Bylaws. As stated in Nevada Revised Statutes Section 78.320,
the corporation's cumulative voting provisions must be applied to elections of
directors by consent, as well as at a meeting of the stockholders. Because CSC's
directors must be elected by cumulative voting, the application of the 75%
provision contained in Article II Section 10 of the Bylaws cannot sensibly be
applied to the election of directors.

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<PAGE> 28

Point IV

CSC MAY NOT SELECT THE RECORD DATE
FOR COMPUTER ASSOCIATES' SOLICITATIONS.

CSC may attempt to thwart Computer Associates' efforts to remove the
directors by the selection of a premature record date for the purpose of
disenfranchising stockholders whose interest is to accept Computer Associates'
Offer. However, the Nevada legislature has specifically removed its power to set
record dates for solicitations of written consents and agent designations from
the board.

Article V Section 5(b) of the Bylaws purports to authorize the CSC
board to select the record date for determining stockholders entitled to give
written consents. See also id., subsection (c) (purporting to authorize the
board to select the record date for determining stockholders "for any other
purpose.") But the legislature specifically removed this power in Nevada Revised
Statute Section 78.350, which provides only that the board may fix a record date
for a "meeting" of stockholders. Indeed, prior to 1991, Section 78.350
expressly granted authority to a Nevada board to determine the record date for a
solicitation of stockholder's written consents. In 1991, however, this
subsection was repealed. There is no longer any such statutory grant of
authority.

-25-

<PAGE> 29
In light of this legislative action, the record date for the Computer
Associates' solicitation of written consents must be the date on which the first
executed consent is presented to the CSC. This is the only applicable provision
remaining in the Bylaws. See Article V Section 5(b). The same analysis applies
to the solicitation of agent designations.

Conclusion

For the foregoing reasons, Computer Associates respectfully requests
that the Court promptly declare:

(1) Article VIII Section 1 of the Bylaws permits a vote or consent
of a majority of the outstanding voting shares of CSC to amend
the Bylaws;

(3) Computer Associates' proposal to determine the directors to be
removed complies, with Article III Section 2 of the Bylaws and
Section 78.335 of the Nevada Revised Statutes;

(4) Article III Section 2 of the Bylaws and Section 78.335 of the
Nevada Revised Statutes permit a majority of CSC stockholders
to fill vacancies left by removed directors or additional
seats on the board by written consent; and

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<PAGE> 30

(5) Nevada Revised Statute 78.350 does not allow CSC to set the
record date for determining stockholders entitled to give
written consents and agent solicitations.

Dated: February 17, 1998

Respectfully submitted,
SCHRECK MORRIS

By: STEVE MORRIS
-------------------------------------
STEVE MORRIS
MATTHEW McCAUGHEY
1200 Bank of America Plaza
300 South Fourth Street
Las Vegas, Nevada 89101
(702) 382-2101

HOWARD, DARBY & LEVIN
C. WILLIAM PHILLIPS
DANIEL M. MANDIL
ADAM B. SIEGEL
DAVID H. HOFFMAN
1330 Avenue of the Americas
New York, New York 10019
(212) 841-1000

Attorneys for
COMPUTER ASSOCIATES INTERNATIONAL, INC.

-27-

<PAGE> 1

EXHIBIT (c)(10)

WAYNE W. SMITH (CA Bar 054593)
JOSEPH P. BUSCH, III (CA Bar 070340)
THOMAS S. JONES (CA Bar 165796)
ELIZABETH A. WARKE (CA Bar 185320)
GIBSON, DUNN & CRUTCHER LLP
4 Park Plaza, Suite 1400
Irvine, California 92614-8557
(714) 451-3800 (Telephone)
(714) 451-4220 (Facsimile)

DAVID A. BATTAGLIA (CA Bar No. 130474)
MICHELLE H. TREMAIN (CA Bar No. 187342)
GIBSON, DUNN & CRUTCHER LLP
333 South Grand Avenue
Los Angeles, California 90071-3197
(213) 229-7000 (Telephone)
(213) 229-7520 (Facsimile)

C. STANLEY HUNTERTON (NV Bar No. 1891)
TERRY JOHN CARE (NV Bar No. 4560)
HUNTERTON & ASSOCIATES
Bank of America Plaza
300 South Fourth Street, Suite 1110
Las Vegas, NV 89101
(702) 388-0098 (Telephone)
(702) 388-0361 (Facsimile)

Attorneys for Defendant
COMPUTER SCIENCES CORPORATION

UNITED STATES DISTRICT COURT

DISTRICT OF NEVADA

COMPUTER ASSOCIATES CASE NO. CV-S-98-00278-LDG (RLH)
INTERNATIONAL, INC.,
RESPONSE OF DEFENDANT COMPUTER
Plaintiff, SCIENCES CORPORATION TO PLAINTIFF
COMPUTER ASSOCIATES
v. INTERNATIONAL, INC.'S EX PARTE
MOTION FOR EXPEDITED HEARING ON
COMPUTER SCIENCES CORPORATION, CLAIMS FOR DECLARATORY RELIEF.

Defendant. NO HEARING DATE SET
[APPLICATION FOR ADMISSION PRO
HAC VICE ON FILE]

Pursuant to this Court's February 18, 1998 Order, Defendant Computer
Sciences Corporation, a Nevada Corporation ("CSC"), hereby files its response to
Plaintiff Computer Associates International, Inc.'s ("CAI") Ex Parte Motion for
Expedited Hearing On Claims For Declaratory Relief.

<PAGE> 2

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
I. INTRODUCTION................................................................................... 1
II. CAI'S ACTIONS POSE A THREAT TO CSC'S BUSINESS, RENDERING
EXPEDITED CONSIDERATION APPROPRIATE............................................................ 1

III. EXPEDITIOUS TREATMENT IS APPROPRIATE FOR CSC'S CLAIMS
THAT ARE NOT MOOT.............................................................................. 5

A. Prompt Consideration Of CAI's Section 14 Declaratory Relief Action
Is Appropriate............................................................................ 5

B. CSC's Proposed Schedule For Expedited Consideration....................................... 7

1. The Current State Of The Pleadings................................................... 7

2. Discovery On The SEC Filings Claims.................................................. 7

3. A Proposed Briefing Schedule for CAI's Motion On The SEC
Filings Claim........................................................................ 8

IV. THE FEBRUARY 18,1998, CSC BOARD MEETING RENDERED MOOT
ALL CLAIMS IN THE COMPLAINT OTHER THAN THE SEC FILING
CLAIMS......................................................................................... 9

A. CSC's Board Acted Properly In Amending Its Bylaws......................................... 9

B. CSC Has Amended Its Bylaws Relating To Action By Written Consent.......................... 11

C. CSC Has Amended Its Bylaws Relating To Removal Of Directors............................... 12

D. CSC's Bylaws Concerning The Selection Of Replacement Directors............................ 13

E. Calling Of Special Meeting Under N.R.S. Section 78.3789................................... 13

F. Annual Meeting Date....................................................................... 14

V. CAI'S POSITIONS REGARDING CORPORATE GOVERNANCE HAVE NO
MERIT EVEN UNDER THE PRIOR BYLAWS.............................................................. 14

A. Nevada Law And CSC's Bylaws Should Be Interpreted Consistent With
The Nevada Legislature's Desire To Prohibit Hurried Strong-Arm
Transactions That Only Benefit The Corporate Raider....................................... 15

B. Nevada's Director Removal Statute Applies to CAI's Attempt to Unseat
CSC Directors............................................................................. 16

C. Vacancies On The Board Of Directors May Not Be Filled By The Written
Consent Of The Stockholders............................................................... 17

D. CSC Has The Authority To Select The Record Date For CAI's
Solicitations............................................................................. 18
</TABLE>

<PAGE> 3

<TABLE>
<CAPTION>
Page
----
<S> <C>
E. CSC's Prior Bylaws Required Written Consent Of Three Fourths Of
Issued And Outstanding Shares To Amend The Bylaws......................................... 18

F. The CSC Board Has The Right To Determine The Date Of The Annual
Meeting 19 VI. CONCLUSION................................................................. 21

VI. CONCLUSION.................................................................................... 21
</TABLE>

<PAGE> 4

TABLE OF AUTHORITIES
--------------------
<TABLE>
<CAPTION>
Page(s)
CASES -------
<S> <C>
Abella v. Universal Leaf Tobacco Co.,
546 F. Supp. 795 (E.D. Va. 1982)..............................................................6

Gilbert v. El Paso. Co.,
575 A.2d 1131 (Del. 1990)....................................................................11

Hilton Hotels Corp. v. ITT Corp.,
962 F. Supp. 1309 (D. Nev. 1997), aff'd, 116 F.3d 1485 (9th Cir. 1997)....................10,20

Hilton Hotels Corp. v. ITT Corp.,
978 F. Supp. 1342 (D. Nev. 1997)..............................................................9

Paramount Communications, Inc. v. Time Inc.,
571 A.2d 1140 (Del. 1989)....................................................................10

Piper v. Chris-Craft Indus. Inc.,
430 U.S. 1 (I 977))..........................................................................6

Polaroid Corp. v. Disney,
862 F.2d 987 (3d Cir. 1988);..................................................................6

Presbytery of New Jersey of Orthodox Presbyterian Church v. Florio,
40 F. 3d 1454 (3d Cir. 1994)..................................................................8

Ronson Corp. v. Liquifin Aktiengesellschaft, Liquigas, S.p.A.
497 F.2d 394 (3d Cir. 1974), cert. denied, 419 U.S. 870(1974).................................6

Skydell v. AresSerono S.A.,
892 F. Supp. 498 (S.D.N.Y. 1995)..............................................................6

Smith v. Van Gorkom,
488 A.2d 858 (Del. 1985)......................................................................9

Unitrin, Inc. v. American General Corp.,
651 A.2d 1361 (Del. 1995).................................................................10,11

STATUTES

15 U.S.C. Section 78n (West 1997)................................................................5

Nev. Rev. Stat. Section 78.120..................................................................18

Nev. Rev. Stat.Section 78.138....................................................................9

Nev. Rev. Stat. Section 78.330(l)............................................................19,20

Nev. Rev. Stat. Section 78.335(l)...............................................................16

Nev. Rev. Stat. Section 78.335(l)(a)............................................................16
</TABLE>

iii

<PAGE> 5

<TABLE>
<CAPTION>
Page(s)
-------
<S> <C>
Nev. Rev. Stat. Sections 78.411-78.444..........................................................15

MISCELLANEOUS

Information Week U.K. 2..........................................................................4

Investor's Business Daily, 5.....................................................................4

Keith P. Bishop, Nevada Corporation Law & Practice 119 (1994 Supp.).............................17

Legislative History of 91-4 A.B. 655 of the 66th Session of the Nevada
Legislature p. 75 (attaching Minutes of the Nevada State Legislature, Joint
Senate and Assembly Committees on Judiciary p. 2 (testimony of Attorney
General Frankie Sue Del Papa))...........................................................14,15

Los Angles Times, 9..............................................................................4

New York Times, 2................................................................................4

The Washington Post, 5...........................................................................4

William Strunk Jr. & E.B. White, The Elements of Style 2 (3rd. ed. 1979).....................19,20
</TABLE>

<PAGE> 6

I.
INTRODUCTION.

Evidencing a quickly emerging pattern of premature confrontation, CAI
has come to this Court claiming that it needs expedited treatment of its claims
as stated in its Complaint For injunctive Relief ("Complaint") -- treatment to
which CAI asserts CSC would not agree. 1 CAI is wrong regarding CSC's position.
CSC agrees that expeditious treatment of this matter is both appropriate and
necessary. Events subsequent to the filing of the Complaint, however, have
changed the landscape and narrowed the issues before this Court. Nevertheless,
CSC welcomes an expedited and complete airing of the remaining allegations of
the Complaint and proposes a schedule herein that will achieve just that.

In Section II of this Response, CSC explains the circumstances which
make expedited treatment for the remaining allegations in the Complaint
appropriate. Section III of this Response describes CSC's proposal for expedited
treatment. Section IV explains how many of the allegations of the Complaint are
now moot due to subsequent events. Finally, Section V briefly discusses the
allegations of the Complaint as filed and the lack of merit to them.

II.
CAI'S ACTIONS POSE A THREAT TO CSC'S BUSINESS, RENDERING
EXPEDITED CONSIDERATION APPROPRIATE.

CSC is a service-based company. Its 44,000 employees and 600 offices
world-wide offer a wide range of professional services including management
consulting, information systems

- ----------
1 This Court's Local Rule 7-5 requires any party seeking ex parte relief to
attempt to seek a stipulation from opposing parties with respect to the
matter sought. See United States District Court for the District of Nevada
Local Rule 7-5. This was not necessary, according to CAI, because "Computer
Associates has no reason to believe that Computer Sciences Corporation would
agree to an early hearing on claims which, if resolved in Computer
Associates favor, would facilitate the acquisition Computer Sciences has
rejected." Ex Parte Motion l.n.l. Even this statement misrepresents the
status of affairs as it existed at the time of the filing of the Ex Parte
Motion. CSC had not considered CAI's take over offer and, thus, had not
"rejected" it at the time of the filing. Subsequent to the filing, CSC's
Board of Directors did meet and consider the offer. As a result of that
meeting, on February 19, 1998, CSC's Chief Executive Officer Van B.
Honeycutt sent a letter to Charles Wang rejecting CAI's acquisition offer.

<PAGE> 7

consulting, development, and integration, outsourcing, and operations support.
Given the core nature of CSC's services to its clients, CSC has made client
security and satisfaction its paramount concern. CAI has carried on a
confrontational campaign designed to force CSC's Board into a rash and
ill-advised decision regarding the sale of CSC and to lure investors on Wall
Street into believing that CSC was "in play."

This campaign began when CAI Chairman Charles Wang and CAI President and
Chief Operating Officer Sanjay Kumar making an unsolicited contact with CSC
Chief Executive Officer Van B. Honeycutt on December 18, 1997. At the meeting,
Wang began by stating, "Wouldn't it be great to be partners." Honeycutt, who
had no idea what he was talking about, indicated that his company already had a
license relationship whereby CSC had the ability to use CAI's software with many
of its clients. Wang then explained that he envisioned a different partnership
through a combination in which CAI purchased CSC. He stated that such a
transaction would be a good strategy for CAI. Honeycutt responded that he could
see no advantage for CSC in such a relationship, an issue which Wang had
neglected to address. Honeycutt stressed that CSC was not up for sale, and that
he could not support any transaction based on the assertions Wang made. At no
time before that meeting, at the meeting, or since has Mr. Honeycutt indicated
that he considered CSC "for sale" or "in play." Nonetheless, Wang proceeded to
make an offer to buy CSC at an unfair and disadvantageous price, in a
transaction which would be detrimental to the interests of CSC and its
customers, employees, and stockholders. Wang punctuated his offer with the
suggestion that, absent a merger, CAI would directly compete with CSC by buying
several small companies in CSC's business.

Subsequently, Mr. Kumar made a number of other unsolicited phone calls
to Mr. Honeycutt, urging that the parties convene a meeting of financial
advisors. Each time Mr. Honeycutt refused. A second brief meeting was held on
February 5, which Honeycutt attended based on the promise that Defendants were
going to reveal their business plan for a combined entity, and therefore explain
how the transaction benefited CSC. Defendants did not keep this promise. At that
meeting, however, neither Mr. Wang nor Mr. Kumar said anything about a business
plan. Instead, Defendants threatened to directly and wrongfully harm CSC if it
refused to

2
<PAGE> 8

agree to a transaction on CAI's terms. Mr. Honeycutt set forth a series of
reasons why the transaction was unattractive to CSC, many of which were later
contained in his February 18th letter rejecting the offer. Mr. Wang continued to
make statements that CAI would soon compete with CSC or that he would take his
offer to the CSC shareholders with or without the CSC Board's endorsement and
reiterated that CSC would be severely damaged if CSC did not accede to CAI's
demands.

Subsequent to the meeting, inexplicably, Mr. Kumar sent a letter
announcing that a deal had been reached with respect to everything but price.
Mr. Honeycutt was flabbergasted. He spoke with Mr. Kumar and asked him why he
sent the letter. Mr. Honeycutt stressed again in no uncertain terms that no deal
had been reached, that there were no agreements between the parties on anything,
and that the letter did not attempt to summarize any meeting which Mr. Honeycutt
attended. Mr. Honeycutt stated that he would respond to Mr. Kumar's letter with
a letter.

Shortly thereafter, on February 10, 1998, CSC received a widely
publicized "bear hug" letter, restating many of the misrepresentations in Mr.
Kumar's February 6, 1998 letter. In this letter (attached to the Declaration of
Terry Care ("Care Dec.") at Ex. A), Mr. Wang offered a transaction at $108 a
share. Mr. Honeycutt immediately notified the CSC Board of Directors and the
Board scheduled a meeting for Wednesday, February 18, 1998 to consider the
proposal. CAI was notified of this schedule. Before CSC could consider or
respond to Mr. Wang's proposal and without any other contact between Mr.
Honeycutt and CAI, CAI commenced a hostile tender offer, filed preliminary proxy
materials and commenced this action seeking expedited adjudication of various
issues of corporate and securities law.

Throughout this hurried course of events, CAI has engaged in conduct
that nowhere resembles the "reasonable" and "friendly" characterization in the
Complaint. This campaign has included making offers to CSC management and not
waiting for responses, assuming reactions from CSC before it has even had time
to consider the proposals made, making material misrepresentations and omissions
in filings with the United States Securities and Exchange Commission, making
false statements in the press regarding contacts between CAI and CSC, contacting
CSC employees and "welcoming" them to CAI as if the deal had been consummated,

<PAGE> 9

communicating directly with CSC's customers regarding the future result of the
transaction, and engaging in other potentially unlawful and unseemly activities.
Most importantly, for purposes of expedition, this conduct has resulted in
uncertainty in CSC's customer and employee base regarding CSC's future and the
continued performance by CSC of its services.

CA, a software supplier, has achieved a well-deserved reputation in industry
as being tough on employees and customers alike.(2) This type of customer
relationship is unacceptable in the highly service-based segment in which CSC
operates. Thus, CSC's customer base has expressed significant concern over the
take-over prospects with some customers going so far as to declare themselves to
the press as being "CA free." With uncertainty growing with each day as to CSC's
future and the misrepresentations and material omissions piling up in the media,
CSC too wants to clear the air in order to assure its valued customers and
employees that CSC is committed to continuing the tradition of unparalleled
service in the systems administration market.

In order to quell fears among its customers and employees and in accord with
established corporate principles, at its February 18, 1998 board meeting, the
CSC Board took certain measures to protect CSC, its shareholders, its customers
and its employees and permit the time necessary to maximize value for the
shareholders of CSC.(3) The Nevada Revised Statutes expressly provide, "The
selection of a period for the achievement of corporate goals is the
responsibility of the

- ----------
2 CAI's negative reputation for customer service is well known and well
publicized in the national press. "I've never seen one vendor with so
many dissatisfied customers as CA seems to have" (Investor's Business
Daily, 5/26/95); "I think CA's lack of finesse has cost them in the
customer relations arena" (Los Angeles Times, 9/13/93); "By the early
1990's, Computer Associates had become known for its ravenous appetite
..., for jacking up maintenance costs ... and for pushing its many
licensing contracts at the expense of good customer relations. It was
not uncommon for the company to sue a client over relatively minor
infractions" (New York Times, 2/4/97); "Some customers ... maintain a
strict 'no CA' policy.... Many also claim that after CA acquires a
company and lays off scores of people, customer service falls off"
(Fortune, 7/21/97); "In a ... survey of 50 major CA customers ... 75
percent rated its service as below average" (The Washington Post,
5/10/92). "Computer Associates should be feeling uncomfortable because
it has been treating a lot of customers like dirt - particularly those
it has gained through acquisition. (InformationWeek U.K. 2/20/98). CAI's
terrible reputation is in sharp contrast to that of CSC: "In contrast,
CSC is a customer advocate. As a services company, it has to treat
customers with kid gloves to get repeat business" (Bloomberg, 2/12/98).

3 The CSC Board also met briefly on February 16, 1998 to opt out of the
Nevada Control Shares provision.

<PAGE> 10

directors." Nev. Rev. Statutes Section 78.120(3). The CSC Board also considered
CAI's offer and rejected it as an "ill-considered and unwelcome attempt to force
an acquisition threatening damages to the value" of CSC. Id. Exh B (attaching
letter from CSC CEO Van B. Honeycutt to Charles Wang, CAI CEO, rejecting offer).
As Mr. Honeycutt explained, the CAI offer did not represent fair value for CSC
in light of CSC's potential for growth in revenues and earnings per share and
the combination simply "does not make sense" considering, among other reasons,
the demand of the customer base to retain platform neutrality -- a facet that
would be lacking once a software vendor teamed with a systems administrator. Id.
As shown below, the bylaws adopted and other acts taken retain the shareholders
enfranchisement but give a breathing space to allow CSC's Board the opportunity
to review its options and conduct CSC's operations in a manner that maximizes
shareholder value and serves all other interests cognizable under Nevada law.

One effect of these changes is to moot much of the Complaint. See infra
Section IV. Thus, as shown below, the only issue remaining in the Complaint to
be considered on an "expedited" basis is that relating to the prayer that CAI's
SEC filings be deemed in conformance with law. CSC agrees that this is an
important issue -- one that must be resolved in a timely and complete fashion.

IV.
EXPEDITIOUS TREATMENT IS APPROPRIATE FOR CS'S CLAIMS
THAT ARE NOT MOOT

A. PROMPT CONSIDERATION OF CAI'S SECTION 14 DECLARATORY RELIEF ACTION IS
APPROPRIATE.

In light of CAI's mootness problem discussed in Section IV, infra, all
that remains is its request that this Court declare that CAI's "Schedule 14D-1
complies with applicable federal law and is not subject to attack by the CSC
Board under section 14(e) of the Exchange Act. "Complaint

1 43. Nothing that the CSC Board at its February 18, 1998 meeting
affected this request and CSC concurs that in order to resolve this action,
prompt attention should be given to this claim.

CAI has asked this Court to deem its disclosure full and truthful in all
material respects and has sued CSC to require it to participate in the process.
Evaluation of CAI's 14D-1 filing requires

<PAGE> 11

that CSC be given the opportunity to conduct discovery. Section 14 prohibits
"any person to make any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements made not misleading, or
to engage in any fraudulent, deceptive, or manipulative acts or practices, in
connection with any tender offer or request or invitation for tenders, or any
solicitation of security holders in opposition to or in favor of any such offer,
request, or invitation." 15 U.S.C. Section 78n (West 1997). Courts routinely
recognize that a Section 14 analysis of a proxy statement or tender offer
requires a searching review of the documents, the statement and assertions made
therein, its factual underpinnings, the assumptions made in the SEC filings and
the conclusions drawn. See, e.g., Ronson Corp. v. Liquifin Aktiengesellschaft,
Liquigas, S.p.A, 497 F.2d 394 (3d Cir. 1974), cert. denied, 419 U.S. 870 (1974).
This requirement is not surprising given that the purpose of Section 14 is to
compel disclosure of information pertaining to tender offers and proxy
solicitations to public shareholders of target companies allowing them to make
an informed decision. See, e.g., Piper v. Chris-Craft Indus. Inc., 430 U.S. 1
(1977) ("The purpose of the Williams Act is to insure that public shareholders
who are confronted by a cash tender offer for their stock will not be required
to respond without adequate information . . . " (quoting Rondeau v. Mosinee
Paper Corp., 422 U.S. 49, 58 (1975)); Skydell v. AresSerono S.A., 892 F. Supp.
498 (S.D.N.Y. 1995); see also Polaroid Corp. v. Disney, 862 F.2d 987 (3d Cir.
1988) ("The theory of the [Williams] Act is that shareholders are unable to
protect their interests fully in making ... decisions if the tender offerer
fails to provide all material information regarding the offer."); Abella v.
Universal Leaf Tobacco Co., 546 F. Supp. 795 (E.D. Va. 1982) (purpose of
Section 14 is to ensure full disclosure).

CAI has asked this Court to deem its disclosures full and truthful in
material respects. In an effort to assist this Court in making that
determination, CSC proposes an expedited discovery schedule to assess just that
issue. Only once this discovery has occurred can meaningful consideration begin
as to whether CAI discharged its Section 14 responsibilities.

<PAGE> 12

B. CSC's PROPOSED SCHEDULE FOR EXPEDITED CONSIDERATION.

Expeditious handling of this case requires that a pleading schedule
be established to correct the current state of the pleadings, that a discovery
schedule be implemented, and that a briefing schedule on CAI's request for
declaratory relief regarding its SEC filings be set.

1. THE CURRENT STATE OF THE PLEADINGS.

Most of the claims asserted in the present complaint are moot based on the
events of this past week. See infra. The only claim that has not been mooted is
CAI's request that its submissions to the Securities and Exchange Commissions be
declared lawful ("the SEC Filings Claim"). Accordingly, CAI should be required
to file an amended complaint if it desires to assert any claims other than the
SEC Filings Claim by not later than February 26, 1998.

2. DISCOVERY On THE SEC FILINGS CLAIMS.

Today, CSC has served its first round of discovery on CAI and third
parties relating to the SEC Filings Claim. A copy of that discovery is appended
hereto for the Court's reference as Exhibit C to the Care Declaration. That
discovery establishes the following broad schedule:

o CAI will produce responsive documents by not later than March 6,
1998. Because the date is shorter than the 30 days contemplated
by Rule 34 of the Federal Rules of Civil Procedure, CSC requests
that the Court exercise discretion under Rule 34 and reduce the time
required for CAI's response to permit the expedited handling of this
matter. The production of documents prior to taking depositions will
make the depositions more efficient, and will obviate the need to
reconvene depositions after the documents have been produced.

o Custodians of record for third parties will produce responsive
documents on March 9 or during that week.

o Depositions of four of CAI's officers and inside directors will take
place during the weeks of March 16 and 23. Because Rule 30 of the
Federal Rules of Civil Procedure imposes a 10 witness limit on the
number of depositions that can be taken and CSC has noticed the
depositions of 15 percipient witnesses and seven custodians of
record, CSC requests leave of Court to take the indicated
depositions.

<PAGE> 13

o Depositions of CAI's four outside directors will commence on March
27 and be completed during the week of March 30.

o Nothing is scheduled during the period from April 2 through April 10
due to the Holy Week, Easter and Passover observances.

o The depositions of two of CAI's advisors and of its five financiers
will take place during the weeks of April 13 and April 20.

Under this schedule, CSC contemplates that it will be finished with its
discovery on the SEC Filings Claim by April 23. More time may be needed to
conduct additional discovery dependent upon any amended claims asserted by CAI

3. A PROPOSED BRIEFING SCHEDULE FOR CAI's MOTION On THE SEC FILINGS
CLAIM.

CAI's motion is devoid of any evidentiary support for its demand that this
Court find its SEC filings to be adequate. CSC assumes that CAI plans to file
support for its request for a declaration on the SEC Filings Claim. CSC proposes
that the following schedule be adopted:

o CAI will file and serve by either personal service or by fax its
papers in support of its motion on or before May 4, 1998.

o CSC will file and serve by either personal service or by fax its
opposition to the motion on or before May 25, 1998.

o CAI will file and serve by either personal service or by fax its
reply in support of the amended motion on or before June 8, 1998.

o A hearing will be conducted on CAI's motion on or after June 15,
1998, dependent on this Court's schedule.

CSC will propose a briefing schedule on any motion for any other claim asserted
by CAI in an amended complaint at such time as CSC has had an opportunity to
review that amended complaint.(4)

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(4) CSC has filed concurrently herewith a Proposed Order setting forth
these dates.

<PAGE> 14

IV.
THE FEBRUARY 18,1998, CSC BOARD MEETING RENDERED MOOT ALL
CLAIMS IN THE COMPLAINT OTHER THAN THE SEC FILING CLAIMS.

Declaratory relief is inappropriate where subsequent events have
materially changed the underlying basis. See, e.g., Presbytery of New Jersey of
Orthodox Presbyterian Church v. Florio, 40 F.3d 1454, 1463 (3d Cir. 1994). This
flows from the prohibition that federal courts should not render advisory
opinions. Id. The Complaint seeks either declaratory or injunctive relief under
a number of CSC bylaw provisions in effect at the time Mr. Wang first contacted
Mr. Honeycutt. These provisions are no longer in force thus rendering the
alleged factual predicate to much of the Complaint void.

A. CSC'S BOARD ACTED PROPERLY IN AMENDING ITS BYLAWS.

In Nevada, as elsewhere, it is a well-settled principle that the
business and affairs of a corporation are managed by its board of directors.
Each member of that board, in carrying out his or her managerial role, is
"charged with an unyielding fiduciary duty to the corporation and its
shareholders." Smith v. Van Gorkom, 488 A.2d 858, 872 (Del. 1985).(5) In acting
in this fiduciary capacity, a director is legally obligated to proceed with a
"critical eye" in assessing information presented to him or her, in order to
exercise an "informed business judgment" relating to decisions affecting the
future of a corporation or its shareholders. Id.

In the specific context of a takeover proposal, paramount among a
director's fiduciary duties is the careful and considered evaluation of the
takeover proposal. Legislatures and courts have each created an affirmative duty
on a director "to act in an informed and deliberate manner in determining
whether to approve an agreement of merger before submitting the proposal to the
stockholders." Id. at 873. Contrary to CAI's suggestion, the directors are not
simply a conduit through which a shareholder meeting is called for each and
every takeover proposal. Indeed, a

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(5) This Court has stated that "[w]here, as here, there is no Nevada
statutory or case law on point for an issue of corporate law, this
Court finds persuasive authority in Delaware case law. " Hilton
Hotels Corp. v. ITT Corp., 978 F. Supp. 1342, 1346 (D. Nev. 1997)

<PAGE> 15

director violates this fiduciary duty by leaving to the shareholders alone the
decision to approve or disapprove such a proposal. Id. Under Nevada law, the
director's decision involves consideration of "[t]he interests of the
corporation's employees, suppliers, creditors and customers," and "[t]he
long-term as well as short-term interests of the corporation and its
stockholders, including the possibility that these interests may be best served
by the continued independence of the corporation." Nev. Rev. Stat. Section
78.138 (emphasis added).

While clearly ignored by CAI, the CSC Board also has the ability to
declare itself not for sale -- a refusal to entertain offers may comport with a
valid exercise of business judgment. There is simply no duty imposed on a board
of directors to negotiate with third parties, or sell a corporation whenever a
premium price is offered, as long as the directors make a good faith, informed
decision that it would be in the corporation's best interest to reject the
offer. See Unitrin, Inc. v. American General Corp., 651 A.2d 1361 (Del. 1995)
(noting recognition of the "prerogative of a board of directors to resist a
third party's unsolicited acquisition proposal offer."); Paramount
Communications, Inc. v. Time Inc., 571 A. 2d 1140, 1154 (Del. 1989) ("Directors
are not obligated to abandon a deliberately conceived corporate plan for
short-term shareholder profit unless there is clearly no basis to sustain the
corporate strategy.").

Meeting just eight days after receipt of the "bear hug" letter, and mere
hours after CAI launched its full out assault on CSC and its shareholders, the
CSC Board adopted measures designed to give it time to consider the offer, and
make a proper, well-informed recommendation to its shareholders.(6) The CSC
Board affected this result through revising some of its bylaws ("Revised
Bylaws"). In doing so, the CSC Board embarked on a course that will maximize CSC
shareholder value and, ultimately, permit the shareholders to reasonably
consider all options before deciding on a resolution. In the takeover context,
the question of who decides when and how an offer is taken to the shareholders
is often crucial and disputed. The raider, fearful of other bidders or the
ability of the target to gather itself and demonstrate its true and superior
value as a stand-

- ----------
(6) None of these measures "entrenched" the CSC Board as each board
member will stand for election at the next CSC shareholder meeting.

<PAGE> 16

alone entity, wishes to force the issue quickly on the target's shareholders,
often proclaiming "sell now or lose your chance." The false sense of urgency is
designed to force the shareholders into an ill-informed decision. As most
raiders do, CAI advances the proposition that it may decide when and how the
CSC shareholders will consider its offer and argues for a quick resolution with
a low threshold necessary to remove impediments. Nevada law, as previously
interpreted by this Court, however, clearly vests the decision as to timing and
the manner of consideration in the CSC Board. See Hilton, 962 F. Supp. at 1311.
This flows from the duty of the CSC Board both to consider the offer in a
meaningful fashion as well as the duty to maximize shareholder value. These
tasks cannot be performed without a thorough evaluative process, as CAI well
knows, and the law does not permit the raider to force a hurried schedule which
fits the raider's agenda.

The amendment of bylaws in this type of context has long been recognized
as a proper exercise of fiduciary duty by a board of directors, as long as such
measures are neither preclusive nor coercive. See Unitrin, 651 A.2d at 1388 n.38
("[D]epending upon the circumstances, the board may respond to a reasonably
perceived threat by adopting individually or sometimes in combination: advance
notice by-laws, supermajority voting provisions, shareholder rights plans,
repurchase programs, etc."). Indeed, given the duties of care and loyalty,
which clearly prevent the CSC board "from being a passive instrumentality in the
face of a perceived threat to corporate control," see Gilbert v. El Paso. Co.,
575 A.2d 1131 (Del. 1990), CSC's revision of some of its bylaws, in order to
make a proper well-informed consideration of CAI's offer was a prudent reaction
to CAI's threats.

B. CSC HAS AMENDED ITS BYLAWS RELATING TO ACTION BY WRITTEN CONSENT.

CAI's complaint seeks this Court's declaration that, pursuant to CSC's
Bylaws, holders of a majority of CSC's shares can amend CSC's Bylaws by their
written consent. Complaint paragraph 34. The Bylaws upon which CAI rely, Article
VIII, Section 1 and Article II, Section 10, were amended by the CSC Board.
Article VIII, Section 1 of the Bylaws now provides that:

Bylaws may be adopted, amended or repealed by the affirmative vote
of more than eighty percent (80%) of the outstanding voting shares of this
corporation.

<PAGE> 17

Revised Bylaws, Article VIII, Section 1 . The Revised Bylaw is clear that an
eighty percent (80%) vote of stockholders is required to amend the Bylaws.
Article II, Section 10 of the Bylaws was amended to read as follows:

Any action, except election of directors, which may be taken by a vote of
the stockholders at a meeting, may be taken without a meeting and without
notice if authorized by the written consent of stockholders holding at
least ninety percent (90%) of the voting power.
Revised Bylaws, Article II, Section 10.

Thus holders of eighty percent (80%) of the outstanding stock may amend
the Bylaws by a vote at a stockholders' meeting and holders of ninety percent
(90%) of the stock may amend the Bylaws by written consent. Although section
78.320(2) of the Nevada Revised Statutes is clear that the Bylaws may entirely
eliminate the ability of stockholders to act by written consent, the Bylaw
amendment tightened, but did not eliminate the possibility of action by written
consent of the stockholders. Section 78.320(l) is equally plain that the Bylaws
may require a higher proportion than a simple majority for stockholder action by
vote. CSC's amendment of Article VIII, Section 1 and Article II, Section 10 of
its Bylaws are consistent with these powers. Accordingly, CAI's request on this
subject is now moot.

C. CSC HAS AMENDED ITS BYLAWS RELATING TO REMOVAL OF DIRECTORS.

CAI asks this Court to declare "that two-thirds of the stockholders may
remove a sufficient number of existing directors to enable the stockholders to
designate a majority of the board." To the extent CA's argument is based on the
language of the statute, it is simply wrong. Section 78.335(l) of the Nevada
Revised Statutes could not be clearer. See infra Section V(B).

In order to clarify application of the statue, the CSC Board amended
Article III, Section 2 of the Bylaws to eliminate the recitation of the
statute's two-thirds requirement for removing directors, which is applicable
only to corporations that do not provide for cumulative voting in the election
of directors. The Revised Bylaw is consistent with the statutory requirement for
the removal of directors in a company with cumulative voting.

<PAGE> 18

Accordingly, the Revised Bylaws now simply reinforce and restate the
statutory requirement that a director elected through cumulative voting may only
be removed by votes sufficient to have prevented his or her election in the
first place -- here ninety percent of the outstanding shares (90%) plus one.

D. CSC's BYLAWS CONCERNING THE SELECTION OF REPLACEMENT DIRECTORS.

CAI seeks to be able to fill any CSC Board vacancies it creates (either
through removal or expanding the CSC Board from nine to fifteen) with its
nominees by written consent, without having to undergo the "inconvenience" of
the democratic process. As noted previously, Section 78.320(2) of the Nevada
Revised Statutes provides that the bylaws of a corporation may modify, or even
eliminate the ability of stockholders to take action by written consent without
a meeting. Also as noted above, the CSC Board amended Article II, Section 10 to
provide that a ninety percent (90%) standard shall apply to action by written
consent, instead of the seventy-five percent (75%) standard in the
pre-amendment Bylaws. Both before and after such amendment, however, Article II,
Section 10 prohibited the election of directors by written consent. CAI argues
that a lower standard is required to elect directors by written consent than
applies to any other action of stockholders by written consent. This argument is
discussed infra Section V(E). The Revised Bylaws clearly recognize that it is in
the interest of CSC and its stockholders that the directors are to be selected
in an open forum, and not by a corporate raider secretly collecting written
consents of a bare majority of the stock. The language of the old and Revised
Bylaw could not be clearer.

E. CALLING OF SPECIAL MEETING UNDER N.R.S. SECTION 78.3789.

CAI argues that under section 78.3789 of the Nevada Revised Statutes, it
has the power to call a special meeting of the stockholders of CSC. CSC's Board,
however, has amended the Bylaws to "opt out" of the provisions of the
"Acquisition of Controlling Interest" provisions of the Nevada General
Corporation Law (including section 78.3789) as is permitted under Nevada law.
Accordingly, CAI is without power to seek a special meeting under a statutory
provision that no longer applies to CSC.

<PAGE> 19

F. ANNUAL MEETING DATE.

CAI also asks this Court to declare that "under its Bylaws, the CSC annual
meeting must occur on August 10, 1998." CSC's last annual meeting was held in
August 1997, just 7 months ago. While the bylaws in effect at the commencement
of CAI's efforts committed the date of the annual meeting to the sound
discretion of the CSC Board, the bylaws also included a "default" date in August
of 1998, absent exercise of that discretion. The CSC Board amended Article II,
Section 2 of the Bylaws on February 18, 1998 to remove the default date and
unambiguously state that "Annual meetings of the stockholders shall be held at
such time and date as the Board of Directors shall determine." Revised Bylaw
Art. II, Section 2. Accordingly, the Bylaws contain no language tying the date
of the annual meeting to any particular date. The power to set the date of an
annual meeting is committed to the sound discretion of the Board. Section
78.330(l) of the Nevada Revised Statutes explicitly states that "Unless
otherwise provided in the bylaws, the Board of Directors have the authority to
set the date, time and place for the annual meeting of stockholders.

V.
CAI'S POSITIONS REGARDING CORPORATE GOVERNANCE HAVE NO
MERIT EVEN UNDER THE PRIOR BYLAWS.

CSC expects that CAI may challenge the February 18, 1998 action taken by
the CSC Board (if it has not done so already) through the filing of an amended
complaint seeking to overturn the measures adopted.(7) Even if CAI were able to
reverse the Revised Bylaws (there is no basis for that result), CAI's tortured
construction of CSC's former bylaws and Nevada corporate law cannot stand.

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(7) Procedures for dealing with such an amended complaint are considered
infra, Section IV. While CSC would not object, in principle, to advancing
discovery on any amended complaint, it is simply premature to consider
whether a hypothetical future amended complaint is deserving of such
treatment. If and when such an amended complaint is filed, CSC will
consider stipulating to expedited treatment in accord with local rules or,
if appropriate, oppose such a request if not warranted.

<PAGE> 20

A. NEVADA LAW AND CSC'S BYLAWS SHOULD BE INTERPRETED CONSISTENT WITH THE
NEVADA LEGISLATURE'S DESIRE TO PROHIBIT HURRIED STRONG-ARM TRANSACTIONS
THAT ONLY BENEFIT THE CORPORATE RAIDER.

A single purpose lies at the core of each CAI request: to force a quick
and uninformed vote by the CSC shareholders on CAI's proposal. Before proceeding
with an analysis of the mechanics by which CAI seeks to accomplish this goal,
the aims of Nevada law should first be considered to inform any decision that
the Court reaches regarding the effect of Nevada law or the bylaws that it
governs.

In late 1989, the Nevada Secretary of State decided to take a hard look at
Nevada corporate law and to revise it "in order to remain in the forefront of
corporation activity throughout the country." Legislative History of 91-4 A.B.
655 of the 66th Session of the Nevada Legislature p. 75 (attaching Minutes of
the Nevada State Legislature, Joint Senate and Assembly Committees on Judiciary
p.2 (testimony of Attorney General Frankie Sue Del Papa)). To that end, Nevada
employed the law firm of Vargas and Bartlett, under the guidance of corporate
lawyer John Fowler, to study the then existing Nevada corporate law, evaluate it
in many respects and then propose changes along with explanations of those
changes. Id. As a result of this review, Vargas and Bartlett proposed adoption
of the Nevada Business Combinations statute, Nev. Rev. Stat. Sections
78.411-78.444. The purpose of this statute was "to encourage those wishing to
acquire corporations to negotiate with the board of directors of the corporation
before attempting to do so" and to allow the directors "to consider the
interests of employees, suppliers and their communities as well as the
long-range prospects of the company when making corporate decisions." Testimony
of John P. Fowler May 7, 1991, p.4-5. Thus, "[g]iven time permitted by the more
measured approach required by the 'business combination' statute, the board of
directors can then make calm and deliberate long-range decisions which Nevada
corporations, and our economy as a whole,

<PAGE> 21

most emphatically need." Id. (emphasis added).(8) With these comments in mind,
the Nevada legislature proceeded to adopt the Nevada Business Combinations
statute.

While a more exhaustive discussion of the reasons that underlie the Nevada
Corporate law will await another day, it is worth noting that CAI's lawsuit
seeks to accomplish exactly what the Nevada legislature sought to avoid: a quick
and ill considered rush to the shareholders with a hostile tender offer.

B. NEVADA'S DIRECTOR REMOVAL STATUTE APPLIES TO CAI'S ATTEMPT TO UNSEAT CSC
DIRECTORS.

CAI states that it intends to remove the entire Board of Directors of CSC.
CAI Brief at 12. Under Nevada General Corporation Law section 78.335(l), "[a]ny
director may be removed from office by the vote of the stockholders representing
two-thirds of the outstanding voting power." Nev. Rev. Stat. Section 78.335(l).
However, there is an exception to the foregoing rule that exists for
corporations which have cumulative voting -- such as CSC.(9) In such cases, no
director may be removed "except upon the vote of stockholders owning sufficient
shares to have prevented his election to office in the first instance." 10 Nev.
Rev. Stat. Section 78.335(l)(a). The effect of this provision is to require
ninety percent (90%) of the shareholders votes plus one to remove a
director.(11)

- ----------
(8) Indeed, the intent of Nevada law was put into focus by opponents of
the statute ultimately adopted. In opposition to the Vargas and
Bartlett authored revisions, Mark Goldstein wrote to the Nevada
Legislature arguing that statutes that slow down the merger process
"cause investors to shun stock. A stock purchaser may buy shares
expecting to profit from the sale of the company. The company will
not be sold and the stock purchaser will lose money. The purchaser
will not buy shares in state with laws that discourage these types
of profits. Legislative History of 91-4 A.B. 655 of the 66th Session
of the Nevada Legislature p. 102. Notwithstanding Mr. Goldstein's
admonition that the new law would "slow down" the merger process and
deter buyers looking for a quick profit in Nevada companies, the
Nevada legislature adopted the statute.

(9) CSC's Articles of Incorporation provide for cumulative voting. CSC
Articles, Article Fourth, "Cumulative Voting."

(10) This provision is included almost verbatim in CSC's Bylaws. CSC
Bylaws Art. III, Section 2.

(11) The process of cumulative voting allows a shareholder to
"accumulate" the number of votes he or she would be permitted to
cast in favor of or against all directors, and instead vote them for
or against a single director or in any manner he or she wishes. For
example, [Footnote continued on next page]

<PAGE> 22

CAI's proposal to remove directors from CSC's board must satisfy the
cumulative-voting removal provision set forth in section 78.335(l)(a). The
two-thirds voting standard for companies without cumulative voting set forth in
section 78.335(l) does not apply. Undaunted by the plain language of the
statute, CAI suggests that this provision should not be applied and asks this
Court to judicially amend the director removal statute. This Court should
decline CAI's invitation to substitute CAI's version of corporate wisdom for
that of the Nevada Legislature.

C VACANCIES ON THE BOARD OF DIRECTORS MAY NOT BE FILLED BY THE WRITTEN
CONSENT OF THE STOCKHOLDERS.

CAI requests a declaration that a majority of CSC's stockholders may fill
vacancies on the CSC Board and that they may do so pursuant to an action by
written consent. While it is true that CSC's stockholders have the authority,
which they share with the remaining Board members, to fill Board vacancies
resulting from removals, CAI's argument that the stockholders may fill such
vacancies by written consent is clearly contradicted by the plain language of
CSC's Bylaws.

CAI's argument that stockholders may fill Board vacancies by written
consent is based on its interpretation of Article II, Section 10 of CSC's
Bylaws. Prior to its amendment, Article II, Section 10 provided that "[a]ny
action, EXCEPT ELECTION of DIRECTORS, which may be taken by a vote of the
stockholders at a meeting, may be taken without a meeting and without notice if
authorized by the written consent of stockholders holding at least three-fourths
of the voting power" (emphasis added). CAI strains to interpret this provision
to mean that CSC's stockholders may take any action by written consent if at
least 75% of the voting shares are obtained, except that to elect directors the
written consent of only 50% of the voting shares is required. This
interpretation of Article II, Section 10 ignores the plain meaning of the
provision, which clearly carves out the election of directors from stockholder
actions that can be taken by written consent.

- ----------
[Footnote continued from previous page] under cumulative voting, a holder of one
share of CSC stock in an election of nine directors could either (i) cast all
nine votes for or against any one director; (ii) cast one vote for or against
each of the nine directors; or (iii) split the nine votes among various
directors in any way he or she chooses.

<PAGE> 23

D. CSC HAS THE AUTHORITY TO SELECT THE RECORD DATE FOR CAI'S SOLICITATIONS.

Prior to 1991, section 78.350(3) of the Nevada Revised Statutes granted
statutory authority to a board to set the record date for solicitation of
written consents. CAI claims that the Nevada legislature's repeal of subsection
3 of Section 78.350 "specifically removed [CSC's] power to set record dates for
solicitations of written consents and agent designations." CAI Brief at 25. The
absence of a specific statutory grant of authority, however, does not limit
CSC's power to set record dates for solicitations. A respected treatise on
Nevada corporation law specifically refers to section 78.350(3) and concludes
that "In the absence of these statutory rules, the bylaws should make provision
for the fixing of record dates. There appears no reason why the bylaws could not
include substantially similar rules to the former statutory provisions." Keith
P. Bishop, Nevada Corporation Law & Practice 119 (1994 Supp.). Thus, consistent
with previous section 78.350(3), Article 5, Section 5(b)-(c) of CSC's bylaws
validly empowers the board to set the record date for written consents and agent
designations. See also Nev. Rev. Stat. Section 78.120 (stating that statutory
provision act as limitation, not affirmative grants, on board of directors'
power to administer the affairs of the corporation).

E. CSC'S PRIOR BYLAWS REQUIRED WRITTEN CONSENT OF THREE FOURTHS OF ISSUED
AND OUTSTANDING SHARES TO AMEND THE BYLAWS.

Prior to amendment on February 18, 1998, amendment of the CSC Bylaws by
written consent required written consent from the holders of at least
three-fourths of the issued and outstanding shares of common stock. Article II
Section 10 of the Old Bylaws provided that any action that stockholders could
take at a meeting of the stockholders, except for the election of directors,
"may be taken without a meeting and without notice if authorized by the written
consent of stockholders holding at least three-fourths of the voting power."
CAI incorrectly interprets this section as merely providing a "general
authorization" for shareholder action by written consent of three-fourths of the
voting shares "if there is no more specific provision for shareholder action by
written consent." CAI Brief at 15. In fact, this section provided no exceptions
to the three-fourths requirement for any action by written consent (except for
the election of directors, which can not

<PAGE> 24

be done by written consent at all); therefore, this section governed all actions
to be done by written consent.

Article VIII Section 1 of the CSC Bylaws previously provided that the
bylaws may be amended by the stockholders "by the affirmative vote or written
consent of a majority of the outstanding voting shares of this corporation,
except as otherwise provided . . . elsewhere in these Bylaws." This section,
when read alone, might appear to allow amendments to the bylaws by written
consent of the holders of only a majority of the outstanding shares; however,
this section specifically limited the general power to amend by stating that
other sections of the bylaws might provide different requirements that must
instead be followed. Thus, this section is subordinate to, and must be read in
conjunction with, any section of the bylaws that imposed different and
controlling requirements, and, in this instance, Article II Section 10 of the
bylaws is a section that imposed different and controlling requirements by
requiring, without exception, that actions by written consent must be authorized
by holders of three-fourths of the outstanding shares.

F. THE CSC BOARD HAS THE RIGHT TO DETERMINE THE DATE OF THE ANNUAL MEETING.

Nevada corporate law grants a board of directors the "authority to set the
date, time and place for the annual meeting of stockholders." Nev. Rev. Stat.
Section 78.330(l). Similarly, Art. II, Section 2, as amended, of CSC's bylaws
states that "[a]nnual meetings of the stockholders shall be held at such time
and dates as the Board of Directors shall determine. CAI asks this Court to
ignore this plain language and to force the CSC Board to schedule an annual
meeting in August.

CAI arrives at its conclusion that an annual meeting must be held in
August through yet another tortured interpretation of the superseded version of
Art. II, Section 2 which provided in relevant part:(12)

- ----------
(12) The current version of Art. II, Section 2 is clear that the Board has the
authority to set the time and date for the annual meeting. It is not tied
to any specific date. But even under the previous version of Art. II,
Section 2, CSC's Board was the ultimate authority on when to hold an
annual meeting.

<PAGE> 25

[a]n annual meeting of the stockholders shall be held on the second Monday
in August, if not a legal holiday, and if a legal holiday, then on the
next secular day following at 2:00 p.m., OR at such other time and date
as the Board of Directors shall determine.

(emphasis added). According to CAI, this bylaw purportedly means that CSC's
Board only has the authority to schedule the date of the annual meeting in the
limited instance when the second Monday in August is a legal holiday. (Complaint
at paragraph 38). This argument is fanciful at best.

CAI disregards basic rules of grammar. The language in Art. II, Section 2,
"if not a legal holiday, and if a legal holiday, then on the next secular day
following at 2:00 p.m.," is a series of dependent clauses occurring within a
sentence. As such, it must always be set-off by commas when it interrupts the
flow of the sentence. William Strunk Jr. & E.B. White, The Elements of Style 2
(3rd. ed. 1979). The comma after "2:00 p.m." indicates the end of the dependent
clauses and the resumption of the main thought of the sentence. Id. The result
is that an annual meeting can be held either in August or at such other time and
date as the Board determines.

The conclusion that the Board has the authority to set the date of the
annual meeting is reinforced by the case law. See, e.g., Hilton Hotels Corp. v.
ITT Corp., 962 F. Supp. 1309, 1310-11 (D. Nev. 1997), aff'd 116 F.3d 1485 (9th
Cir. 1997). In Hilton, Hilton made a hostile tender offer and sought a
preliminary injunction requiring the target, ITT Corp., to hold its annual
meeting in May. ITT responded that it retained the discretion to set a later
date, even if the decision to set the later date was in response to Hilton's
tender offer. In denying Hilton's motion, the court noted that Nevada law did
not require that ITT's annual meeting be conducted on a specific date. Id. at
1309. According to the court, section 78.345 requires only that an annual
meeting occur not later than 18 months after the last annual meeting. Id. at
1310. Thus, Nevada's corporation law sets the outer limit of time that may pass
between annual meetings, but it does not set the specific date the annual
meeting must occur within this 18 month period.(13) That decision is

- ----------
(13) CSC's Board has not yet scheduled a date and time for the annual meeting
nor has 18 months passed since the last annual meeting.

<PAGE> 26

left to the Bylaws and the Board of Directors of a corporation. Nev. Rev. Stat.
Section 78.330(l). Here, even under the old version of Art. II, Section 2, it is
clear that CSC's Board determines the date of the annual meeting and only if the
Board does not exercise that discretion does August become the date for the
meeting.

VI.
CONCLUSION

For the foregoing reasons, CSC respectfully requests that this Court grant
expedited treatment to the portions of the Complaint now on file that are not
moot and enter an order: (1) granting expedited treatment of the SEC Filings
Claims; (2) setting February 26, 1998 as the date for the filing of any amended
complaint by CAI; (3) shortening the time periods applicable under Federal Rule
of Civil Procedure 34; (4) setting March 6, 1998 as the date by which CAI will
serve documents responsive to CAI's request; (5) granting CSC leave to notice in
excess of ten depositions; and (6) setting a briefing schedule for CAI's motion.

DATED: February ,1998.
--------

WAYNE W. SMITH
JOSEPH P. BUSCH, III
DAVID A. BATTAGLIA
THOMAS S. JONES
ELIZABETH A. WARKE
GIBSON, DUNN & CRUTCHER LLP

C. STANLEY HUNTERTON
TERRY JOHN CARE
HUNTERTON & ASSOCIATES

By:
---------------------------------
Terry John Care

Attorneys for Defendant
COMPUTER SCIENCES CORPORATION

<PAGE> 1

EXHIBIT (c)(11)

SCHRECK MORRIS COPY
STEVE MORRIS RECEIVED
MATTHEW MCCAUGHEY AND FILED
1200 Bank of America Plaza Feb 23 1:08 PM '98
300 South Fourth Street
Las Vegas, Nevada 89101 LANCE S. WILSON
(702) 474-9400 CLERK

HOWARD, DARBY & LEVIN By______________________
C. WILLIAM PHILLIPS DEPUTY
1330 Avenue of the Americas
New York, New York 10019
(212) 941-1000

Attorneys for Plaintiff
Computer Associates International Inc.

UNITED STATES DISTRICT COURT

DISTRICT OF NEVADA

COMPUTER ASSOCIATES
INTERNATIONAL, INC.,

Plaintiff,

COMPUTER SCIENCES CORPORATION, CV-S-98-00278-LDG
IRVING W. BAILEY, HOWARD P. ALLEN,
JAMES R. MELLOR, WILLIAM P. RUTLEDGE, (RLH)
WARREN MCFARLAN, THOMAS A.
MCDONNELL, RICHARD C. LAWTON, LEON J. SUPPLEMENTAL
LEVEL, WILLIAM R. HOOVER and AND AMENDED
VAN B. HONEYCUTT, COMPLAINT

Defendants.

For its Supplemental and Amended Complaint, plaintiff Computer Associates
International, Inc. ("Computer Associates"), by its counsel, alleges upon
knowledge with respect to itself and its own acts, and upon information and
belief as to all other matters, as follows:

<PAGE> 2
Nature of Action

1. On February 17, 1998, Computer Associates announced a tender offer for
all of the outstanding stock of defendant Computer Sciences Corporation ("CSC"
and the "Company") at a price of $108 per share in cash, an aggregate price of
more than $9 billion for the Company (the "'Tender Offer"). The $108 cash offer
represents a significant premium to current and historical CSC prices and has
been enthusiastically received by investors, who bought up the stock after the
Tender Offer was announced.

2. On February 17, Computer Associates also filed preliminary materials
with the Securities and Exchange Commission (the "SEC") to solicit written
consents, agent designations and proxies (the "Proxy Solicitation"), among other
purposes, to replace CSC's Board of Directors (the "Board"). In addition,
Computer Associates commenced this lawsuit and moved the Court for an expedited
declaration that the then-existing CSC Bylaws (the "Bylaws") permit CSC
shareholders to replace the Board. These actions each provide a means for CSC
shareholders to decide for themselves whether they want to accept Computer
Associates' offer.

3. On February 18 - the day after Computer Associates announced and
commenced the Tender Offer and the Proxy Solicitation - the CSC Board amended
the Bylaws to change each and every Bylaw relied upon by Computer Associates in
its Proxy Solicitation (the "Amendments"). In violation of the express term of
the Bylaws, the Board even amended the requirements for shareholder-initiated
amendments of the Bylaws. The next day, the Board rejected the Tender Offer but
deliberately withheld information material to its shareholders in violation of
the federal securities laws.

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<PAGE> 3

4. By purporting to remake the Bylaws overnight, CSC seeks to deprive CSC
shareholders of their rights to remove the Board by written consent, to amend
the Bylaws, and to call a special shareholders' meeting. The overnight bylaw
changes attempt to bar the very actions for which Computer Associates seeks
shareholder approval in its Proxy Solicitation. The Board also amended the
Bylaws to permit it, in its sole discretion, to delay the annual shareholders'
meeting for another six months, until at least February 1999. In the event that
Computer Associates overcomes these transparent entrenchment devices, the Board
adopted rich severance packages for top management

5. The Board was fully aware of Computer Associates' Tender Offer and
Proxy Solicitation materials and acted for the primary purpose of
disenfranchising CSC shareholders to protect their own positions. The Amendments
are unauthorized and illegal, in breach of the Bylaws, Nevada law and the
directors' fiduciary duties. The Board has acted to entrench management at the
expense of the shareholders' basic rights to remove them. The timing of the
Amendments - immediately following the announcement of the Tender Offer and
campaign to remove the Board - confirms the Board's purpose to entrench the
directors and top management. The fact that CSC seeks to amend the Bylaws
confirms the validity of Computer Associates' interpretation of the
pre-amendment Bylaws in its campaign to replace the Board.

6. Computer Associates brings this action for emergency relief to redress
the Board's wrongful and illegal conduct Computer Associates seeks emergency
declaratory relief to void the Amendments to the Bylaws and to determine
definitively the legality of its Proxy Solicitation. Computer Associates also
seeks an injunction against the use of the

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<PAGE> 4

"poison pill" and other anti-takeover measures, and any other actions taken for
the primary purpose of entrenching CSC directors and management.

Parties

7. Plaintiff Computer Associates is a Delaware corporation with its
principal executive offices in Islandia, New York. Through a subsidiary,
Computer Associates is the beneficial holder of 170,000 shares of CSC common
stock. Computer Associates is a leading designer and developer of standardized
computer software products for use with desktop, midrange and mainframe
computers. Its products include a broad range of business software used in
systems management, information management, the development of financial, human
resource, manufacturing, distribution and banking systems applications, and
desktop computer software.

8. Defendant CSC is a Nevada corporation with its principal executive
offices in El Segundo, California. CSC is a leader in the information technology
services industry. CSC specializes in the application of advanced and complex
information technology - including the software developed by Computer Associates
- - and offers an array of professional services to industry and government.

9. Defendants Irving W. Bailey, Howard P. Allen, James R. Mellor,
William P. Rutledge, Warren McFarlan, Thomas A. McDonnell and Richard C. Lawton
are Directors of CSC.

10. Defendant Leon J. Level is a Director of CSC and the Company's Chief
Financial Officer and Vice President.

11. Defendant William R. Hoover is a Director of CSC and the Company's

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<PAGE> 5

former President and Chief Executive Officer.

12. Defendant Van B. Honeycutt is the President and Chief Executive
Officer of CSC, as well as the Chairman of the Company's Board of Directors.

Jurisdiction and Venue

13. This Court has jurisdiction over this action pursuant to 28
U.S.C. Sections 1331 and 1332(a) and 15 U.S.C. Sections 78n(d) & (e)
(Sections 14(d) & (e) of the Securities Exchange Act of 1934
("the Exchange Act")). The amount in controversy is in excess of $75,000.

14. Venue is proper in this District under 28 U.S.C. Sections 1391(b)
and (c).

Background

Computer Associates Offers $9 Billion in Cash for
All CSC Common Stock.

15. In December 1997, Computer Associates contacted CSC's Chairman and
Chief Executive Officer, defendant Van B. Honeycutt, to determine whether CSC
would be interested in pursuing a business combination with Computer Associates.
After meetings and discussions concerning a possible business combination,
Honeycutt reported that CSC declined to pursue such a combination.

16. On February 11, 1998, Computer Associates publicly announced its
offer to acquire CSC in a merger transaction for $108 per share in cash for all
outstanding shares of CSC common stock. Computer Associates conveyed the offer
to CSC's Honeycutt by letter dated February 10, 1998, which noted that the price
represented a premium of nearly 35% over the closing price of CSC's common stock
on the day the parties commenced their discussions in December 1997. As the
letter also noted:

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<PAGE> 6

The combination of [Computer Associates'] strength in software and CSC's
services capabilities, together with our collective personnel, would
create the perfect model for the next generation of information technology
solutions provider that will lead our industry into the next millennium.

17. On February 17, Computer Associates announced its commencement of a
tender offer pursuant to which Computer Associates seeks to acquire all of the
outstanding shares of CSC common stock at $108 per share, for a total value of
more than $9 billion. The Tender Offer is a fully financed, all-cash offer,
available to all CSC shareholders, for all outstanding shares. It is not
"front-end loaded" or otherwise coercive in nature. The Tender Offer provides
CSC shareholders with the opportunity to realize a substantial premium over the
market price of their shares prior to the announcement of the Offer, and is
clearly in the best interests of the shareholders. Computer Associates also
filed with the SEC tender offer materials pursuant to section 14(d)(1) of the
Exchange Act, 15 U.S.C. Section 78n(d)(1), and Regulation 14D promulgated
thereunder. Computer Associates intends, as soon as practicable following
consummation of the Tender Offer, to have CSC merge with a Computer Associates'
subsidiary. By this merger, Computer Associates envisions the creation of a
world-class information technology solutions provider for the twenty-first
century.

18. The Tender Offer is conditioned upon, inter alia, (a) valid tender of
a

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<PAGE> 7
majority of the outstanding shares of CSC common stock; (b) redemption,
invalidation or inapplicability of the CSC "poison pill"; and (c) approval of
the acquisition of shares pursuant to the Nevada Business Combination Statute
(Nev. Rev. Stat. Section 78.411 et seq.), or the inapplicability of the statute.

19. On the same day, Computer Associates filed preliminary solicitation
materials with the SEC, pursuant to section 14(a) of the Exchange Act, 15 U.S.C.
Section 78n(a), and Regulation 14A promulgated thereunder. The Proxy
Solicitation materials solicit (a) consents from CSC shareholders to amend the
Bylaws and to replace a majority of the CSC directors, and (b) agent
designations from CSC shareholders to call a special shareholders meeting to
take such actions.

20. The Tender Offer and second-step merger cannot be consummated unless
the CSC Board - voluntarily or by direction of a court - removes or makes
inapplicable CSC's anti-takeover devices, including its "poison pill" and the
Business Combination Statute. The purpose of Computer Associates' Proxy
Solicitation is to remove the Company's anti-takeover devices, such as its
"poison pill", by removing a sufficient number of directors to designate a
majority of the directors, who will enable the shareholders to decide whether to
accept the Offer. To this end, Computer Associates seeks from CSC shareholders,
inter alia:

(a) the written consent of two-thirds of CSC shareholders to
remove a sufficient number of directors to enable the
shareholders to designate a majority of the Board;

(b) the written consent of a majority of CSC shareholders to fill
the

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<PAGE> 8

vacancies of removed directors with designees who will allow
the shareholders to decide for themselves whether to accept
the Tender Offer;

(c) agent designations to call a special meeting of shareholders
for the purpose of removing directors, should Computer
Associates fail to obtain sufficient written consents to
replace a majority of directors; and

(d) a resolution to ensure that, if Computer Associates fails to
remove sufficient directors by written consent or by a special
meeting, CSC cannot delay its annual meeting to be held in
August 1998, at which meeting the shareholders will vote on
all directors.

21. In this way, CSC shareholders can elect directors who will remove the
impediments and allow the shareholders to decide for themselves whether to
accept Computer Associates' Tender Offer.

22. In the preliminary solicitation materials filed with the SEC, Computer
Associates also seeks to adopt certain anti-entrenchment proposals. These
proposals are designed to take away any discretion the Board arguably has to
delay the Company's Annual Meeting, at which all directors are subject to
election, in the event that the director replacement proposals are not adopted
by a sufficient number of CSC stockholders. For this purpose, Computer
Associates intends to solicit written consents and proxies from CSC
stockholders:

-8-

<PAGE> 9

(b) to adopt a "Stockholder Protection Bylaw" requiring that,
before any defensive action may be authorized by the Board -
including to frustrate the stockholder franchise in deciding
whether to accept the Tender Offer - such action must be
approved (i) at a meeting of the Board attended by each
director then in office, or (ii) by a vote of a majority of
stockholders; and

23. Computer Associates is simultaneously pursuing these alternative
methods to enable CSC stockholders to decide whether to accept the Tender Offer
at the earliest possible date. Thus, in the event that Computer Associates fails
to remove and replace a sufficient number of directors by written consents, then
Computer Associates will call a special stockholders meeting pursuant to Article
II, Section 3. If for any reason it is determined that a special stockholders
meeting is unavailable to achieve these goals, Computer Associates will seek to
replace CSC directors with a majority of directors who support the Offer at the
August CSC annual meeting, and will seek to prevent CSC management from
adjourning that meeting.

Computer Associates Sues to Enforce the Bylaws.

24. Also on February 17, Computer Associates' filed and served a complaint
seeking a declaration that Computer Associates' Proxy Solicitation is
specifically authorized by the Bylaws and by applicable Nevada law. (The Bylaws
are attached as Exhibit 3.) At the

-9-

<PAGE> 10

same time, Computer Associates filed and served a motion to expedite the
declaratory judgment action, accompanied by a memorandum of law, asking the
Court for a prompt determination that its campaign to replace the Board through
written consents or at a special meeting was permitted by the Bylaws.

25. In particular, by its initial complaint, Computer Associates seeks
declarations that:

(a) pursuant to Article VIII, Section 1 of the Bylaws, a vote or
consent of a majority of the outstanding voting shares of CSC
is sufficient to amend the Bylaws;

(b) pursuant to Article II, Section 7 and Article III, Section 2
of the Bylaws, a vote or consent of two-thirds of the
outstanding voting shares of CSC is sufficient to allow
shareholders to designate a majority of the Board;

(c) Computer Associates' proposal to determine the directors to be
removed complies with Article III, Section 2 of the Bylaws and
Section 78.335 of the Nevada Revised Statutes;

(d) pursuant to Article III, Section 2 of the Bylaws and Section
78.335 of the Nevada Revised Statutes, a majority of CSC
shareholders may fill Board vacancies by vote or written
consent;

(e) pursuant to Nevada Revised Statute 78.350, CSC does not have
the authority to set the record date for determining
shareholders entitled to give written consents and agent
designations;

(f) pursuant to Article II, Section 2 of the Bylaws, the upcoming
annual

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<PAGE> 11

meeting of the shareholders must be held on August 11, 1998,
and may not be postponed by the CSC Board to a later date; and

(g) Computer Associates' filings pursuant to Section 14(d)(1) of
the Exchange Act comply with applicable federal law.

26. Computer Associates' initial complaint also sought injunctive relief.
Among other actions, Computer Associates sought to prevent CSC from manipulating
or otherwise subverting the process of corporate democracy by, for example,
adopting amendments to the Bylaws that impair the CSC shareholders' existing
rights to amend the Bylaws. Computer Associates also sought to enjoin CSC from
any action to frustrate the shareholders' ability to call a special shareholders
meeting or from other actions intended to interfere with the shareholder
franchise or otherwise delay the annual meeting.

CSC Snubs the Offer and SEC Disclosure Requirements.

27. CSC rejected the Offer on February 19, 1998. In a press release
headlined "Computer Sciences Corporation Board Rejects Computer Associates'
Unsolicited Acquisition Offer," CSC announced that the Board had unanimously
rejected Computer Associates' "unsolicited acquisition offer" and that CSC would
not enter into negotiations with Computer Associates. (The press release and
accompanying letter are attached as Exhibit 4.) CSC vowed to "use every legal
means necessary to defeat" the Offer.

28. The press release described and attached a letter dated February 19,
1998 from Mr. Honeycutt to Charles Wang, Chairman and Chief Executive Officer of
Computer Associates (the "February 19 Letter"). In that letter, CSC claimed that
Computer Associates' offer - whether at $108 or at $114, a price later
discussed - was unfair and that any "effort to

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<PAGE> 12

combine Computer Sciences and Computer Associates does not make business sense."
(Emphasis added.)

29. In the February Letter, CSC purported to respond only to Computer
Associates' earlier offers, and to reserve its response to the Tender Offer to a
later date. But the text of the Letter, as well as accompanying statements by
CSC executives, expose that pretense: The first subheading in the letter states,
"Your Offer Does Not Represent Fair Value," and states various reasons why $114
per share is not a fair price for CSC. The second subheading proclaims
"Combining CSC and CA Does Not Make Sense," and lists numerous reasons why, in
the opinion of the CSC Board, there would be no strategic benefit to a merger
between Computer Associates and CSC. The Board's purported reasoning is clearly
aimed at Computer Associates' $108 Tender Offer as well.

30. CSC officials acknowledged as much: on February 18, a CSC spokesman
was quoted as saying "that the tender offer document was under review, and while
CSC has 10 business days to formally respond, 'You can look at the letter as a
rejection of the whole idea or concept.'" In a February 19 conference call with
members of the investment Community, Mr. Honeycutt referred to Computer
Associates' offer as "low ball," "at a ridiculous number," and "a joke."

31. CSC has not filed a Schedule 14D-9 regarding Computer Associates'
tender offer, as required by SEC regulations. By breaching its duties under the
federal securities laws, CSC avoids disclosing its basis for rejecting the
Tender Offer and whether it is in discussions with other interested acquirers.
According to news reports, CSC has contacted International Business Machines
Corp., AT&T Corp. and Electronic Data Systems

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<PAGE> 13

Corp. in an attempt to find a "white-knight" bidder to ward off Computer
Associates' Offer. CSC has disclosed none of this information, including the
occurrence of such discussions, to the SEC or the investing public.

The CSC Board Overhauls the Bylaws to Deny its Shareholders the Right to Choose.

32. The day after Computer Associates announced its Tender Offer and
campaign to replace the Board - and the day after Computer Associates filed and
served a memorandum of law explaining precisely the Bylaw authority for its
course - the Board changed the Bylaws. The purpose and effect of the Amendments
is to abolish the shareholders' rights to replace the directors, to call a
special meeting of shareholders and to amend the Bylaws. (The Amended Bylaws are
attached as Exhibit 5.)

33. Specifically, among other changes, the Board amended the Bylaws in the
following ways:

(a) Article VIII, Section 1, which allowed a majority of
shareholders to adopt, amend or repeal bylaws by vote or
written consent, was amended to require a vote or written
consent of 90% of the Company's outstanding shares;

(b) Article III, Section 2, which allowed two-thirds of the
shareholders to remove a director, was amended to increase the
number of votes required to 90% of the Company's outstanding
stock;

(c) Article III, Section 2 was further amended to eviscerate the
power of a majority to remove the number of directors that it
could elect and to

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<PAGE> 14

require that to replace any directors requires the same
percentage of shareholders as a vote to replace all of them;

(d) Article II, Section 3, which allowed a majority of
shareholders to request the Board to call a special meeting,
was amended to eliminate the power of shareholders to call a
special meeting unless the Company has not held a shareholder
meeting in 18 months; and

(e) Article II, Section 2, which provides that the annual meeting
of CSC shareholders - at which all directors are elected - was
to be held on the second Monday in August unless that date is
a legal holiday, was amended to give the Board power to fix
any date for a meeting within the 18 months following the
prior annual meeting.

34. The Board has increased the voting and consent requirements for
shareholder initiatives to a super-majority level - 90% - that is, for all
practical purposes, impossible to achieve. By eliminating the shareholders'
ability to call a special meeting and by effectively precluding shareholder
action to remove the Board, the Board has insulated itself from the wishes of
its shareholders. The Board also gave itself the discretion to delay any
shareholders' meeting at which directors must face re-election, thus lengthening
their terms and discouraging hostile suitors by the extended delay.

First Claim for Relief
(Declaratory Relief)

35. Computer Associates repeats and realleges each of the allegations set
forth in paragraphs 1 through 34 as if fully set forth here.

36. Article VIII of the Bylaws provides:

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<PAGE> 15

Section 1. Stockholder Amendments.

Bylaws may be adopted, amended or repealed by the affirmative vote or
written consent of a majority of the outstanding voting shares of this
corporation, except as otherwise provided by the statutes of Nevada, the
Articles of Incorporation or elsewhere in these Bylaws.

Section 2. Amendments by Board of Directors.

Subject to the right of stockholders as provided in Section 1 of this
Article VIII, Bylaws may be adopted, amended or repealed by the Board of
Directors. (Italics added.)

37. In violation of the plain language of Article VIII, the Amendments
adopted by the Board of Directors purport to increase the number of shareholders
needed to "adopt, amend or repeal" bylaws to holders of 90% of the outstanding
shares. The power of the Board of Directors to amend the Bylaws is expressly
subordinate to the power of a majority of shareholders to adopt, amend or repeal
the Bylaws, as provided in Section 1.

38. The Board of Directors therefore did not have the authority to amend
Article VIII, Section 1 to increase the number of shareholders required to
adopt, amend or repeal the Bylaws. Computer Associates seeks a declaration that
the Amendment adopted by the Board purporting to increase this number to 90% of
the outstanding shares is therefore unauthorized, illegal and to be given no
force or effect.

Second Claim for Relief
(Declaratory Relief)

39. Computer Associates repeats and realleges each of the allegations, set
forth in paragraphs 1 through 38 as if fully set forth here.

40. Nevada Revised Statutes Section 78.335 provides that "[a]ny director

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<PAGE> 16

may be removed from office by the vote of stockholders representing not less
than two-thirds of the voting power" of the outstanding stock. The statute also
provides that the articles of incorporation may require the concurrence of a
greater percentage to remove a director.

41. The Board has amended Article III, Section 2 to require the vote of
90% of the outstanding shareholders to remove directors. The CSC articles of
incorporation neither contain nor authorize any such requirement.

42. The Board of Directors therefore did not have the authority to amend
Article III, Section 2 of the Bylaws to increase the number of shareholders
required to remove directors. This change can only be accomplished by an
amendment to the articles of incorporation. By purporting to amend the Bylaws to
increase the requirement, the Board impermissibly seeks to evade the mandate of
Nevada Revised Statute Section 78.390, which requires a shareholder vote to
amend the articles of incorporation.

43. Computer Associates seeks a declaration that the Amendment adopted by
the Board purporting to increase this number to 90% of the outstanding shares is
therefore unauthorized, illegal and to be given no force or effect.

Third Claim for Relief
(Declaratory Relief)

44. Computer Associates repeats and realleges each of the allegations set
forth in paragraphs 1 through 43 as if fully set forth here.

45. The Board of Directors enacted the Amendments in direct response to
Computer Associates' Tender Offer, Proxy Solicitation and lawsuit. The Board of
Directors adopted the Amendments for an improper purpose, to deprive its
shareholders of a full and fair opportunity to decide for themselves whether to
accept the substantial premium offered by

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<PAGE> 17

Computer Associates.

46. The Amendments effectively preclude the CSC shareholders from the
exercise of their franchise, by eliminating powers conferred upon them under the
Bylaws or by increasing to 90% the number of shareholders needed to act, an
impossible requirement. The Board also has usurped for itself the power to call
shareholders meetings, limited only by the outer boundaries of Nevada law.

47. Defendants did not and do not have a compelling justification for
the Amendments. Their adoption was in breach of Nevada law and the fiduciary
duties owed by defendants to CSC shareholders.

48. Computer Associates seeks a declaration that the Amendments are
illegal, null and void.

Fourth Claim for Relief
(Injunctive Relief)

49. Computer Associates repeats and realleges each of the allegations set
forth in paragraphs 1 through 48 as if fully set forth here.

50. CSC is prohibited by Nevada law from amending its Bylaws in any
manner or taking any other action that would have the purpose or effect of
impeding the effective exercise of the stockholder franchise, without compelling
justification.

51. CSC and the director defendants have already, since the filing of this
lawsuit, acted illegally and adopted the Amendments, which seek unjustifiably to
disenfranchise the CSC shareholders.

52. Any further efforts by CSC or the director defendants:

(a) to amend the CSC Bylaws in any way that would impede the effective

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<PAGE> 18

exercise of the stockholder franchise;

(b) to materially delay the conduct of the 1998 CSC annual meeting; or

(c) to prevent the stockholders from replacing the existing CSC
directors by written consent, at a special meeting, or at the 1998
annual meeting;

would similarly be illegal.

53. Computer Associates has no adequate remedy at law. Accordingly,
Computer Associates requests that CSC and the director defendants be enjoined
from taking any actions (1) to disenfranchise the CSC shareholders or (2)
improperly frustrate Computer Associates' Tender Offer and Proxy Solicitation.

Fifth Claim for Relief
(Declaratory Relief)

54. Computer Associates repeats and realleges each of the allegations
set forth in paragraphs 1 through 53 as if fully set forth here.

55. Computer Associates seeks a declaration that the Bylaws in effect on
February 16, 1998, are still the operative bylaws of the Company.

56. As described in materials filed with the SEC, Computer Associates
seeks written consents and proxies from the holders of two-thirds of the
outstanding CSC voting shares to replace a sufficient number of CSC directors to
designate a majority of the Board. Computer Associates also intends to solicit
consents from CSC shareholders to amend the CSC Bylaws. Computer Associates
seeks a declaration that it may amend the Bylaws by the vote or written consent
of a majority of shareholders.

57. Nevada law is silent about the record date for actions by written
consents or agent designations.

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<PAGE> 19

58. Computer Associates seeks to increase the number of authorized
directors to 15. Computer Associates also has proposed to CSC shareholders that
the determination of the directors to be removed should be made, in the first
instance, by the Board, but if the Board fails or refuses to do so within one
week of the adoption of the proposal, then directors would be removed according
to the votes at the last annual meeting, with the directors receiving the fewest
votes being the first to be removed.

59. Computer Associates also seeks a declaration that under the Bylaws and
Nevada law, Computer Associates may proceed with its Proxy Solicitation outlined
above. Specifically, Computer Associates seeks a declaration that:

(a) the CSC shareholders may amend the Bylaws by the vote or written
consent of a majority of stockholders (pursuant to Article VII,
Section 1 of the Bylaws);

(b) holders of two-thirds of the outstanding CSC voting shares have the
power to remove a majority of the CSC directors by vote or written
consent (pursuant to Article III, Section 2 of the Bylaws and
Section 78.335 of the Nevada Revised Statutes);

(c) the CSC shareholders may designate, by vote or written consent,
directors to fill the vacancies of removed directors or additional
seats on the Board (pursuant to Article II, Section 7 and Article
III, Section 2 of the Bylaws and Section 78.335 of the Nevada
Revised Statutes);

(d) Nevada Revised Statutes Section 78.350 does not allow CSC to set the

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<PAGE> 20

record date for determining shareholders entitled to give written
consents and agent solicitations;

(e) Computer Associates' shareholder resolution to the effect that,
vacancies caused by the removal of directors should be filled, in
the first instance, by the Board and then according to the votes at
the last annual meeting, with the directors receiving the fewest
votes being the first to be removed (pursuant to Article III,
Section 2 of the Bylaws and Section 78.335 of the Nevada Revised
statutes) is legal; and

(f) a majority of the CSC shareholders may, by vote or written consent,
repeal or amend any Bylaws adopted by the Board after February 1,
1998.

Sixth Claim for Relief
(Declaratory Judgment)

60. Computer Associates repeats and realleges each of the allegations set
forth in 1 through 59 as if fully set forth here.

61. Section 78.330 of the Nevada Revised Statutes provides that the bylaws
of a corporation may set the date, time and place for the annual meeting of the
shareholders.

62. Article II, Section 2 of the Bylaws provides, that "[a]nnual meetings
of the shareholders shall be held on the second Monday in August, if not a legal
holiday, and if a legal holiday, then on the next secular day following at 2:00
p.m., or at such other time and date as the Board of Directors shall determine.

63. Because August 10, 1998, is not a legal holiday, the CSC Board lacks
the

-20-

<PAGE> 21

authority to alter the meeting date. Under the applicable Bylaw, such authority
exists only if the second Monday in August is a legal holiday. Accordingly,
Computer Associates seeks a declaratory judgment that the annual meeting must be
held on August 10, 1998.

Seventh Claim for Relief
(Injunctive Relief)

64. Computer Associates repeats and realleges each of the allegations set
forth in paragraphs 1 through 63 as if fully set forth here.

65. CSC has armed itself with a number of anti-takeover provisions,
including a shareholders "rights plan," better known as a "poison pill." CSC's
"poison pill" if not redeemed, rendered inapplicable or invalidated, will block
Computer Associates' Offer and deprive CSC shareholders of the opportunity to
sell their stock at a price substantially above the prevailing market rate.

66. CSC also has the anti-takeover protections of the Business Combination
Statute. Under the Business Combination Statute, a third parry like Computer
Associates that acquires 10% or more of the voting power of CSC's stock cannot
engage in a business combination with CSC for three years, unless the
acquisition of the shares or the business combination is approved by the Board
in advance, the stockholder receives approval for the business combination from
a majority of the disinterested shares, or the Tender Offer meets certain fair
price criteria. The Business Combination Statute, if not rendered inapplicable
or invalidated, may block the Tender Offer and deprive CSC shareholders the
opportunity to sell their stock at a price substantially above the prevailing
market rate.

67. The effect of then anti-takeover mechanisms is to frustrate and to
impede the ability of CSC shareholders to decide for themselves whether to
receive the

-21-

<PAGE> 22

benefits of the Offer and proposed second-step merger. These devices
unreasonably and inequitably frustrate and impede the ability of Computer
Associates to consummate the Tender Offer and merger proposal. The failure of
CSC and its board to redeem the CSC "poison pill" and to adopt a resolution
approving the Tender Offer for purposes of the Business Combination Statute
constitutes a breach of their fiduciary duty and thus a violation of Nevada law.

68. Computer Associates has no adequate remedy at law. Accordingly,
Computer Associates requests that defendants be enjoined to redeem the "poison
pill" and to approve the Tender Offer for purposes of the Business Combination
Statute.

Eighth Claim For Relief
(Injunctive Relief)

69. Computer Associates repeats and realleges each of the allegations set
forth in paragraphs 1 through 68 as if fully set forth here.

70. By their press release and letter dated February 19, 1998, defendants.
recommended that the CSC shareholders reject the Tender Offer. The CSC Board has
stated that $108 (or even $114) is not a fair share price, and that it
believes there are no strategic benefits to a combination with Computer
Associates.

71. Defendants recommendation violates Section 14(d) of the Exchange
Act and SEC Rule 14d-9, which sets forth detailed regulations governing a
recommendation to stockholders by a target with respect to a tender offer.
The Rule provides that any recommendation by a target concerning a tender offer
must be made in a Schedule 14D-9, an SEC form, which must be both filed with the
SEC and served on the offerer "as soon as practicable on the date" the
recommendation is published.

-22-

<PAGE> 23

72. The Schedule 14D-9 lists the information that the target must disclose
to its shareholders in connection with making a recommendation with respect to a
tender offer. For example, Item Seven of the Schedule requires the target to
list negotiations with respect to the tender offer, so that the shareholders may
evaluate the Board's recommendation with the awareness of possible alternatives
to the offer that the target is considering. This information enables the
shareholders to compare the value of the tender offer to the value of
alternative transactions.

73. Defendants have not filed a Schedule 14D-9, nor disclosed the
information required thereby. CSC is in violation of Section 14(d) of the
Exchange Act and SEC Rule 14d-9.

74. Computer Associates has no adequate remedy at law. Accordingly,
Computer Associates seeks to enjoin defendants from further communications with
CSC shareholders until such time as they have filed a Schedule 14D-9 with the
SEC and disclosed the information required thereby.

Ninth Claim for Relief
(Declaratory Judgment)

75. Computer Associates repeats and realleges each of the allegations set
forth in paragraphs 1 through 74 as if fully set forth here.

76. Section 14(d)(l) of the Exchange Act provides that

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<PAGE> 24

by rules and regulations prescribe as necessary or appropriate in
the public interest or for the protection of investors. All requests
or invitations for tenders . . . shall be filed as part of such
statement and shall contain such of the information contained in
such statement as the Commission may by rules and regulations
prescribe.

These rules and regulations are set forth in Regulation 14D promulgated by the
SEC under the Act.

77. Section 14(e) of the Exchange Act makes it unlawful

for any person to make any untrue statement of a material fact or
omit to state any material fact necessary in order to make the
statements made, in the light of the circumstances under which they
are made, not misleading, or to engage in any fraudulent, deceptive,
or manipulative acts or practices, in connection with any tender
offer ....

78. On February 17, 1998, Computer Associates distributed its tender offer
materials to the CSC stockholders and filed its Schedule 14D-1 statement with
the SEC. Given CSC's actions to oppose and defeat Computer Associates'
acquisition proposal, CSC will mount a section 14(e) challenge to the legality
of Computer Associates' Schedule 14D-1 filing.

79. Accordingly, Computer Associates seeks a declaration that its Schedule
14D-1 complies with applicable federal law and is not subject to attack by the
CSC Board under section 14(e) of the Exchange Act.

WHEREFORE, Computer Associates seeks judgment

(a) Declaring that the Amendments are unauthorized, illegal and of

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<PAGE> 25

no force and effect;

(b) Declaring that the amendments to Article VIII, Section 1,
which purport to require concurrence of 90% of the shareholders to
adopt, amend or repeal a bylaw, are unauthorized, illegal and of no
further force and effect;

(c) Declaring that the amendments to Article III, Section 2,
which purport to require concurrence of 90% of the shareholders to
remove directors, are unauthorized, illegal and of no further force
and effect;

(d) Declaring that a majority of the shareholders may, by vote
or written consent, repeal or amend any Bylaws adopted by the Board
after February 1, 1998;

(e) Enjoining CSC from amending the Bylaws to impede in any
way the effective exercise of the stockholder franchise or to impede
the Offer, including without limitation amendments that impair the
CSC shareholders' existing rights to amend the bylaws and to call a
special shareholders meeting;

(f) Enjoining CSC from refusing to redeem CSC's "poison pill" or
refusing to make the provisions of the Nevada Business Combination
Statute inapplicable to the Tender Offer by declining to approve the
Tender Offer,

(g) Declaring that Article VIII, Section 1 of the Bylaws permits
a vote or consent of a majority of the outstanding voting shares of
CSC to amend the Bylaws;

(h) Declaring that Article II, Section 7 and Article III,
Section 2 of the Bylaws permit Computer Associates, with the vote of
two-thirds of the

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<PAGE> 26

outstanding voting shares of CSC, to remove a sufficient number of
directors to designate a majority of the Board;

(i) Declaring that Computer Associates' proposal to determine
the directors to be removed complies with Article III, Section 2 of
the Bylaws and Section 78.335 of the Nevada Revised Statutes;

(j) Declaring that Article III, Section 2 of the Bylaws and
Section 78.335 of the Nevada Revised Statutes permit a majority of
CSC shareholders to fill vacancies of removed directors or
additional seats on the board by written consent;

(k) Declaring that Nevada Revised Statutes Section 78.350 does
not allow CSC to set the record date for determining shareholders
entitled to give written consents and agent solicitations;

(l) Declaring that, under its Bylaws, the CSC annual meeting
must occur on August 10, 1998;

(m) Enjoining CSC and the director defendants from
communicating with CSC shareholders in any way until a proper
Schedule 14D-9 is filed with the SEC;

(o) Declaring that Computer Associates' Schedule 14D-1
complies with applicable federal law;

(p) Awarding Computer Associates its costs Of suit, including
reasonable attorneys' fees; and

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<PAGE> 27

(q) Granting Computer Associates such other and further relief
as the Court may deem just and proper.

DATED: February 23, 1998
SCHRECK MORRIS

BY /s/ STEVE MORRIS
-------------------------------------
STEVE MORRIS
1200 Bank of America Plaza
300 South Fourth Street
Las Vegas, Nevada 89101
(702) 382-2101

-and-

HOWARD, DARBY & LEVIN
C. William PHILLIPS
1330 Avenue of the Americas
New York, New York 10019
(212) 841-1000

Attorneys for Plaintiff
Computer Associates International, Inc.

-27-

<PAGE> 28

CERTIFICATE OF SERVICE

Pursuant to Fed.R.Civ.P. 5(b), I certify that I am an employee of SCHRECK
MORRIS, and that on this day I deposited for overnight delivery via Federal
Express and by Hand Delivery at Las Vegas, Nevada, a true copy of the following
enclosed which postage was prepaid for overnight delivery: SUPPLEMENTAL AND
AMENDED COMPLAINT

WAYNE W. SMITH VIA FEDERAL EXPRESS
JOSEPH P. BUSCH, III
THOMAS S. JONES
ELIZABETH A. WARKE
GIBSON, DUNN & CRUTCHER, LLP
4 Park Plaza, Suite 1400
Irvine, CA 92614-8557
ATTORNEYS FOR DEFENDANT,
COMPUTER SCIENCES CORP.

DAVID A. BATTAGLIA VIA FEDERAL EXPRESS
MICHELLE H. TREMAIN
ROBYN C. CROWTHER
GIBSON, DUNN & CRUTCHER LLP
333 South Grand Avenue
Los Angeles, CA 80071-3197
ATTORNEYS FOR DEFENDANT,
COMPUTER SCIENCES CORP.

C. STANLEY HUNTERTON HAND DELIVERY
TERRY JOHN CARE
HUNTERTON & ASSOCIATES
300 S. Fourth St., Ste. 1110
Las Vegas, NV 89101
ATTORNEYS FOR DEFENDANT,
COMPUTER SCIENCES CORP

DATED this 23rd day of February, 1998.

By: /s/ Dana K. Provost
--------------------------------------------
An Employee of Schreck Morrris

-28-

<PAGE> 29

EXHIBIT 1

<PAGE> 30
[COMPUTER SCIENCE LOGO]

Letter To Computer Sciences Corporation

Computer Associates Extends Offer To Acquire CSC

- --------------------------------------------------------------------------------

Computer Associates International Inc. ("CA") extended an offer to acquire
Computer Sciences Corporation ("CSC") on February 10th, 1998. Below is a letter
from Mr. Sanjay Kumar, President and Chief Operating Officer, CA, to Mr. Van
Honeycutt, Chairman and CEO, CSC.

See Also:
[ ] Press Release: CA Makes Offer To Acquire CSC

- --------------------------------------------------------------------------------

February 10, 1998

Mr. Van B. Honeycutt
Chairman and CEO
Computer Sciences Corporation
2100 East Grand Avenue
El Segundo, CA 90245

Dear Van,

Charles and I appreciate the significant time you have invested over the last
few months in the discussions that we have had regarding the combination of
Computer Associates International, Inc. ("CA") and Computer Sciences Corporation
("CSC"). However, we are disappointed that CA and CSC have not been able to come
to a final resolution.

Consequently, we are writing to offer to acquire CSC in a merger transaction in
which your stockholders would receive $108 in cash for each share of CSC common
stock. We believe our offer presents an extremely attractive opportunity for
your stockholders, at a price which represents a premium of nearly 35% over the
closing price of CSC's common stock on the day we commenced our discussions in
mid-December. At that time, CSC's stock was trading close to its all-time high.

The CA Board of Directors has unanimously approved this offer. Further, as I
have previously informed you, CA has obtained the necessary financing
commitments to consummate this transaction without delay. As we agreed, the
combination of CA and CSC would create a world-class information technology

<PAGE> 31

solutions provider with unparalleled depth in both software and services. The
combination of CA's strength in software and CSC's services capabilities,
together with our collective personnel, would create the perfect model for the
next generation of information technology solutions provider that will lead our
industry into the next millenium.

As we discussed at our meeting on February 5, and as confirmed by my letter of
February 6:

o We are in agreement on the need and manner of retaining key
managers and employees. We would supply key managers and employees
with employment agreements that will provide them with a strong
incentive to remain with the combined company.

o We are in agreement on providing stock option grants to key
managers and employees. This will allow them to participate in the
success of the combined company, and will further ensure
continuity with respect to the combined company's commitment to
our mutual clients.

o We are in agreement that the CSC organization within the combined
company will be on equal footing to CA's existing product
organization. CA is committed to making sure that all of the
members of the CSC organization are welcomed into the combined
company with open arms.

o We do not expect the combined company to need to reduce any
headcount to achieve the synergies that a transaction of this size
demands. Consequently, as in our last major acquisition of
Cheyenne Software, we anticipate that all of the valuable CSC
employees will be offered positions with the combined company.

o Beyond the absolute level of staffing, we expect to maintain the
current structure of CSC's organization with little change. As we
discussed, it would make sense for the CA part of the combined
company to take over CSC's product development efforts and for
CSC, in turn, to take over CA's service commitments and efforts.
The inherent synergies in this process will allow both the CA and
CSC parts of the combined company to do what they do best.

o We expect to staff new projects with both outside hiring and some
redeployment of existing CA staff. This will allow the combined
company to aggressively seek new services opportunities.

As we have previously discussed, we have conducted an extensive analysis of CSC
based on publicly available information. We believe that CA and CSC may be able
to bridge some of our differences with respect to valuation if CA is given the
opportunity to conduct limited due diligence on CSC's business and operations.
With CSC's cooperation, our due diligence review can be accomplished within a
week.

Our offer is subject to the execution of a mutually satisfactory merger
agreement containing customary terms and conditions. We believe that such an
agreement can be negotiated while we are conducting our due diligence review of
CSC. Our counsel has advised us that an acquisition of CSC by CA should not
encounter regulatory delays.

<PAGE> 32

We look forward to meeting with you to discuss our offer. We are hopeful your
Board will conclude that your stockholders should not be denied the opportunity
to consider our offer. We at CA are determined to take every appropriate action
to pursue this transaction. In view of the importance of this matter, time is of
the essence, and we await your prompt response.

Sincerely,

/s/ Sanjay Kumar

Sanjay Kumar
President and Chief Operating Officer

- --------------------------------------------------------------------------------

Back to the press release

###

<PAGE> 33

EXHIBIT 2

<PAGE> 34
OPEN LETTER TO ALL COMPUTER SCIENCES CORPORATION EMPLOYEES

-----------------------------------------------------------

February 11, 1998

To All CSC Employees,

As you may have already heard, Computer Associates announced this morning
its offer to acquire Computer Sciences Corporation in a merger transaction.

We wanted to take a moment today to reassure you as to CA's intentions. We
are well aware of the value of each and every CSC employee and will offer
every employee a position in the combined company. Therefore, we will not
have any layoffs as a result of a possible merger. In fact, we believe that
CA is the best place to work for any IT professional--we were voted one of
the "Best Places To Work" three years in a row by ComputerWorld and were
recently named one of the 100 Best Companies in America for Working Mothers
in 1997 by Working Mother magazine.

It is our hope that this transaction will be concluded successfully and
quickly, as we are anxious to welcome all CSC employees to the combined
company.

We would also like to take this opportunity to emphasize what we consider
the truly exciting part about this announcement--the incredible potential
that this merger holds for the clients, employees, and shareholders of CA
and CSC. This is a great opportunity for both our organizations. A combined
CA/CSC would radically change the services landscape by creating a truly
unique entity in the IT marketplace today--the only vendor capable of
offering platform-neutral products and services in an integrated,
end-to-end fashion.

CSC's expertise in the areas of management consulting, systems integration,
and outsourcing make it a natural and complementary fit for an organization
like CA, which has never really been in the services business but
increasingly finds that it needs to be. Conversely, CA's years of
experience in software development will add great value to CSC's product
business.

We remain convinced that this is a great deal for both companies, and we
truly believe that the combination of CA and CSC would create a world-class
IT solutions provider with unparalleled depth in both software and
services.

We look forward to having the opportunity to welcome each of you to the CA
family.

Very truly yours,

<PAGE> 35

/s/ Charles B. Wang /s/ Sanjay Kumar

Charles B. Wang Sanjay Kumar
Chairman and Chief Executive Officer President and Chief Operating Officer

-----------------------------------------------------------

Latest CSC Offer Information
<PAGE> 36

EXHIBIT 3

<PAGE> 37

BYLAWS

COMPUTER SCIENCES CORPORATION

As amended November 3, 1997

<PAGE> 38

BYLAWS
OF
COMPUTER SCIENCES CORPORATION

ARTICLE I

OFFICES

Section 1. Principal Office.

The principal office of the corporation in the State of Nevada shall be
in the City of Reno, County of Washoe.

Section 2. Other Offices.

The corporation may also have offices in such other places, both within
and without the State of Nevada, as the Board of Directors may from time to time
determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place of Annual Meetings.

Annual meetings of the stockholders shall be held at the office of the
corporation in the City of El Segundo, State of California or at such other
place, within or without the State of California, as shall be designated by the
Board of Directors.

Section 2. Date of Annual Meetings; Election of Directors.

Annual meetings of the stockholders shall be held on the second Monday
in August, if not a legal holiday, and if a legal holiday, then on the next
secular day following at 2:00 p.m., or at such other time and date as the Board
of Directors shall determine. At such annual meeting, the stockholders of the
corporation shall elect a Board of Directors and transact such other business as
may properly be brought before the meeting.

Section 3. Special Meetings.

Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute or by the Articles of Incorporation, may
be called by the Chairman of the Board, the Board of Directors, or by the
president and shall be called by the president or secretary at the request in
writing of a majority of the Board of Directors or at the request in writing of
stockholders owning a majority in amount of the entire capital stock of the
corporation issued and outstanding and entitled to vote. Such request shall
state the purposes of the proposed meeting and shall be directed to the Chairman
of the Board, the president, the vice president, or the secretary by anyone
entitled to call a special meeting of stockholders.

Section 4. Notices of Meetings.

Notices of meetings of the stockholders shall be in writing and signed
by the president, a vice president, the

<PAGE> 39

secretary, an assistant secretary, or by such other person or persons as the
directors shall designate. Such notice shall state the purpose or purposes
for which the meeting is called and the time when, and the place where, it is
to be held. A copy of such notice shall be either delivered personally or
shall be mailed, postage prepaid, to each stockholder of record entitled to
vote at such meeting not less than ten (10) nor more than sixty (60) days
before such meeting. If mailed, it shall be directed to the stockholder at
his address as it appears upon the records of the corporation and upon such
mailing of any such notice, the service thereof shall be complete, and the
time of the notice shall begin to run from the date upon which such notice is
deposited in the mail for transmission to such stockholder. If no such
address appears on the books of the corporation and a stockholder has given no
address for the purpose of notice, then notice shall be deemed to have been
given to such stockholder if it is published at least once in a newspaper of
general circulation in the county in which the principal executive office of
the corporation is located. An affidavit of the mailing or publication of any
such notice shall be prima facie evidence of the giving of such notice.

Personal delivery of any such notice to any officer of a corporation or
association, or to any member of a partnership shall constitute delivery of such
notice to such corporation, association or partnership. If any notice addressed
to the stockholder at the address of such stockholder appearing on the books of
the corporation is returned to the corporation by the United States Postal
Service marked to indicate that it is unable to deliver the notice to the
stockholder at such address, all future notices shall be deemed to have been
duly given to such stockholder, without further mailing, if the same shall be
available for the stockholder upon written demand of the stockholder at the
principal executive office of the corporation for a period of one year from the
date of the giving of the notice to all other stockholders.

Section 5. Quorum.

The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business, except as otherwise provided by the statutes of Nevada or by the
Articles of Incorporation. Regardless of whether or not a quorum is present or
represented at any annual or special meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present in
person or represented by proxy, provided that when any stockholders' meeting is
adjourned for more than forty-five (45) days, or if after adjournment a new
record date is fixed for the adjourned meeting, notice of the adjourned meeting
shall be given to each stockholder of record entitled to vote at the meeting. At
such adjourned meeting at which a quorum shall be present or represented by
proxy, any business may be transacted which might have been transacted at the
meeting as originally noticed.

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Section 6. Vote Required.

When a quorum is present or represented at any meeting, the holders of a
majority of the stock present in person or represented by proxy and voting shall
decide any question brought before such meeting, unless the question is one upon
which, by express provision of the statutes of Nevada or of the Articles of
Incorporation, a different vote is required, in which case such express
provision shall govern and control the decision of such question. The
stockholders present at a duly called or held meeting at which a quorum is
present may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.

Section 7. Cumulative Voting.

Except as otherwise provided in the Articles of Incorporation, every
stockholder of record of the corporation shall be entitled at each meeting of
the stockholders to one vote for each share of stock standing in his name on the
books of the corporation. At all elections of directors of this corporation,
each holder of shares of capital stock possessing voting power shall be entitled
to as many votes as shall equal the number of his shares of stock multiplied by
the number of directors to be elected, and he may cast all of such votes for a
single director or may distribute them among the number to be voted for or any
two or more of them, as he may see fit. The stockholders of this corporation and
any proxyholders for such stockholders are entitled to exercise the right to
cumulative voting at any meeting held for the election of directors if: (a) not
less than forty-eight (48) hours before the time fixed for holding such meeting,
if notice of the meeting has been given at least ten (10) days prior to the date
of the meeting, and otherwise not less than twenty-four (24) hours before such
time, a stockholder of this corporation has given notice in writing to the
president or secretary of the corporation that he desires that the voting at
such election of directors shall be cumulative; and (b) at such meeting, prior
to the commencement of voting for the election of directors, an announcement of
the giving of such notice has been made by the chairman or the secretary of the
meeting or by or on behalf of the stockholder giving such notice. Notice to
stockholders of the requirements of the preceding sentence shall be contained in
the notice calling such meeting or in the proxy material accompanying such
notice.

Section 8. Conduct of Meetings.

Subject to the requirements of the statutes of Nevada, and the express
provisions of the Articles of Incorporation and these Bylaws, all annual and
special meetings of stockholders shall be conducted in accordance with such
rules and procedures as the Board of Directors may determine and, as to matters
not governed by such rules and procedures, as the chairman of such meeting shall
determine. The chairman of any annual or special meeting of stockholders shall
be designated by the Board of Directors and, in the absence of any such
designation, shall be the president of the corporation.

Section 9. Proxies.

At any meeting of the stockholders, any stockholder may be represented
and vote by a proxy or proxies appointed by an instrument in writing. In the
event that such instrument in writing shall

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<PAGE> 41

designate two or more persons to act as proxies, a majority of such persons
present at the meeting, or, if only one shall be present, then that one shall
have and may exercise all of the powers conferred by such written instrument
upon all of the persons so designated unless the instrument shall otherwise
provide. No such proxy shall be valid after the expiration of six (6) months
from the date of its execution, unless coupled with an interest, or unless the
person executing it specifies therein the length of time for which it is to
continue in force, which in no case shall exceed seven (7) years from the date
of its execution. Subject to the above, any proxy duly executed is not
revoked and continues in full force and effect until (i) an instrument
revoking it or duly executed proxy bearing a later date is filed with the
secretary of the corporation or, (ii) the person executing the proxy attends
such meeting and votes the shares subject to the proxy, or (iii) written
notice of the death or incapacity of the maker of such proxy is received by
the corporation before the vote pursuant thereto is counted.

Section 10. Action by Written Consent.

Any action, except election of directors, which may be taken by a vote
of the stockholders at a meeting, may be taken without a meeting and without
notice if authorized by the written consent of stockholders holding at least
three-fourths of the voting power.

Section 11. Inspectors of Election.

In advance of any meeting of stockholders, the Board of Directors may
appoint inspectors of election to act at such meeting and any adjournment
thereof. If inspectors of election are not so appointed, or if any persons so
appointed fail to appear or refuse to act, then, unless other persons are
appointed by the Board of Directors prior to the meeting, the chairman of any
such meeting may, and on the request of any stockholder or a stockholder proxy
shall, appoint inspectors of election (or persons to replace those who fail to
appear or refuse to act) at the meeting. The number of inspectors shall not
exceed three.

The duties of such inspectors shall include: (a) determining the number
of shares outstanding and the voting power of each, the shares represented at
the meeting, the existence of a quorum, and the authenticity, validity and
effect of proxies; (b) receiving votes, ballots or consents; (c) hearing and
determining all challenges and questions in any way arising in connection with
the right to vote; (d) counting and tabulating all votes or consents and
determining the result; and (e) taking such other action as may be proper to
conduct the election or vote with fairness to all stockholders. In the
determination of the validity and effect of proxies, the dates contained on the
forms of proxy shall presumptively determine the order of execution of the
proxies, regardless of the postmark dates on the envelopes in which they are
mailed. The inspectors of election shall perform their duties impartially, in
good faith, to the best of their ability and as expeditiously as is practical.
If there are three inspectors of election, the decision, act or certificate of a
majority is effective in all respects as the decision, act or certificate of
all. Any report or certificate made by the inspectors of election is prima facie
evidence of the facts stated therein.

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ARTICLE III

DIRECTORS

Section 1. Number of Directors.

The exact number of directors which shall constitute the whole Board
shall be nine (9), all of whom shall be at least 18 years of age. The authorized
number of directors may from time to time be increased to not more than fifteen
(15) or decreased to not less than three (3) by resolution of the directors of
the corporation amending this section of the Bylaws. The directors shall be
elected at the annual meeting of the stockholders, but if for any reason the
directors are not elected at the annual meeting of the stockholders, they may be
elected at any special meeting of the stockholders which is called and held for
that purpose. Except as provided in Section 2 of this Article III, each director
elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

Section 2. Vacancies.

Vacancies, including those caused by (i) the death, removal, or
resignation of directors, (ii) the failure of stockholders to elect directors at
any annual meeting, and (iii) an increase in the number of directors, may be
filled by a majority of the remaining directors though less than a quorum. When
one or more directors shall give notice of his or their resignation to the
Board, effective at a future date, the acceptance of such resignation shall not
be necessary to make it effective. The Board shall have power to fill such
vacancy or vacancies to take effect when such resignation or resignations shall
become effective, each director so appointed to hold office during the remainder
of the term of office of the resigning director or directors. The Board of
Directors may remove any director for cause. Any director may be removed from
office by the vote or written consent of stockholders of the corporation
representing not less than two-thirds (2/3) of its issued and outstanding
capital stock entitled to voting power. The provisions in the preceding sentence
notwithstanding, no director of this corporation shall be removed from office
under the provisions of this section except upon the vote or written consent of
stockholders owning sufficient shares to have prevented his election to office
in the first instance.

Section 3. Authority.

The business of the corporation shall be managed and all corporate
powers shall be exercised by or under the direction of the Board of Directors.

Section 4. Meetings.

The Board of Directors of the corporation may hold meetings, both
regular and special, at such place, either within or without the State of
Nevada, which has been designated by resolution of the Board of Directors. In
the absence of such designation, meetings shall be held at the office of the
corporation in the City of El Segundo, State of California.

Section 5. First Meeting.

The first meeting of the newly elected Board of Directors shall be held
immediately following the annual meeting of the stockholders and no notice of
such meeting to the newly elected directors shall be necessary in order legally
to constitute a meeting, provided a quorum shall be present.

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Section 6. Regular Meetings.

Regular meetings of the Board of Directors may be held without notice at
such time and place as shall from time to time be determined by the Board.

Section 7. Special Meetings.

Special meetings of the Board of Directors may be called by the Chairman
of the Board, or the president and shall be called by the president or secretary
at the written request of two directors. Notice of the time and place of special
meetings shall be given within 30 days to each director (a) personally or by
telephone or telegraph, in each case at least three (3) days prior to the
holding of the meeting, or (b) by mail, charges prepaid, addressed to him at his
address as it is shown upon the records of the corporation or, if it is not so
shown on such records and is not readily ascertainable, at the place at which
the meetings of the directors are regularly held, at least three (3) days prior
to the holding of the meeting. Notice by mail shall be deemed to have been given
at the time a written notice is deposited in the United States mails, postage
prepaid. Any other written notice shall be deemed to have been given at the time
it is personally delivered to the recipient or is delivered to a common carrier
for transmission, or actually transmitted by the person giving the notice by
electronic means, to the recipient. Oral notice shall be deemed to have been
given at the time it is communicated, in person or by telephone or wireless, to
the recipient or to a person at the office of the recipient who the person
giving the notice has reason to believe will promptly communicate it to the
recipient. Any notice, waiver of notice or consent to holding a meeting shall
state the time, date and place of the meeting but need not specify the purpose
of the meeting.

Section 8. Quorum.

Presence in person of a majority of the Board of Directors, at a meeting
duly assembled, shall be necessary to constitute a quorum for the transaction of
business and the act of a majority of the directors present and voting at any
meeting, at which a quorum is then present, shall be the act of the Board of
Directors, except as may be otherwise specifically provided by the statutes of
Nevada or by the Articles of Incorporation. A meeting at which a quorum is
initially present shall not continue to transact business in the absence of a
quorum.

Section 9. Action by Written Consent.

Unless otherwise restricted by the Articles of Incorporation or by these
Bylaws, any action required or permitted to be taken at any meeting of the Board
of Directors may be taken without a meeting if a written consent thereto is
signed by all members of the Board. Such written consent shall be filed with the
minutes of proceedings of the Board of Directors.

Section 10. Telephonic Meetings.

Unless otherwise restricted by the Articles of Incorporation or these
Bylaws, members of the Board of Directors or of any committee designated by the
Board of Directors may participate in a meeting of the Board or committee by
means of a conference telephone network or a similar communications method by
which all persons participating in the meeting can hear each other.
Participation in a meeting pursuant to the preceding sentence constitutes
presence in person at such meeting.

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Section 11. Adjournment.

A majority of the directors present at any meeting, whether or not a
quorum is present, may adjourn any directors' meeting to another time, date and
place. If any meeting is adjourned for more than twenty-four (24) hours, notice
of any adjournment to another time, date and place shall be given, prior to the
time of the adjourned meeting, to the directors who were not present at the time
of adjournment. If any meeting is adjourned for less than twenty-four (24)
hours, notice of any adjournment shall be given to absent directors, prior to
the time of the adjourned meeting, unless the time, date and place is fixed at
the meeting adjourned.

Section 12. Committees.

The Board of Directors may, by resolution passed by a majority of the
whole Board, designate one or more committees of the Board of Directors. Such
committee or committees shall have such name or names, shall have such duties
and shall exercise such powers as may be determined from time to time by the
Board of Directors.

Section 13. Committee Minutes.

The committees shall keep regular minutes of their proceedings and
report the same to the Board of Directors.

Section 14. Compensation of Directors.

The directors shall receive such compensation for their services as
directors, and such additional compensation for their services as members of any
committees of the Board of Directors, as may be authorized by the Board of
Directors.

Section 15. Mandatory Retirement of Directors.

Notwithstanding anything to the contrary in these Bylaws, a director
shall not serve beyond, and shall automatically retire at, the close of the
first meeting of the Board of Directors held during the month in which such
director shall become age 70; provided, however, that any person who was a
director on December 6, 1996 and who was age 65 or older on such date may serve
until, but shall automatically retire at, the close of the first meeting of the
Board of Directors held during the month in which such director shall become age
72. If no meeting of the Board of Directors is held during such month, the
director shall automatically retire as of the last day of such month.

ARTICLE IV

OFFICERS

Section 1. Principal Officers.

The officers of the corporation shall be elected by the Board of
Directors and shall be a president, a secretary and a treasurer. A resident
agent for the corporation in the State of Nevada shall be designated by the
Board of Directors. Any person may hold two or more offices.

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Section 2. Other Officers.

The Board of Directors may also elect one or more vice presidents,
assistant secretaries and assistant treasurers, and such other officers and
agents, as it shall deem necessary.

Section 3. Qualification and Removal.

The officers of the corporation mentioned in Section 1 of this Article
IV shall hold office until their successors are elected and qualify. Any such
officer and any other officer elected by the Board of Directors may be removed
at any time by the affirmative vote of a majority of the Board of Directors.

Section 4. Resignation.

Any officer may resign at any time by giving written notice to the
corporation, without prejudice, however, to the rights, if any, of the
corporation under any contract to which such officer is a party. Any such
resignation shall take effect at the date of the receipt of such notice or at
any later time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

Section 5. Powers and Duties; Execution of Contracts.

Officers of this corporation shall have such powers and duties as may be
determined by the Board of Directors. Unless otherwise specified by the Board of
Directors, the president shall be the chief executive officer of the
corporation. Contracts and other instruments in the normal course of business
may be executed on behalf of the corporation by the president or any vice
president of the corporation, or any other person authorized by resolution of
the Board of Directors.

ARTICLE V

STOCK AND STOCKHOLDERS

Section 1. Issuance.

Every stockholder shall be issued a certificate representing the number
of shares owned by him in the corporation. If the corporation shall be
authorized to issue more than one class of stock or more than one series of any
class, the certificate shall contain a statement setting forth the office or
agency of the corporation from which stockholders may obtain a copy of a
statement or summary of the designations, preferences and relative or other
special rights of the various classes of stock or series thereof and the
qualifications, limitations or restrictions of such rights. The corporation
shall furnish to its stockholders, upon request and without charge, a copy of
such statement or summary.

Section 2. Facsimile Signatures.

Whenever any certificate is countersigned or otherwise authenticated by
a transfer agent or transfer clerk, and by a registrar, then a facsimile of the
signatures of the officers of the corporation may be printed or lithographed
upon such certificate in lieu of the actual signatures.

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In case any officer or officers who shall have signed, or whose facsimile
signature or signatures shall have been used on, any such certificate or
certificates shall cease to be such officer or officers of the corporation,
before such certificates shall have been delivered by the corporation, such
certificates may nevertheless be issued as though the person or persons who
signed such certificates, had not ceased to be an officer of the corporation.

Section 3. Lost Certificates.

The Board of Directors may direct a new stock certificate to be issued
in place of any certificate alleged to have been lost or destroyed, and may
require the making of an affidavit of that fact by the person claiming the stock
certificate to be lost or destroyed. When authorizing such issue of a new
certificate, the Board of Directors may, in its discretion and as a condition
precedent, require the owner of the lost or destroyed certificate to give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost or destroyed.

Section 4. Transfer of Stock.

Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed for transfer, it shall be
the duty of the corporation to issue a new certificate, cancel the old
certificate and record the transaction upon its books.

Section 5. Record Date.

The directors may fix a date not more than sixty (60) days prior to the
holding of any meeting as the date as of which stockholders entitled to notice
of and to vote at such meeting shall be determined; and only stockholders of
record on such day shall be entitled to notice or to vote at such meeting. If no
record date is fixed by the Board of Directors (a) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be the sixtieth (60th) day preceding the day on which the
meeting is held; (b) the record date for determining stockholders entitled to
give consent to corporate action in writing without a meeting, when no prior
action by the Board has been taken, shall be the day on which the first written
consent is given; and (c) the record date for determining stockholders for any
other purpose shall be the day on which the Board of Directors adopts the
resolution relating thereto, or the sixtieth (60th) day prior to the date of
such action, whichever is later. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting unless the Board of Directors fixes a new record date
for the adjourned meeting, but the Board of Directors shall fix a new record
date if the meeting is adjourned for more than forty-five (45) days from the
date set for the original meeting.

Section 6. Registered Stock.

The corporation shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to receive dividends, and
to vote as such owner and shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by the statutes of Nevada.

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Section 7. Dividends.

In the event a dividend is declared, the stock transfer books will not
be closed but a record date will be fixed by the Board of Directors and only
shareholders of record on that date shall be entitled to the dividend.

ARTICLE VI

INDEMNIFICATION

Section 1. Indemnity of Directors, Officers and Agents.

The corporation shall indemnify any director or officer and may, as
authorized by the Board of Directors, indemnify any other employee or agent of
the corporation who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except an action by or in the right
of the corporation, by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation, and
that, with respect to any criminal action or proceeding, he had reasonable cause
to believe that his conduct was unlawful.

Section 2. Derivative Actions.

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issue or matter as to which such person has been adjudged to be liable for
negligence or misconduct in the performance of his duty to the corporation
unless and only to the extent that the court in which such action or suit was
brought determines upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the court
deems proper.

Section 3. Successful Defense.

To the extent that a director or officer and, as authorized by the Board
of Directors, any other employee or agent of the corporation has been successful
on the merits or otherwise in defense of any action or proceeding mentioned in
this Article VI or in defense of any claim issue or matter therein, he shall be
indemnified by the corporation against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with such defense.

Section 4. Determination of Entitlement to Indemnity.

Any indemnification under this Article VI, unless ordered by a court,
shall be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he has met the applicable standard of
conduct set forth in this Article VI. Such determination shall be made (a) by
the stockholders; (b) by the Board of Directors by majority vote of a quorum
consisting of directors who were not parties to such act, suit or proceeding;
(c) if such a quorum of disinterested directors so orders, by independent legal
counsel in a written opinion; or (d) if such a quorum of disinterested directors
cannot be obtained, by independent legal counsel in a written opinion.

Section 5. Advancement of Expenses.

Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount unless it is ultimately
determined that he is entitled to be indemnified by the corporation as
authorized in this section.

Section 6. Persons Entitled to Indemnity.

The indemnification provided by this Article VI: (a) does not exclude
any rights to which a person seeking indemnification may be entitled under any
statute of the State of Nevada, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office; and (b) shall continue as
to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of such a
person.

Section 7. Purchase of Insurance.

The corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the

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corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this Article VI.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Exercise of Rights.

All rights incident to any and all shares of another corporation or
corporations standing in the name of this corporation may be exercised by such
officer, agent or proxyholder as the Board of Directors may designate. In the
absence of such designation, such rights may be exercised by the Chairman of the
Board or the president of this corporation, or by any other person authorized to
do so by the Chairman of the Board or the president of this corporation. Except
as provided below, shares of this corporation owned by any subsidiary of this
corporation shall not be entitled to vote on any matter. Shares of this
corporation held by this corporation in a fiduciary capacity and shares of this
corporation held in a fiduciary capacity by any subsidiary of this corporation,
shall not be entitled to vote on any matter, except to the extent that the
settler or beneficial owner possesses and exercises a right to vote or to give
this corporation or such subsidiary binding instructions as to how to vote such
shares.

Solely for purposes of Section 1 of this Article VII, a "subsidiary" of
this corporation shall mean a corporation, shares of which possessing more than
fifty percent (50%) of the power to vote for the election of directors at the
time determination of such voting power is made, are owned directly, or
indirectly through one or more subsidiaries, by this corporation.

Section 2. Interpretation.

Unless the context of a Section of these Bylaws otherwise requires, the
terms used in these Bylaws shall have the meanings provided in, and these Bylaws
shall be construed in accordance with the Nevada statutes relating to private
corporations, as found in Chapter 78 of the Nevada Revised Statutes or any
subsequent statute.

ARTICLE VIII

AMENDMENTS

Section 1. Stockholder Amendments.

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Section 2. Amendments by Board of Directors.

Subject to the right of stockholders as provided in Section 1 of this
Article VIII, Bylaws may be adopted, amended or repealed by the Board of
Directors.

<PAGE> 1

EXHIBIT (c)(12)

GIBSON, DUNN & CRUTCHER LLP
WAYNE W. SMITH (Bar No. 054593)
DAVID A. BATTAGLIA (Bar No. 130474) ORIGINAL FILED
MICHELLE H. TREMAIN (Bar No. 187342)
ROBYN C. CROWTHER (Bar No. 193840)
333 South Grand Avenue FEB 23 1998
Los Angeles, California 90071-3197

(213) 229-7000 SUPERIOR COURT

Attorneys for Plaintiff
COMPUTER SCIENCES CORPORATION

SUPERIOR COURT OF THE STATE OF CALIFORNIA

FOR THE COUNTY OF LOS ANGELES

CENTRAL DISTRICT

COMPUTER SCIENCES CASE NO. BC186394
CORPORATION, a Nevada
corporation headquartered in
Los Angeles County, COMPLAINT FOR:

Plaintiff, (1) UNFAIR, UNLAWFUL, AND FRAUDULENT
BUSINESS ACTS AND PRACTICES IN
VIOLATION OF CALIFORNIA BUSINESS AND
V. PROFESSIONS CODE SECTIONS 17200
ET SEQ., INCLUDING:
(a) IMPROPER ATTEMPT TO BUY LOYALTY;
COMPUTER ASSOCIATES (b) ATTEMPTED ECONOMIC DURESS;
INTERNATIONAL, INC., a Delaware (c) FRAUD AND DECEIT;
corporation; CHARLES B. WANG, (d) IMPROPER. INTENTIONAL
an individual; SANJAY KUMAR, INTERFERENCE;
an individual; CORPORATE DOES (e) UNFAIR BUSINESS ACTS.
1-50 and INDIVIDUAL DOES 51-100,
inclusive,
(2) ECONOMIC DURESS;
Defendants.
(3) INTENTIONAL INTERFERENCE WITH
PROSPECTIVE ECONOMIC ADVANTAGE AND
CONTRACTUAL RELATIONS;
(4) CONSPIRACY.

<PAGE> 2

Plaintiff COMPUTER SCIENCES CORPORATION ("CSC"), for its Complaint in
this matter, avers and alleges, upon knowledge as to itself and upon information
and belief as to all other matters, as follows:

NATURE OF ACTION

1. Defendants Computer Associates International, Inc. ("Computer
Associates"), Charles B. Wang ("Wang"), and Sanjay Kumar ("Kumar") (collectively
"Defendants") have engaged, and continue to engage, in an unfair, unlawful and
fraudulent scheme to attempt to acquire CSC at less than its value by employing
wrongful and illegal means. They first attempted to buy the loyalty of CSC's
senior executive in the hopes of acquiring CSC for $100 a share. They then
threatened to damage CSC and its relationships with its employees and customers
if CSC did not sell at a disadvantageous and unfair price and in a transaction
which would be detrimental to the interests of CSC and its customers, employees,
and stockholders. Then they commenced a continuing campaign of fraud and
interference in order to continue to attempt to pressure CSC to sell the company
on Defendants' terms.

2. Defendants are aware that if they are successful, they are able to
acquire CSC at a price far less than its value. They also recognize that even if
they fail, they will have damaged CSC just before launching a major competitive
initiative against it. Either way, Defendants' misconduct is rewarded -- unless
it is immediately halted by this Court.

THE PARTIES

COMPUTER SCIENCES CORPORATION

3. Complainant CSC is a Nevada corporation with its principal place of
business located in Los Angeles County at 2100 E. Grand Avenue, El Segundo,
California 90245. Its common stock is listed on the New York Stock Exchange
under the symbol "CSC." CSC is in the business of providing clients with a wide
range of professional services, including management consulting, information
systems consulting, development and integration, outsourcing, and operations
support. It has approximately 44,000 employees in nearly 600 offices worldwide.
The Chairman of the Board, President, and Chief Executive Officer of CSC is Van
B. Honeycutt ("Honeycutt")

<PAGE> 3

4. CSC's robust financial condition includes a compound annual growth
rate of 20.4 percent in revenue over the past five years, and a 26.3 percent
compound annual increase in income before special items for the same period. CSC
has had larger gains in market share and revenue than its primary competitor in
fifteen of the last sixteen quarters. It has won or implemented $6.7 billion in
large outsourcing contracts over the last twelve months.

COMPUTER ASSOCIATES INTERNATIONAL, INC.

5. Defendant CAI is a Delaware corporation with its principal executive
offices located at One Computer Associates Plaza, Islandia, New York 11780. Its
common stock is listed on the New York Stock Exchange under the symbol "CA."
CAI is in the business of developing, licensing and supporting computer software
products, and has approximately 11,000 employees in 160 offices worldwide. Its
corporate headquarters for California and Hawaii is located in Los Angeles
County at 300 Corporate Pointe, 2nd Floor, Culver City, California 90230-7614.
It has nine other regional offices in the State of California, including another
office in Los Angeles County.

6. CAI has grown rapidly in recent years by acquiring software
companies with a substantial installed product base and ongoing license
revenues, ruthlessly reducing costs and employee headcount, writing off acquired
research and development costs and good will, and drastically cutting back
further product development. CAI's business strategy has made it a very
controversial company in the software industry. CAI's tactics in dealing with
clients have been similarly aggressive and questionable, and CAI is consistently
involved in litigation with its clients.

7. CAI's reputation in connection with acquisitions is well known. In
May 1995, in connection with the acquisition of Legent Corporation, Wang, Kumar
and others promised that "CA's trying to do the right things" with regard to
employees, that the acquisition represents an "acceleration of hiring," and
prospects of firings were called "ridiculous rumors." CAI's actions differed
from its representations. By one estimate, between 80 to 90 percent of Legent's
2,000 or so employees had left or been let go within a year of the transaction.
In fact, in connection with the Legent acquisition, CAI represented in SEC
filings that there were "no current

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plans or proposals that would relate to, or result in, any other material change
in the [target's] business, corporate structure, Board of Directors or
management." In 1994, in connection with the ASK acquisition, Wang emphasized,
"We're excited to have the opportunity to include the ASK people, products and
clients in the CA family." Within days of the acquisition, 150 ASK employees
were terminated and an additional 100 employees left because of CAI's demand
that they enter into a stringent non-compete agreement extending long after
employment ended, an agreement which is contrary to long-standing law and policy
in California. Discussing potential layoffs in connection with the Cullinet
acquisition, Wang stated that "some redundant jobs will be eliminated and those
affected will be reassigned, if possible within CA. " Then the deal closed. "CA
got rid of more than half of the company's 2,000 employees (many quit before
they were fired)," according to Upside magazine.

8. The descriptions of Defendants' treatment of employees at companies
it acquires are well publicized. "Within several days of a deal's closing, out
come the long knives" (Fortune, 7/21/97); "hordes of personnel to the sword"
(Computergram Intl. 1997); "it has acquired a reputation for extensive
bloodletting after its purchases and a certain arrogance and aggression"
(Software Futures, 1996). As succinctly stated in The Washington Post, "It's
been tarred with such names as 'Darth Vader' or 'the Neutron Bomb' -- a weapon
that leaves buildings standing, but with no one in them." As one ex-employee
recalled, "It was the most humiliating experience of my life. Then they refused
to pay off my expense account." (Fortune 7/21/97). Another emphasized, "I've
been in the business for 15 years, and I've never seen anything like it." (Id.)
As another example, CAI was found guilty of violating the Racketeer Influenced
and Corrupt Organizations Act ("RICO") two years ago by a New York arbitration
panel and was ordered to pay $12 million to former employees as a result of
misconduct in connection with acquisition and valuation of Online Software. CAI
subsequently lost the appeal. In fact, CAI has become so proficient at laying
people off that it has actually developed its own software program for this
purpose: "the merger acquisition program system" or "MAPS. " Manager rankings,
personality profiles and other information are input into a CAI proprietary
program and the computer tells CAI who should be fired. Wang refers to his
management approach as "zero-based thinking."

<PAGE> 5

9. CAI's negative reputation for service is well known and well
publicized. "I've never seen one vendor with so many dissatisfied customers as
CA seems to have" (Investor's Business Daily, 5/26/95); "I think CA's lack of
finesse has cost them in the customer relations arena" (Los Angles Times,
9/13/93); "By the early 1990's, Computer Associates had become known for its
ravenous appetite . . ., for jacking up maintenance costs ... and for pushing
its many licensing contracts at the expense of good customer relations. It was
not uncommon for the company to sue a client over relatively minor infractions"
(New York Times, 2/4/97); "Some customers maintain a strict 'no CA' policy....
Many also claim that after CA acquires a company and lays off scores of people,
customer service falls off' (Fortune, 7/21/97); "In a . survey of 50 major CA
customers ... 75 percent rated its service as below average" (The Washington
Post, 5/10/92). "[CAI], which is a huge provider of operating systems and other
software to financial institutions, has a reputation for inflexible licensing
policies that can complicate a bank's move to new providers of technology
issues." (American Banker, 2/23/98). Computer Associates should be feeling
uncomfortable because it has been treating a lot of customers like dirt --
particularly those it has gained through acquisition." (Information Week U.K.
2/20/98). CAI's terrible reputation is in sharp contrast to that of CSC: "In
contrast, CSC is a customer advocate. As a services company, it has to treat
customers with kid gloves to get repeat business" (Bloomberg, 2/12/98).

THE INDIVIDUAL DEFENDANTS

10. Billionaire Defendant Charles B. Wang is the Chief Executive
Officer, Chairman of the Board and a director of CAI. He has been a director
since June 1976 and Chairman since April 1980. He also is one of three members
of the Executive Committee of CAI. He owns approximately 5% of the stock of the
company, although he expects to own substantially more in the near future. In
1995, Wang, Kumar and Russell M. Arntz (Executive Vice President of Research and
Development), granted themselves 20.25 million shares of stock of CAI; 60%, 30%
and 10% respectively. These shares are worth nearly a billion dollars, with an
as yet untaken consequent charge to CAI's earnings. A portion of these shares
currently are vested, and the

<PAGE> 6

remainder appears likely to become vested if there is a combination, pursuant to
the change in control provisions of CAI's 1995 Key Employee Ownership Plan
("Plan"). Regardless, they are expected to become vested by March 31, 2000,
since CAI's stock price needs only exceed $38.82 for sixty days during the
preceding twelve months for such vesting to occur. A number of Plan conditions
which concern vesting have not been described, or have been described
inconsistently, in CAI's public financial statements. Wang participated in a
meeting and communications concerning the matters set forth in this Complaint in
this judicial district.

11. Defendant Sanjay Kumar is the President, Chief Operating Officer
and a director of CAI. He also is one of three members of the Executive
Committee of CAI's Board. He joined CAI in 1987, and he served as Executive Vice
President-Operations and Senior Vice President-Planning before being elected to
his current positions effective January 1994. He also owns a significant amount
of stock in CAI. Kumar participated in a meeting and communications concerning
the matters set forth in this Complaint in this judicial district.

GENERAL ALLEGATIONS

12. In effecting the wrongful actions herein alleged, each defendant
was the agent or co-conspirator of each other defendant, and was acting in the
course and scope of said agency or conspiracy. Defendants also ratified,
approved and accepted all or part of the wrongful acts of their agents,
employees and/or co-conspirators alleged herein. Moreover, at the time of the
wrongful conduct alleged herein, Plaintiff was led to believe, either
intentionally or with a lack of ordinary care, that each defendant was the
agent, employer or co-conspirator of each other defendant, and that they were
acting within the course and scope of said agency, employment or conspiracy in
perpetrating the wrongful conduct alleged herein. In addition, Wang and Kumar
were permitted by CAI to be in positions to commit the wrongful conduct alleged
herein while appearing to act within the powers permitted to them by their
corporate principal.

13. The true names and capacities of various other defendants, whether
corporate, individual or otherwise, are at this time unknown to Plaintiff, but
may include various subsidiaries and affiliates of CAI, as well as officers,
directors, employees and agents of the

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corporate defendant. Plaintiff will amend this Complaint if necessary when the
true names, capacities and actions of Corporate Does 1-50 and Individual Does
51-100 become ascertained. On information and belief, each of said defendants is
responsible in some manner for the events and injuries described herein and have
caused damage to Plaintiff as described herein.

14. Representatives of Defendant CAI have been present frequently in
this judicial district and have maintained substantial contacts in Los Angeles
County and the State of California. CAI has two offices in this district and
nine offices throughout California. The obligations and liabilities which are
the subject of this action arose in this judicial district, and various of the
wrongful acts of the Defendants alleged herein took place in the County of Los
Angeles, State of California. Jurisdiction and venue are proper.

FIRST CAUSE OF ACTION

(UNFAIR, UNLAWFUL, AND FRAUDULENT BUSINESS PRACTICES)

(BY PLAINTIFF CSC AGAINST ALL DEFENDANTS)

15. Plaintiff CSC incorporates by reference and realleges Paragraphs 1
through 14 as if set forth in full herein.

16. Defendants, and each of them, have engaged, are engaging, continue
to engage in, and propose to continue to engage in, unlawful, unfair and
fraudulent business acts and practices in violation of the California Unfair
Business Practices Act, set forth at California Business and Professions Code
section 17200 et seq. Specifically, Defendants, and each of them, were engaging,
are engaging, and will continue to engage in a systematic and conspiratorial
campaign of unfair, unlawful, and fraudulent acts and practices to attempt to
coerce CSC and its directors to sell the company to CAI at a disadvantageous and
unfair price and in a transaction which would be detrimental to the interests of
CSC and its customers, employees, and stockholders.

17. In furtherance of Defendants' campaign, Defendants first attempted
to buy the loyalty of Honeycutt, CSC's chief executive officer, to secure his
support to sell CSC below its value, and thereby defraud CSC shareholders. When
this failed, Defendants sought to coerce CSC to negotiate an acquisition on
their terms by threatening to cause severe harm to CSC's business.

<PAGE> 8

Defendants subsequently have followed through on their threats and are
continuing their illegal coercive scheme. In Defendants' minds, there is no
downside to this unlawful and unfair strategy. The worst CAI perceives may
happen is that it does substantial harm to CSC's relationships with its
customers and employees so that CAI will be in a better position to compete
against CSC if it is unable to acquire CSC below its value -- competition which
Wang promised if the deal is unsuccessful. In the process, Defendants are hoping
to gain access to CSC's confidential financial information and trade secrets,
which also would put it in a better position to compete against CSC.

18. Defendants' actions threaten severe damage to the business of CSC
and the value of the shareholders' interests. Defendants' gross and persistent
misconduct is precisely the type of behavior the California Unfair Business
Practices Act was designed to address.

19. Therefore, as set forth more fully in the Prayer below, Plaintiff
seeks to enjoin Defendants from engaging in, and continuing to engage in,
unlawful, unfair and fraudulent business acts and practices, and all violations
of California law; to enjoin Defendants from proceeding with their proposed
acquisition of CSC and from any further acquisition of shares or any attempt to
solicit the shareholders of CSC; to enjoin Defendants from attempting illegally
to buy the loyalty of any of CSC's officers, directors, employees or
representatives or from attempting to induce them to breach their fiduciary
duties; to enjoin Defendants from attempting to coerce improperly CSC or its
officers, directors, employees or representatives to sell CSC to CAI at a
disadvantageous and unfair price and in a transaction which would be detrimental
to the interests of CSC, its customers, employees, stockholders and the public
interest; to enjoin Defendants from making false and fraudulent representations;
to enjoin Defendants from communicating in any way, directly or indirectly, with
CSC's customers and employees about any proposed transaction; and, to pay
restitution to CSC in an amount to be determined at trial.

(A) CAI'S FIRST STEP: IMPROPER ATTEMPT TO BUY LOYALTY

20. On December 18, 1997, Wang and Kumar came to CSC's corporate
headquarters in El Segundo to meet with Honeycutt. The purpose of their meeting
was unknown to Honeycutt. Kumar had called Honeycutt's assistant the day before
and indicated that Wang and Kumar were interested in visiting CSC's offices,
which is not surprising since is a vendor of

<PAGE> 9

software to CSC. At the meeting, Wang began by stating, "Wouldn't it be great to
be partners." Honeycutt, who had no idea what he was talking about, indicated
that his company already had a license relationship whereby CSC had the ability
to use CAI's software with many of its clients. Wang then explained that he
envisioned a different partnership through a combination in which CAI purchased
CSC. He stated that such a transaction would be a good strategy for CAI.

21. Honeycutt responded that he could see no advantage for CSC in such
a relationship, an issue which Wang had neglected to address. Honeycutt stressed
that CSC was not up for sale, and that he could not support any transaction
based on the assertions Wang made. After some additional discussion, Wang asked
Honeycutt if Wang and Kumar could meet privately for five minutes. Honeycutt
stepped out of the meeting.

22. When Honeycutt returned, Wang did not seek to explain how a merger
benefited CSC, nor did he present any business plan for the combined companies.
Instead, Wang offered to pay Honeycutt personally more than $50 million. Wang
promised that Honeycutt would receive guaranteed stock options worth at least
$35 million (with any shortfall in market value being paid by CAI), as well as a
guaranteed seven-year contract with an annual base income of no less than $2.5
million. Honeycutt objected to this attempt to buy his loyalty, and was
interrupted by Wang.

23. Wang stated he wanted to consummate a merger transaction for $100 a
share, which he and Kumar knew was far below the value of CSC. Indeed, on
February 11, 1998, CAI made public an offer of $108 a share (which it knows is
still less than the value of CSC). This price difference alone represents value
to CSC shareholders of about $650 million. Further, on or about February 15,
CAI's bankers stated on the telephone to a representative of CSC that CAI was
prepared to pay $114 a share (which it also knows is less than the value of CSC)
in a friendly transaction, pointedly emphasizing the potential harm to CSC's
business that CAI would cause if CSC was not sold on CAI's terms. The $14 dollar
price difference between $100 a share and $114 per share represents
approximately $1.1 billion to CSC shareholders.

24. The conduct of Defendants was an intentional, unlawful and corrupt
attempt to buy Honeycutt's support of a transaction that only benefited CAI at
the expense of CSC and its

<PAGE> 10

stockholders. Defendants' conduct is an express violation of numerous provisions
of the California Penal Code governing commercial bribery (including the
criminal statutes governing solicitation of others to Join in a bribery scheme).
It is an unlawful, unfair, and fraudulent business act or practice within the
meaning of the California Unfair Business Practices Act.

(B) CAI STEP NO. 2: ATTEMPTED ECONOMIC DURESS

25. A second brief meeting was held on February 5, which Honeycutt
attended based on the promise that Defendants were going to reveal their
business plan for a combined entity, and therefore explain how the transaction
benefited CSC. Defendants did not keep this promise. Instead, Defendants
threatened to directly and wrongfully harm CSC if it refused to agree to a
transaction on CAI's terms. They mentioned $98 a share. Given CAI's negative
reputation and the nature and tone of Defendants' threats, CSC had a reasonable
belief that CAI would attempt to do exactly as it threatened. CAI has in fact
done so.

26. CAI's threats were echoed in a letter dated February 15, 1998, in
which CAI stated that if a friendly transaction was not consummated promptly on
CAI's terms, the consequence would be "an adverse impact to CSC's business and
people." Kumar continued that "a reduced value of CSC" would result from CAI's
actions. Statements to this effect also were made to the same CSC representative
on or about that day, in which CAI noted that it independently had been in
discussions with competitors of CSC which were excited about the prospect of CSC
being damaged.

27. Defendants' attempts at improper economic duress were rebuffed by
CSC. The interests of CSC and its shareholders, employees, and customers were
paramount and would not be sacrificed because of CAI's threats of improper
economic injury. That CAI has chosen to follow through on its statements has
exacerbated its wrongful conduct.

28. Defendants' conduct is an express violation of numerous provisions
of the California Penal Code governing economic extortion (including the
criminal statutes governing solicitation of others to join in an extortion
scheme). It is an unlawful, unfair and fraudulent business act or practice
within the meaning of the California Unfair Business Practices Act.

<PAGE> 11

29. CAI was aware that an offer by it to acquire CSC would lack
credibility in view of fundamental obstacles to a combination of its business
methods and reputation with those of CSC. In an effort to overcome the
skepticism with which a takeover offer by it was sure to be received, it
embarked on a deliberate attempt to mischaracterize its two meetings with CSC's
chief executive officer. CAI therefore deliberately and falsely published
statements calculated to lead CSC's employees, customers, shareholders and the
general public into believing that Honeycutt was in agreement with all aspects
of the proposed acquisition, save only price. Defendants made these statements
fully knowing that they were false when made.

30. On February 11, 1998, Defendants published a letter sent to CSC's
chief executive officer dated the previous day. The letter from Kumar to
Honeycutt contained numerous, deliberate material misrepresentations of fact.

31. First, the letter states that Honeycutt invested "significant time"
in discussions "regarding the combination of" CAI and CSC, emphasizing that
these "discussions" commenced in mid-December. In fact, the only communications
between the parties on the subject were two brief meetings (and a few telephone
calls to schedule the meetings) in which CAI expressed its strong desire to
purchase CSC at a disadvantageous and unfair price, attempted to buy the loyalty
of the chief executive officer of CSC, and threatened to damage CSC if Honeycutt
refused to accede to CAI's proposals.

32. The mischaracterization of CAI's communications with Honeycutt
continue in the February 10 letter: "As we agreed, the combination of CA and CSC
would create a worldclass information technology solutions provider with
unparalleled depth in both software and services. The combination of CA's
strength in software and CSC's services capabilities, together with our
collective personnel, would create the perfect model for the next generation of
information technology solutions providers that will lead our industry into the
millennium. (Emphasis added). In fact, as Defendants well knew, there was never
any such agreement.

<PAGE> 12

Neither Honeycutt nor anybody else at CSC had "agreed" with any of these
propositions and, in fact, Honeycutt strongly disagreed with them. As Defendants
well knew, Mr. Honeycutt had made it clear again in no uncertain terms that he
was not interested in the combination as proposed by Defendants, because the
proposed price was not fair and the strategy was flawed.

33. Defendants' misrepresentations in the February 10 letter continue
with the statement that the parties have reached "agreement" on the material
terms of a combination of the two companies, with the sole exception of price.
Indeed, these purported agreements are said to be "confirmed by my letter,"
suggesting that terms already have been incorporated into writing. No such
agreements were ever reached, and Defendants acknowledged this at the February 5
meeting.

- Defendants falsely stated in the February 10 letter, "We are in
agreement on the need and manner of retaining key managers and
employees." (Emphasis added).

- Defendants falsely represented, "We are in agreement on providing
stock option grants to key managers and employees." (Emphasis
added).

- Defendants falsely wrote, "We are in agreement that the CSC
organization within the combined company will be on equal footing
to CAI's existing product organization."

- Further, Defendants falsely suggested that there was an agreement
that the parties "do not expect the combined company to need to
reduce any head count to achieve the synergies that a transaction
of this size demands."

- Defendants falsely suggested that discussions had occurred and
agreement was reached on the structure and organization of a
combined entity. "As we discussed, it would make sense for the CA
part of the combined company to take over CSC's product
development efforts and for CSC, in turn, to take over CA's
service commitments and efforts." (Emphasis added.)

34. Defendants have continued to misrepresent and mischaracterize their
communications with Mr. Honeycutt in numerous media and investor interviews and
statements. For example, they stated on a conference call on February 11 to
members of the press that CAI

<PAGE> 13

and CSC had "significant agreement on most of the points" and that "we're simply
disagreeing over value at this point."

35. Defendants' conduct was calculated to, did, and continues to cause
substantial damage to CSC's relationships with customers, prospective customers,
employees, prospective employees and shareholders. Material misstatements
intentionally made by Defendants created and continue to create false
expectations and fears on the part of such persons about the prospect of a
business combination. By creating these false expectations and fears, Defendants
intended to mislead customers, prospective customers, employees and the
investment community into believing that the proposed transaction was
commercially attractive, that agreement was close at hand, and that opposition
to such a transaction would be pointless and futile. This conduct also was
intended to coerce CSC to accept the offer, even though it is much less than the
value of the company, rather than be subject to shareholder lawsuits if the
price of the stock dropped. Defendants' fraudulent misrepresentations, in
conjunction with their other misconduct, constitute an unlawful, unfair and
fraudulent attempt to coerce CSC to sell the company at less than its value.

36. At the same time CAI claims that negotiations were proceeding and
agreements were being reached, Wang, Charles P. McWade (Senior Vice President of
Finance of CAI), and Russell M. Arntz (Executive Vice President of Research and
Development), sold over $27 million of stock of CAI. These sales took place in
late January and early February. Defendants well knew that the public
announcement of a proposed transaction with CSC would cause a steep and sudden
decline in the value of CAI stock as a result of the high cost of the
transaction to CAI, the formidable obstacles to combining the two incompatible
businesses, and the substantial long-term dilution of CAI's earnings per share
that would result. Wang sold 150,000 shares of CAI stock at $49.13 per share,
for $7.4 million on January 22, according to documents filed with the Securities
and Exchange Commission ("SEC"). He sold another 150,000 shares at $48.06 per
share for a total of $7.2 million on January 27. McWade sold 72,006 shares at
$53.65 per share for a total of $3.9 million on January 30, 1998. Arntz stated
in a Form 144 filing that he was going to sell 175,000 shares of CAI "ASAP" on
February 2 for in excess of $9.4 million in total proceeds at the market price,
and expressly represented to the SEC that he "does not have any

<PAGE> 14

material adverse information in regard to the current and prospective operations
of the issuer of the securities to be sold which has not been publicly
disclosed" immediately above his signature.

37. Defendants' conduct was calculated to, did, and continues to cause
substantial damage to CSC's relationships with employees, prospective employees,
customers, prospective customers, and shareholders, and was calculated to
interfere with CSC's ongoing business. By damaging these relationships, the
value of CSC's business is reduced accordingly. Thus, by damaging CSC, CAI is
attempting to bring that value down to its desired disadvantageous and unfair
price range. And even if the transaction does not go forward, CAI will have
damaged CSC through its improper conduct, just as CAI is entering into
competition with CSC . Wang himself promised at the very first meeting with
Honeycutt that if the proposed transaction did not go forward, CAI would become
one of the primary competitors of CSC within five years. Defendants' "squeeze"
tactics violate the California Unfair Business Practices Act.

(D) CAI STEP NO. 4: FRAUDULENT MISREPRESENTATIONS
ABOUT THE FEASIBILITY AND EFFECTS OF THE
PROPOSED TRANSACTION

38. Defendants intentionally, fraudulently, and with reckless disregard
made misstatements concerning the effects a combination would have on CSC and on
the combined entity, and omitted substantial material information. They stated
that Honeycutt was in agreement that "the combination of CA and CSC would create
a world-class information technology solutions provider with unparalleled depth
in both software and services." They represented that there would be "inherent
synergies" in a combination of the two companies, and that these purported
mutual synergies would result in an improved operating entity. They have
emphasized the "incredible potential that this merger holds for the clients,
employees, and shareholders" of CSC. They emphasized that "we believe we're
offering a very fair value" to CSC shareholders, and that CSC people agree that
a combination "is a tremendous opportunity for both companies." They stressed
that customers "would also have many, many more opportunities in working with
the combined company" and that the deal somehow "benefits clients." They have
emphasized that nothing would "change dramatically in any reorganization."

<PAGE> 15

39. Defendants made these statements fully knowing that they were false
when made, or with reckless disregard for their accuracy, and also are aware
that they are omitting substantial material information. Defendants are aware
that the merger is not in CSC's best interests, and that any combination does
not make business sense to CSC. Defendants also are aware that they are not
offering to buy CSC at a full or fair value, but simply want to buy CSC for less
than its value through the exercise of the wrongful means described herein.

40. Defendants are aware of and have failed to disclose the numerous
adverse effects that the proposed business combination would have on CSC and its
business. CSC's strong financial position, as reflected by its 'A' credit
rating, is critical to its ability to secure the large, long-term outsourcing
contracts that are a key to growth in CSC's information technology business. A
combined CSC and CAI would be irresponsibly leveraged and thus have a much lower
credit rating (possibly not even investment quality) and be at a distinct
disadvantage in the competition for such business. As CAI is aware, this would
adversely affect the financial performance of any combined enterprise. Second,
CSC's ability to provide independent solutions is a threshold and important
issue for customers which demand platform neutrality. CAI is well aware that
this neutrality would be severely compromised if CSC were to be acquired by CAI
and, as a result, CSC would lose substantial credibility in the marketplace.
Third, more than 25 percent of CSC's total anticipated revenues for fiscal 1999
are derived from outsourcing contracts that contain change in control provisions
which would allow customers who are concerned about such issues or any
involvement with CAI to move to another services firm. Fourth, software critical
to CSC's data centers and other operations is licensed to CSC under contracts
that are terminable by the licensor if CAI acquires CSC. Fifth, CSC's
substantial work for the federal government and related defense clearance issues
present significant problems in the proposed combination.

41. Given its negative reputation in the computer industry and past
predatory practices, CAI cannot reasonably expect that all the employees of CSC
will remain with the company if CAI were to complete a merger transaction. On
information and belief, based on CAI's past practices, CAI does not reasonably
intend to retain all of CSC's employees after a merger transaction, despite
express statements to the contrary by Wang and Kumar. In fact, CAI's

<PAGE> 16

representations in this respect contradict themselves. In their press release
discussing their offer on February 11, CAI states that it intends to retain "all
of CSC's valuable employees" (emphasis added), whatever that means. Similarly,
in the letter to Honeycutt dated February 10, Kumar states that "we anticipate
that all of the valuable CSC employees will be offered positions with a combined
company," and that CAI intends to retain "key managers and employees." (Emphasis
added). Then, in a letter dated February 11 to all CSC employees, Defendants
wrote that it "will offer every employee a position in the combined company,"
and then stated that same day to the press that "we're committed to retaining
all of CSC's employees" -- representations which are inherently incredible. As
Wang himself acknowledged in Upside, "Most companies lie [about retaining
employees in an acquisition]. They have no intention of keeping two legal
departments, two administrative staffs, two this and two that after an
acquisition, but they want to be popular. They want to be loved."

42. On information and belief, Defendants also made misstatements to
banks to obtain financing commitments, to rating agencies, to the press and to
the public. They minimized the negative impact of the transaction on CAI's
financial position and earnings, and the dilutive effect on their performance.
This is particularly true in light of CAI's past and present accounting
practices such as those reported by the Center for Financial Research and
Analysis in a 1996 evaluation. On information and belief, Defendants also failed
to describe accurately the effects of a billion dollar charge to CAI's income
due to the shares granted to CAI's three top executives as referenced above.
Defendants then used "financing commitments" and a potential credit rating for a
combined company, acquired as a result of this misinformation, to assist in its
attempt to acquire CSC for less than its value.

43. Defendants' goal in engaging in this fraudulent conduct was to
acquire CSC at a disadvantageous and unfair price in a transaction which would
be detrimental to the interests of CSC and its customers, employees, and
stockholders. They desire to move as quickly as possible and to exert maximum
and continuing pressure on CSC in this respect. Defendants, by means of their
misrepresentations, also intend to cast doubt on the credibility and motives of
CSC's board in

<PAGE> 17

rejecting CAI's offer, and therefore irreparably damage its ability to
communicate effectively with CSC's shareholders, customers, and employees
concerning CAI's offer.

(E) CAI STEP NO. 5: INTERFERENCE WITH EMPLOYMENT
RELATIONSHIP

44. Defendant CAI is engaged in a campaign of communicating with CSC
employees and stating to them that the transaction is imminent. This has led to
ongoing interference with the conduct of CSC's business, and threatens to damage
CSC's reputation in the eyes of its employees, many of whom would consider CAI
an unacceptable employer. As one example, CAI representatives have come to CSC's
offices unsolicited and told CSC employees that CAI was taking over the company
and that CAI would be its new employer.

45. CAI representatives have sought to dissuade prospective employees
from interviewing with CSC. At one job fair, a CAI representative told
prospective applicants applying at CSC's booth not to sign up with "those guys"
since "we are going to buy them anyway." Prospective recruits have been
convinced not to interview with or and become employed at CSC because of CAI's
misconduct.

46. CAI's actions have damaged, and continue to damage, CSC's positive
relationship with its employees -- who constitute the single most important part
of its service business.

(F) CAI STEP NO. 6: INTERFERENCE WITH CUSTOMER
RELATIONSHIPS

47. CAI also improperly has been contacting customers of CSC and
stating that it is taking over the relationship with those customers because of
the transaction. Understandably, CSC's customers have been extremely upset.
Because of the false representations of CAI about an imminent transaction and
prior "agreements," CSC's customer relationships and new business opportunities
are threatened with disruption.

<PAGE> 18

SECOND CAUSE OF ACTION

(IMPROPER ECONOMIC DURESS)

(BY PLAINTIFF CSC AGAINST ALL DEFENDANTS)

48. Plaintiff CSC incorporates by reference and realleges Paragraphs 1
through 47 as if set forth in full herein.

49. As set forth in detail above, the Defendants have acted
intentionally and unlawfully in attempting to exert improper influence and
pressure on CSC and its directors, officers, employees and stockholders, and
have injured CSC in its ongoing business operations and its favorable reputation
in the information technology services and financial communities.

50. As a direct, proximate and foreseeable result of the
above-described misconduct, CSC has suffered and will continue to suffer a
significant loss of its good name and reputation and damages to its ongoing
business operations in excess of $50 million, the precise amount to be
determined at trial.

51. The wrongful actions of the Defendants alleged herein were willful,
wanton, malicious and oppressive, and thus Plaintiff is entitled to exemplary
and punitive damages appropriate to punish and make an example of all
Defendants.

THIRD CAUSE OF ACTION

(CONSPIRACY TO ENGAGE IN WRONGFUL CONDUCT)

(BY PLAINTIFF CSC AGAINST ALL DEFENDANTS)

52. Plaintiff CSC incorporates by reference and realleges Paragraphs 1
through 51 as if set forth in full herein.

53. Defendants, and each of them, knowingly and willfully conspired and
agreed with one another to engage in the wrongful conduct set forth above.
Defendants furthered the conspiracy by acting in furtherance of the conspiracy,
by lending cooperation, aid and encouragement to the other co-conspirators, and
by ratifying, accepting and adopting the wrongful acts alleged herein.

<PAGE> 19

54. The wrongful actions of the Defendants alleged herein were willful,
wanton, malicious and oppressive, and thus Plaintiff is entitled to exemplary
and punitive damages appropriate to punish and make an example of all
Defendants.

FOURTH CAUSE OF ACTION

(INTENTIONAL INTERFERENCE WITH PROSPECTIVE ECONOMIC

ADVANTAGE AND CONTRACTUAL RELATIONS)

(BY PLAINTIFF CSC AGAINST ALL DEFENDANTS)

55. Plaintiff CSC incorporates by reference and realleges Paragraphs 1
through 54 as if set forth in full herein.

56. CSC has established long-term business relationships with its
customers and employees for the provision of computer services. Plaintiff has an
honorable and respected reputation in the information technology services
industry and with its employees and customers for trustworthiness and for
dealing in good faith with them.

57. As set forth in detail above, the Defendants have acted
intentionally and unlawfully in attempting to interfere, and interfering, with
CSC's contractual relationships with its customers and employees. As further set
forth in detail above, the Defendants have acted intentionally and unlawfully in
attempting to interfere, and interfering, with CSC's prospective economic
relationships with current customers and employees, as well as prospective
customers and employees. Such conduct was independently wrongful as alleged
above.

58. Defendants have engaged in this conduct to exert improper influence
and pressure in an attempt to acquire the company on CAI's terms at an unfair
price. Defendants also intended to injure CSC's business as a potential
competitor.

59. As a direct, proximate and foreseeable result of the
above-described misconduct, CSC has suffered and will continue to suffer a
significant loss of its good name and reputation and damages to its ongoing
business operations in excess of $50 million, the precise amount to be
determined at trial.

<PAGE> 20

60. The wrongful actions of the Defendants alleged herein were willful,
wanton, malicious and oppressive, and thus Plaintiff is entitled to exemplary
and punitive damages appropriate to punish and make an example of all
Defendants.

PRAYER

WHEREFORE, Plaintiff prays for judgment against the Defendants, as
specified in each Cause of Action set forth above, as follows:

FOR CAUSE OF ACTION ONE, that Defendants be preliminarily and
permanently restrained and enjoined, and that CSC be paid restitution, as
follows:

(a) Enjoin Defendants from engaging in, and continuing to engage in,
the unlawful, unfair and fraudulent business acts and practices set
forth above;

(b) Enjoin Defendants from engaging in, and continuing to engage in,
any violations of California law as set forth above;

(c) Based on Defendants' persistent and gross misconduct, enjoin them
from proceeding with their proposed acquisition of CSC and from any
further acquisition of shares or any attempt to solicit the
shareholders of CSC;

(d) Enjoin Defendants from attempting illegally to buy the loyalty of
any of CSC's officers, directors, employees or representatives or from
attempting to induce them to breach their fiduciary duties;

(e) Enjoin Defendants from attempting to coerce improperly CSC or its
officers, directors, employees or representatives to sell CSC to CAI at
a disadvantageous and unfair price and in a transaction which would be
detrimental to the interests of CSC, its customers, employees,
stockholders and the public interest;

<PAGE> 21

(f) Enjoin Defendants from making false and fraudulent representations
to the public about any meetings or communications with any CSC
representatives, including the false and fraudulent representations
concerning the purported negotiations or "agreements;"

(g) Require Defendants to issue statements to the public correcting the
false and fraudulent representations to the public about meetings and
communications with any CSC representatives, including the false or
fraudulent representations concerning the purported negotiations or
"agreements;"

(h) Enjoin Defendants from making false and fraudulent representations
to the public about the prospects of a combined company, as well as the
minimal negative impact a combination would have on CAI's financial
position and earnings, particularly in light of its past and present
accounting practices;

(i) Require Defendants to issue statements to the public correcting the
false and fraudulent representations to the public about the prospects
for the combined company, as well as the minimal negative impact a
combination would have on CAI's financial position and earnings;

(j) Enjoin Defendants from communicating in any way, directly or
indirectly, with CSC's customers and employees about any proposed
transaction; and,

(k) Pay restitution to CSC in an amount to be determined at trial.

FOR CAUSES OF ACTION TWO THROUGH FOUR,

1. For damages in excess of $50 million;

2. For interest thereon at the statutory rate;

3. For exemplary and punitive damages;

<PAGE> 22

4. For reasonable attorneys' fees and expenses;

5. For costs of suit incurred herein;

6. For such other and further relief as this Court deems just and
proper.

DATED: February 23, 1998

GIBSON, DUNN & CRUTCHER LLP
WAYNE W. SMITH
DAVID A. BATTAGLIA
MICHELLE H. TREMAIN
ROBYN C. CROWTHER

By: /s/ DAVID A. BATTAGLIA
---------------------------
David A. BATTAGLIA

Attorneys for Plaintiffs
COMPUTER SCIENCES CORPORATION

<PAGE> 23
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<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
SUPERIOR COURT OF CALIFORNIA, COUNTY OF LOS ANGELES
- ------------------------------------------------------------------------------------------------------------------------------------
SHORT CASE TITLE CASE NUMBER
Computer Sciences Corporation

v. ----------------------------------------------------------------------------------
Computer Associates International, Inc. CERTIFICATE OF ASSIGNMENT
----------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
File this certificate with all cases presented for filing in all districts of the Los Angeles Superior Court.
- ------------------------------------------------------------------------------------------------------------------------------------

[X] JURY TRIAL [ ] NON-JURY TRIAL [XX] TIME ESTIMATED FOR TRIAL 20 [ ]HOURS/[X] DAYS.

The undersigned declares that the above entitled matter is filed for proceedings in the Central District of the Los Angeles Superior
Court under Section 392 et seq., Code of Civil Procedure and Rule 2 (b), (c) and (d) of this court for the reasons checked below.
The address of the accident, performance, party, detention, place of business, or other factor which qualifies this case for filing
in the above designated district is as follows:

- ------------------------------------------------------------------------------------------------------------------------------------
NAME: (INDICATE TITLE OR OTHER QUALIFYING FACTOR) ADDRESS:

Computer Sciences Corporation 2100 East Grand Avenue

- -----------------------------------------------------------------
CITY: STATE: ZIP CODE:

El Segundo CA 90245

- -----------------------------------------------------------------------------------------------------------------------------------
CHECK ONLY ONE NATURE OF ACTION.
- -----------------------------------------------------------------------------------------------------------------------------------
NATURE OF ACTION GROUND NATURE OF ACTION GROUND
- -----------------------------------------------------------------------------------------------------------------------------------
[ ] A7100 Vehicle Accident Local Rule 2 sets forth the No. of Minors Involved:________ One or more of the party
[ ] A7210 Med Malpractice provisions for mandatory filings [ ] A5520 Regular Dissolution litigants resides within
[ ] A7200 Other Personal Inj. in the Central District and [ ] A5525 Summary Dissolution the district.**
[ ] A7220 Product Liability optional filings in the Central [ ] A5530 Nullity
[ ] A6050 Other Malpractice District or District other than [ ] A5510 Legal Separation (Not a requirement
[ ] A6012 Collection/Note the Central District in [ ] A6135 Foreign Support for filing in Central
[XX] A6040 Injunct. Relief "Los Angeles County." [ ] A6136 Foreign Custody District--Rule 2)
[ ] A6030 Declar. Relief [ ] A6122 Domestic Violence
[ ] A6170 Late Claim Relief If this is a Class Action, [ ] A6130 Family Law Complaint-
[XX] A6000 Other Complaint mark this box: Other
(Specify): Business Tort [ ] Class Action ----------------------------------------------------------------
- ---------------------------------------------------------------- No. of Minors Involved:________ Child resides or deceased
[ ] A6011 Contract/Commercial Performance in the district is [ ] A6080 Paternity father's probate would be
expressly provided for.** [ ] A6131 DA Paternity filed in the district.**
- ---------------------------------------------------------------- (DA use only)
[ ] A7300 Eminent Domain/ The property is located within [ ] A6133 DA Agreement
Inverse Condemnation the district.** (DA use only)
No. of Parcels____________ [ ] A6600 Habeas Corpus Family Child is held within the
[ ] A6020 Landlord/Tenant (UD) Law district.**
[ ] A6060 Real Property Rights -----------------------------------------------------------------
- ---------------------------------------------------------------- [ ] A6101 Agency Adoption Petitioner resides within
[ ] A6140 Admin Award The administrative tribunal is [ ] A6102 Independent Adoption the district.**
located within the district.** [ ] A6104 Stepparent Adoption or
- ---------------------------------------------------------------- [ ] A6103 Adult Adoption Consent to out-of-state
[ ] A6160 Abstract The judgment debtor holds [ ] A6106 Sole Custody Petition adoption, consentor resides
[ ] A6141 Sister State property within the [ ] A6105 Abandonment within the district.**
Judgment district.** -----------------------------------------------------------------
[ ] A6107 Confession of [ ] A6210 Probate Will-Letters Decedent resided within the
Judgment Testamentary district.**
- ---------------------------------------------------------------- [ ] A6211 Probate Will-Letters or
[ ] A7221 Asbestos Pers. Inj. Must be filed in the Administration Decedent resided out of the
[ ] A6070 Asbestos Prop. Dam. Central District. [ ] A6212 Letters of district, but held property
[ ] A6137 RESL Initiating Administration within the district.**
Petition [ ] A6213 Letters of Special or
[ ] A6138 RESL Responding Administration Petitioner, conservatee or
Petition [ ] A6214 Set Aside Sm. ward resides within this
[ ] A6139 RESL Reg of Foreign Estate (6602 PC) district.**
Support [ ] A6215 Spousal Property
[ ] A6111 Minor's Contract [ ] A6216 Succession to Real
[ ] A6190 Election Contest Property
- ---------------------------------------------------------------- [ ] A6217 Summary
[ ] A6110 Name Change One or more of the party Probate (7660 PC)
[ ] A6121 Civil Harassment litigants resides within [ ] A6218 Real Prop. Sm.
[ ] A6100 Other Petition the district.** Value (13200 PC)
(Specify):___________________ [ ] A6230 Conservatorship P & E
- ---------------------------------------------------------------- [ ] A6231 Conservatorship Person
[ ] A6151 Mandamus* The defendant functions [ ] A6232 Conservatorship Estate
[ ] A6152 Prohibition* wholly within the [ ] A6233 Medical Treatment
[ ] A6150 Other Writ* district.** without Consent
(Specify):___________________ [ ] A6240 Guardianship P & E
[ ] A6241 Guardianship Person
[ ] A6242 Guardianship Estate
[ ] A6243 Spouse Lacks Capacity
[ ] A6254 Trust Proceedings
[ ] A6260 Comp. Minor's Claim
[ ] A6180 Petition to Establish
Fact of Birth, Death or Marriage.
[ ] A6200 Probate Other
(Specify):______________________
- ------------------------------------------------------------------------------------------------------------------------------------

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and this
declaration was executed on February 23, 1998 at Los Angeles, California.

/s/ David A. Battaglia
- ------------------------------------
(SIGNATURE OF ATTORNEY/FILING PARTY)
David A. Battaglia

* Perogative writs concerning a Court of inferior jurisdiction shall be filed in Central District.
**Rule 2 allows optional filing in Central District.

THE COURT MAY IMPOSE SANCTIONS OR OTHER PENALTIES FOR FAILURE TO FILE IN THE PROPER DISTRICT

4 76C134 CERTIFICATE OF ASSIGNMENT RULE 2 LASCR
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