-----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, U+SHC5Gof7Jay5iXV2a1JEi7EKxyxs3/Jw7xQJ+2TD6WGvI9J3QkWDZUuR6upSvc NH78P8qiQTypvc92nf9QIQ== 0000356028-04-000129.txt : 20040921 0000356028-04-000129.hdr.sgml : 20040921 20040921115047 ACCESSION NUMBER: 0000356028-04-000129 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040701 FILED AS OF DATE: 20040921 DATE AS OF CHANGE: 20040921 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cirabisi Robert G CENTRAL INDEX KEY: 0001303414 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09247 FILM NUMBER: 041038765 BUSINESS ADDRESS: BUSINESS PHONE: 631-342-4878 MAIL ADDRESS: STREET 1: C/O COMPUTER ASSOCIATES INTERNATIONAL STREET 2: ONE COMPUTER ASSOCIATAES PLAZA CITY: ISLANDIA STATE: NY ZIP: 11749 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 2004-07-01 0 0000356028 COMPUTER ASSOCIATES INTERNATIONAL INC CA 0001303414 Cirabisi Robert G C/O COMPUTER ASSOCIATES INTL., INC. ONE COMPUTER ASSOCIATES PLAZA ISLANDIA NY 11749 0 1 0 0 Chief Accounting Officer Common Stock, par value $.10 7348.9675 D Common Stock, par value $.10 417.948 I 401(k) Plan Employee Stock Option (right to buy) 27.00 2010-07-20 Common Stock, par value $.10 15000 D Employee Stock Option (right to buy) 21.89 2012-03-28 Common Stock, par value $.10 11600 D Employee Stock Option (right to buy) 13.83 2013-03-28 Common Stock, par value $.10 12000 D Employee Stock Option (right to buy) 27.32 2014-02-12 Common Stock, par value $.10 20000 D Includes 6,020 shares of restricted stock that vest in approximately equal installments over a three year period. Shares held in the Computer Associates Savings Harvest Plan, a 401(k) Plan. Information presented as of September 21, 2004. The option became exerciseable as to 1500 shares on July 20, 2001, 2,250 shares on July 20, 2002, 3,000 shares on July 20, 2003, 3,750 shares on July 20, 2004 and becomes exerciseable as to the remaining 4,500 shares on July 20, 2005. The option became exerciseable as to 3,945 shares on March 28, 2003, 3,828 shares on March 28, 2004 and becomes exerciseable as to the remaining 3,827 shares on March 28, 2005. The option became exerciseable as to 4,082 shares on March 28, 2004, becomes exerciseable as to 3,959 shares on March 28, 2005 and becomes exerciseable as to the remaining 3,959 shares on March 28, 2006. The option becomes exerciseable as to 6801 shares on February 12, 2005, 6,600 shares on February 12, 2006 and 6,599 shares on February 12, 2007. Joshua DeRienzis, by power of attorney 2004-09-21 EX-24 2 attach_1.htm

POWER OF ATTORNEY



 The undersigned, Robert Cirabisi, 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 15th day of September, 2004.



/s/ Robert Cirabisi

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