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Name and title: Kenneth V. Handal, executive vice president, general counsel and corporate secretary Age: 56 The company: Islandia, N.Y.-based Computer Associates International Inc. is the world’s third-largest software company. It features products for use in business intelligence, storage, security and network management. The publicly traded company has 15,300 employees and reported 2005 sales exceeding $3.5 billion. Legal team and outside counsel: C.A.’s legal team, numbering 30 lawyers at his arrival, has doubled to 62 under Handal’s watch. Almost half are stationed abroad. Directly reporting to the general counsel are the heads of mergers and acquisitions/corporate; sales/intellectual property; and a deputy GC responsible for litigation, who also oversees compliance with the deferred-prosecution agreement that the company currently abides by. Two geographic heads, the internal audit group, C.A.’s chief compliance officer and the head of global securities and asset protection also deal directly with Handal, who answers to President, Chief Executive Officer and Director John A. Swainson. The number of law firms on the payroll was 294 when Handal was brought in, and he is proud to have whittled it down to 15. New York’s Sullivan & Cromwell, which represented C.A. at the signing of the deferred-prosecution agreement, is used the most — for litigation, mergers and acquisitions and compensation matters. Handal intends to turn in-house as much as possible, particularly in areas like sales and intellectual property. Accounting scandal: Prior to his arrival, C.A. was the target of federal probes into allegations of fraud and obstruction of justice related to its accounting practices. As a result of the investigations, it had to restate 2000 and 2001 earnings to reflect $2.2 billion in improperly booked revenue. On Sept. 22, 2004, the company entered into a deferred-prosecution agreement and consent decree with the U.S. Attorney’s Office for the Eastern District of New York to settle the matter with the Securities and Exchange Commission and the Department of Justice. In accepting responsibility for the misdeeds of certain managers and employees, C.A. has allotted $225 million to repay wronged shareholders. Handal, who joined up at this “difficult, transitional time,” participated in the negotiating process for the deal. Rising from the ashes: Handal’s management role was defined by the need to “break from the past” and recover from this scandal that crippled the company. Rebuilding, putting together a new team by recruiting and developing talent and reconstructing a solid infrastructure to address legal matters were key responsibilities. He arrived into a leadership vacuum, with more than 15 top executives having been dropped, including the chairman, chief executive officer, chief financial officer, general counsel and worldwide sales head. “Now it looks like a normal, world-class law department,” asserted Handal, acknowledging that he had to spend most of last year responding to various crises. Among the significant hires Handal has orchestrated are new Chief Compliance Officer Patrick Gnazzo, Deputy General Counsel Jeffrey Livingston, Senior Counsel Gary Brown and General Auditor Marc Loupe. Trying to establish a “completely new atmosphere,” he brought C.A.’s foreign-based attorneys to Islandia to meet the domestic lawyers for the first time ever, and has lassoed speakers such as former Deputy Attorney General and 9/11 Commission member Jamie S. Gorelick. Thinking forward: Handal, in a joint effort with various departments in the firm, plus information technology personnel and upper management, is involved in two other company initiatives of note. In a “forward-thinking move, typical of the new management,” Computer Associates is placing technology represented by 14 of its patents into an “open-source patents common.” This arrangement allows developers to share the software and avoid royalty payments on the original patents. C.A. also reached a broad patent cross-licensing pact with International Business Machines Corp., permitting customers in common to access both companies’ technologies. Sarbanes-Oxley compliance: C.A. and its GC are “heavily involved” in complying with terms of the accounting act, particularly �404 pertaining to management’s internal controls over financial reporting. Such compliance is required by the deferred-prosecution agreement, and “it’s something we needed to do,” its legal chief said. As corporate secretary, Handal handles the appropriate SEC filings. He takes pride that Corporate Board Member magazine cited C.A. as 2004′s “most improved board.” Pro bono proponent: “I love to talk about” pro bono activities, said Handal, who established programs at his previous employers and jump-started one within months of his arrival at C.A. Finding it difficult to generate pro bono cases on his own, he arranged partnerships with local service providers, including the Suffolk County Legal Aid Society and the Nassau-Suffolk Law Services Committee. His current goal is to provide assistance to victims of Hurricane Katrina. Route to the top: Service as a clerk to Judge Robert A. Ainsworth Jr. of the 5th U.S. Circuit Court of Appeals (1973-1974) launched Handal’s legal career. Next, he signed on with the New York office of Washington’s Arnold & Porter, practicing primarily as a partner in white-collar criminal defense and civil litigation. He interrupted his 1974-1996 stint at the firm with a five-year break beginning in 1977 as an Assistant U.S. Attorney for the Southern District of New York, Criminal Division. In 1996, he moved in-house as compliance counsel for Altria Group Inc., the parent company of Kraft Foods, Philip Morris USA and Philip Morris International, ultimately joining Computer Associates in July 2004. Handal is a 1970 graduate of Georgetown University, and earned a 1973 juris doctor from the University of Chicago Law School, where he was managing editor of the law review. Personal: Brooklyn, N.Y.-born Handal and his wife, Mary Francina Golden, have a pair of children: Brianne, 15, and Kolbe, 13. Golf, travel and spending time with the kids fill his spare time. Last books and movie: “The Secret Man: The Story of Watergate’s Deep Throat” by Bob Woodward, and rereading “All the President’s Men” by Carl Bernstein and Bob Woodward and “The Winslow Boy”.

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