-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DhNpXEReJlaceXz2ac8FqdF/CAol++R6JhKvTNcn7v+2GH3V8tEjkGbyQ6bi4EFn mio7uj18ya9C4oXs9L1jzw== 0000356028-04-000093.txt : 20040520 0000356028-04-000093.hdr.sgml : 20040520 20040520151315 ACCESSION NUMBER: 0000356028-04-000093 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040511 FILED AS OF DATE: 20040520 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ONeill Una CENTRAL INDEX KEY: 0001290905 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09247 FILM NUMBER: 04821216 BUSINESS ADDRESS: BUSINESS PHONE: 631-342-2168 MAIL ADDRESS: STREET 1: C/O COMPUTER ASSOCIATES INTL., INC. STREET 2: ONE COMPUTER ASSOCIATES PLAZA CITY: ISLANDIA STATE: NY ZIP: 11746 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COMPUTER ASSOCIATES INTERNATIONAL INC CENTRAL INDEX KEY: 0000356028 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 132857434 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: ONE COMPUTER ASSOCIATES PLAZA CITY: ISLANDIA STATE: NY ZIP: 11749 BUSINESS PHONE: 6313425224 MAIL ADDRESS: STREET 1: ONE COMPUTER ASSOCIATES PLAZA CITY: ISLANDIA STATE: NY ZIP: 11749 3 1 edgar.xml PRIMARY DOCUMENT X0202 3 2004-05-11 0 0000356028 COMPUTER ASSOCIATES INTERNATIONAL INC CA 0001290905 ONeill Una C/O COMPUTER ASSOCIATES INTL., INC. ONE COMPUTER ASSOCIATES PLAZA ISLANDIA NY 11746 0 1 0 0 Senior Vice President Common Stock, $.10 par value 22713.0872 D Common Stock, $.10 par value 829.354 I 401(k) Plan Employee Stock Option (right to buy) 19.333 2005-05-21 Common Stock, $.10 par value 675 D Employee Stock Option (right to buy) 47.25 2008-02-23 Common Stock, $.10 par value 2500 D Employee Stock Option (right to buy) 36.50 2008-10-20 Common Stock, $.10 par value 10000 D Employee Stock Option (right to buy) 51.688 2009-07-21 Common Stock, $.10 par value 2500 D Employee Stock Option (right to buy) 27.00 2010-07-20 Common Stock, $.10 par value 15000 D Employee Stock Option (right to buy) 21.89 2012-03-28 Common Stock, $.10 par value 17400 D Employee Stock Option (right to buy) 21.89 2012-06-21 Common Stock, $.10 par value 20000 D Employee Stock Option (right to buy) 13.83 2013-03-28 Common Stock, $.10 par value 75000 D Employee Stock Option (right to buy) 26.86 2014-03-31 Common Stock, $.10 par value 21500 D Employee Stock Option (right to buy) 31.50 2014-03-31 Common Stock, $.10 par value 21500 D Consists of 21,500 shares of restricted stock that vests over a three year period. Shares held in the Computer Associates Savings Harvest Plan, a 401(k) Plan. Information presented as of 5/10/2004. The option vested over a five year period and became fully exerciseable on May 22, 2000. The option vested over a five year period and became fully exerciseable on February 23, 2003. The option vested over a five year period and became fully exerciseable on October 20, 2003. The option became exerciseable as to 250 shares on July 21, 2000, 375 shares on July 21, 2001, 500 shares on July 21, 2002, 625 shares on July 21, 2003 and becomes exerciseable as to the remaining 750 shares on July 21, 2004. The option became exerciseable as to 1,500 shares on July 20, 2001, 2,250 shares on July 20, 2002, 3,000 shares on July 20, 2003, and becomes exerciseable as to 3,750 shares on July 20, 2004 and as to the reamining 4,500 shares on July 20, 2005. The option became exerciseable as to 5,917 shares on March 28, 2003, 5,742 shares on March 28, 2004 and becomes exerciseable as to the reamining 5,741 shares on March 28, 2005. The option became exerciseable as to 6,800 shares on June 21, 2003, and becomes exerciseable as to 6,600 shares on June 21, 2004 and becomes exerciseable as to the reamining 6,600 shares on June 21, 2005. The option became exerciseable as to 25,502 shares on March 28, 2004, becomes exerciseable as to 24,749 shares on March 28, 2005 and becomes exerciseable as to the reamining 24,749 shares on March 28, 2006. The option became exerciseable as to 7,310 shares on March 31, 2005, becomes exerciseable as to 7,095 shares on March 31, 2006 and becomes exerciseable as to the reamining 7,095 shares on March 31, 2007. Joshua DeRienzis, by power of attorney 2004-05-21 EX-24 2 attach_1.htm POWER OF ATTORNEY

POWER OF ATTORNEY



 The undersigned, Una O'Neill, hereby constitutes and appoints Robert B. Lamm and Joshua DeRienzis, signing singly, as the undersigned's true and lawful attorney-in-fact to:





(1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Computer Associates International, Inc. (the "Company"), Form ID and Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form ID and form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.





 This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form ID and Forms 3,4, and 5 with respect to the undersigned's holdings of and transactions in the securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 12th day of May, 2004.



__/s/ Una O'Neill_________

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