To: Softechie who wrote (95436 ) 7/17/2002 6:43:27 AM From: puborectalis Respond to of 99280 GRASSO QUITS CA BOARD NO GREENER By LAUREN BARACK and PAUL THARP -------------------------------------------------------------------------------- July 17, 2002 -- Richard Grasso, chairman of the New York Stock Exchange, stepped down from the board of directors of Computer Associates - about $4 million poorer. The Islandia, N.Y.-based software maker claimed Grasso's departure stemmed from a new eight-year term limit self-imposed by CA. This new boardroom revelation comes as CA juggles investigations from the Securities and Exchange Commission, the U.S. Attorney's office and the FBI, not to mention a renewed proxy fight being waged by Texas financier Sam Wyly for control of CA's board. Grasso has been catching heat for serving on a publicly traded company while serving as the head of the largest and oldest stock exchange in the world. For toiling on the board of CA, Grasso was paid $45,000 annually in company stock and options. He built up a nest egg with a paper value of about $4.8 million before the bottom fell out of the share price. Today, his eight years of pay is worth only $896,000, thereby making his average annual compensation $112,000 on paper. Grasso continues to hold a board seat at Home Depot, which he joined in February. Grasso, 55, is a lifer at the Big Board, working his way up to the Chairman spot after starting as a staffer with the NYSE in 1968, and is known for his controlling management style. His latest controversy stemmed from ushering Martha Stewart on to the NYSE's board just one day before news broke of the flap of her trade of ImClone shares. But Grasso may have dodged a bigger bullet by his leaving CA just before the company faces its old nemesis on Aug. 28 at CA's next board meeting. Wyly and his Ranger Governance Ltd. are trying to replace Chairman Charles Wang and CEO Sanjay Kumar at next month's meeting, by pushing Wyly's slate of five new board members. But analysts believe Grasso's departure, along with three other board members, is an attempt by CA to shore up shareholder confidence before the fireworks start over Wyly's bid. The Street apparently approved the move sending the stock slightly up 19 cents, to close at $13.32.