8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

February 1, 2005

Date of Report: (Date of earliest event reported)

Computer Associates International, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-9247	13-2857434
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

One Computer Associates Plaza, Islandia, New York	11749
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (631) 342-6000

Not Applicable

(Former name or former address, if changed since last report)

TABLE OF CONTENTS

EX-3.1 By-laws as amended effective 2/1/05

EX-10.1 Employment Agreement

EX-10.3 Restricted Stock Award

EX-10.4 Relocation Policies

EX-99.1 Press Release, dated 2/1/05

EX-99.2 Press Release, dated 2/2/05

EX-99.3 Audit and Compliance Committee Charter, as amended, effective 2/1/05

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

The disclosure set forth in Item 5.02 below relating to Robert W. Davis is incorporated herein by reference.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On February 1, 2005, the Board of Directors of the Company elected William E. McCracken as a member of the Board. Mr. McCracken will serve as a member of the Special Litigation Committee of the Board. The Special Litigation Committee was established by the Board on February 1, 2005 and is composed of Laura S. Unger and Mr. McCracken. The Special Litigation Committee has been given the authority to control and determine the Company’s response to a stockholder derivative action pending in the United States District Court for the Eastern District of New York entitled Computer Associates International, Inc. Derivative Litigation, No. 04-CIV-2697, as well as motions that have been made by certain stockholders of the Company to reopen the December 2003 settlements of a stockholder derivative action and two class actions with respect to certain current and former directors and officers of the Company.

On February 1, 2005, the Board of Directors of the Company elected Robert W. Davis as Executive Vice President and Chief Financial Officer, effective on or before March 1, 2005.

Mr. Davis, age 46, has been at Dell Inc. (“Dell”) for the past eight years, most recently serving as vice president of corporate finance and chief accounting officer since 2002. He joined Dell as vice president of worldwide finance and planning of the Enterprise Systems Group before being named vice president of worldwide corporate planning in 1999. In 2001, he was named vice president for corporate finance and assumed the role of chief accounting officer in 2002. Prior to joining Dell, Mr. Davis was assistant corporate controller at MCI Communications Corporation. Mr. Davis began his career at Price Waterhouse. Mr. Davis earned a B.S. in commerce and accounting from the University of Virginia and earned his M.B.A. from Columbia University Business School. He is a C.P.A. and a member of Financial Executives International, including the organization’s Committee on Corporate Reporting, the Corporate Executive Board’s Strategy and finance sections, and the University of Virginia’s McIntire School of Commerce Business Advisory Board.

On February 1, 2005, the Company and Mr. Davis entered into an employment agreement (the “Davis Agreement”). Under the terms of the Davis Agreement, Mr. Davis received (i) an initial stock option grant for 50,000 shares of the Company’s Common Stock with an exercise price equal to the fair market value of the Common Stock on the effective date of grant and a ten-year term, vesting approximately one-third per year beginning one year after the effective date of grant; (ii) an initial restricted stock grant of 60,000

shares of Common Stock vesting 34% on the effective date of grant and 33% on each of the first and second anniversaries of the effective date of grant; (iii) a cash payment of $275,000, which will be paid in two equal installments, one upon commencement of employment and one after six (6) months of employment. Under the Davis Agreement, Mr. Davis will receive an initial annual base salary of $525,000 (payable in cash) and is eligible to receive a target annual cash bonus equal to 100% of his annual base salary. Mr. Davis will have a target long-term performance bonus of $2,200,000 for the period from April 1, 2005 though March 31, 2006. In accordance with the Company’s Long-Term Performance Bonus program (pursuant to the Company’s 2002 Incentive Plan), Mr. Davis’s long-term performance bonus awards will be in the form of restricted stock, “Fair Market Value Stock Options” and “Premium-Priced Stock Options” (as those terms are defined in the 2002 Incentive Plan). (Under the Company’s Annual and Long-Term Performance Bonus programs pursuant to its 2002 Incentive Plan, the payout on annual performance bonuses can be up to 200% of the target amount and the payout on long-term performance bonuses can be up to 150% of the target amount, in each case depending on whether the Company meets or exceeds certain financial and performance metrics.) He will also participate in other employee benefit programs available to executives of the Company.

If Mr. Davis’s employment is terminated by the Company without “cause” or by Mr. Davis for “good reason” (as those terms are defined in the Davis Agreement), he will receive a severance payment equal to one year’s salary. Mr. Davis has been added as a “Schedule A” participant in the Company’s Change in Control Severance Policy; as such, he would be entitled to a severance payment equal to 2.99 times his salary and bonus, and to certain other benefits, in the event of a termination without “cause” or for “good reason” (as those terms are defined in such Policy, which is described in the Company’s Current Report on Form 8-K filed on October 22, 2004) following a change in control of the Company.

The foregoing description of the Davis Agreement does not purport to be complete and is qualified in its entirety by reference to such Agreement (including any schedules and exhibits thereto), a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Mr. Davis also entered into a Moving and Relocation Expense Agreement pursuant to the Company’s Relocation Policies filed as Exhibit 10.4 hereto and incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year

On February 1, 2005, the Board of Directors of the Company approved a number of changes to the Company’s by-laws (the “By-laws”) and amended the By-laws to effect those changes. The amended By-laws became effective immediately upon adoption. The following summary of the amendments to the By-laws does not purport to be complete and is qualified in its entirety by reference to the full text of the amended By-laws filed as

Exhibit 3.1 hereto and incorporated by reference herein. Among other things, the following summary does not include various changes that generally have the effect of modernizing and clarifying the By-laws, or eliminating certain provisions already provided for by operation of law.

Article II, Section 4 of the By-laws was amended, consistent with Delaware law, to provide that any previously scheduled meeting of stockholders may be postponed, and (except as otherwise provided by law or by the Company’s Certificate of Incorporation) any special meeting of stockholders may be canceled, by resolution of the Board upon public notice given prior to the date of such meeting.

Sections 11(b) and 12(b) of Article II have been amended to extend by 30 calendar days the notice requirements for a stockholder to, respectively, nominate a person for election to the Board at an annual meeting of stockholders, and properly bring business before an annual meeting of stockholders. To be timely, such notices generally must be received by the Company not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. Prior to such amendment, such notices generally had to be received by the Company not less than 60 days nor more than 90 days prior to such anniversary.

An amendment has been made to Section 12 of Article II to provide that only matters provided for in the Company’s notice of meeting with respect to a special meeting of stockholders may be brought before any such special meeting. In addition, Section 12(c) was amended to clarify that nothing in Section 12 shall be deemed to affect the right of any stockholder to request the inclusion of a proposal in a proxy statement of the Company pursuant to and in accordance with Rule 14a-8 under the Securities Exchange Act of 1934 or any successor thereto.

A new Section 13 has been added to Article II which provides that the Board and the Chair of any meeting of stockholders may adopt rules, regulations and procedures governing the conduct of meetings of stockholders. Such rules, regulations and procedures may include, without limitation: (a) the establishment of an agenda and order of business for the meeting; (b) rules and procedures for maintaining order at the meeting and the safety of those present; (c) limitations on attendance at or participation in the meeting to stockholders of record of the Company, their duly authorized and constituted proxies or such other persons as the Chair shall permit; and (d) restrictions on entry to the meeting after the time fixed for the commencement thereof.

Article IX was amended to clarify that, at meetings of stockholders, amendments to the By-laws may be made (in accordance with Article IX and the other provisions of the By-laws) by the affirmative vote of the holders of not less than a majority of the outstanding shares of stock of the Company present or represented by proxy and entitled to vote on such action. The By-laws as previously in effect referred to the vote of a majority of the stockholders and omitted reference to the shares held by such stockholders.

Article X was amended to extend the existing by-law providing for indemnification to the

fullest extent permitted by the Delaware General Corporation Law, and advancement of expenses, of directors and officers of the Company to any person serving at the request of the Company as a director or officer of, or in a similar capacity with respect to, any subsidiary or joint venture of the Company or other entity or enterprise, or as a fiduciary, trustee or administrator or in any similar capacity with respect to any employee benefit plan or other plan or program sponsored by the Company or any subsidiary of the Company.

Article X was further amended to provide that, in any action or proceeding, a plea of guilty to a felony charge by any director or officer of the Company or other person referred to in the preceding sentence arising out of misconduct committed in his or her capacity (a) as a director or officer of the Company, (b) as a director or officer of, or in a similar capacity with respect to, any subsidiary or joint venture of the Company or other entity or enterprise referred to in the preceding sentence, or (c) as a fiduciary, trustee or administrator or in any similar capacity with respect to any employee benefit plan or other plan or program sponsored by the Company or any subsidiary of the Company shall constitute a final disposition of such action or proceeding for purposes of advancement of expenses under such provision. By virtue of such amendment, any such person who makes such a guilty plea will not be entitled to advancement of expenses by the Company under Article X. The By-laws (as in effect before and after these amendments) require that this change shall, to the fullest extent permitted by applicable law, be prospective only.

Item 7.01 Regulation FD Disclosure

On February 1, 2005, the Company issued a press release announcing the election of Mr. McCracken. On February 2, 2005, the Company issued a press release announcing the hiring of Mr. Davis. Copies of these press releases are attached as Exhibits 99.1 and 99.2, respectively.

Item 8.01 Other Events

On February 1, 2005, the Board of Directors of the Company changed the name of the Audit Committee of the Board of Directors to the Audit and Compliance Committee of the Board of Directors and, as contemplated by the Deferred Prosecution Agreement, dated September 22, 2004, between the Company and the United States Attorney’s Office for the Eastern District of New York and the Final Consent Judgment of Permanent Injunction and Other Relief filed by the Securities and Exchange Commission and entered in the United States District Court for the Eastern District of New York on September 28, 2004, approved and adopted an amended Audit and Compliance Committee Charter effective immediately. The Audit and Compliance Committee Charter has been amended to, among other things, provide that the Audit and Compliance Committee shall assist the Board in fulfilling the Board’s oversight responsibilities with respect to the Company’s compliance with legal and regulatory requirements, including those relating to accounting and financial reporting, and sets forth certain specified, additional compliance oversight responsibilities of the Audit and Compliance Committee in connection therewith. The foregoing description of the Audit and Compliance Committee Charter does not purport to be complete and is qualified in

its entirety by reference to the Audit and Compliance Committee Charter, a copy of which is filed as Exhibit 99.3 hereto and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

 (c) Exhibits.

Exhibit 3.1	By-laws of Computer Associates International, Inc., as amended effective February 1, 2005.
Exhibit 10.1	Employment Agreement, dated February 1, 2005, between Computer Associates International, Inc. and Robert W. Davis.
Exhibit 10.2	Form of Stock Option Agreement (previously filed as Exhibit 10.2 to the Quarterly Report on Form 10-Q of Computer Associates International, Inc. for the fiscal quarter ended September 30, 2004 and incorporated herein by reference).
Exhibit 10.3	Restricted Stock Award for Robert W. Davis.
Exhibit 10.4	Relocation Policies (Homeowners and Renters) including Form of Moving and Relocation Expense Agreement.
Exhibit 99.1	Press Release, dated February 1, 2005.
Exhibit 99.2	Press Release, dated February 2, 2005.
Exhibit 99.3	Audit and Compliance Committee Charter of Computer Associates International, Inc., as amended, effective February 1, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Computer Associates International, Inc.
Dated: February 4, 2005	By:	/s/ Robert B. Lamm
		Robert B. Lamm
		Senior Vice President - Corporate Governance and Secretary

EX-3.1

EXHIBIT 3.1

BY-LAWS

OF

COMPUTER ASSOCIATES INTERNATIONAL, INC.

(As Amended, Effective as of February 1, 2005)

ARTICLE I. OFFICES

     The registered office of the Corporation in the State of Delaware shall be located at 2711 Centerville Road, Suite 400, Wilmington, Delaware, New Castle County, 19808, and the resident agent of the Corporation thereat shall be Corporation Service Company. The Corporation may have such other offices, either within or without the State of Delaware, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II. STOCKHOLDERS

     Section 1. Annual Meeting. An annual meeting of stockholders shall be held for the election of directors at such date, time and place, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting.

     Section 2. Special Meeting. Special meetings of the stockholders, for any proper purpose or purposes, may be called only by the Board of Directors.

     Section 3. Place of Meeting. The place of meeting for any annual meeting or special meeting of stockholders shall be designated by or under the authority of the Board of Directors. If no such designation is made, the place of meeting shall be the registered office of the Corporation in the State of Delaware.

     Section 4. Notice of Meeting. Written or printed notice stating the place, date and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered, unless otherwise provided by law, by the Certificate of Incorporation of the Corporation, or by these By-laws, not less than 10 nor more than 60 days before the date of the meeting, either personally or by mail, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the stockholder at his or her address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, unless the adjournment is for more than 30 days or unless, after adjournment, a new record date is fixed for the adjourned meeting, in either of which cases notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the meeting. Any previously scheduled meeting of the stockholders may be postponed, and (except as otherwise provided by law or by the Certificate of Incorporation of the Corporation) any special meeting of stockholders may be canceled, by resolution of the Board of Directors upon public notice given prior to the date previously scheduled for such meeting.

     Section 5. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date: (a) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than 60 nor less than 10 days before the date of such meeting; (b) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than 10 days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (c) in the case of any other action, shall not be more than 60 days prior to such other action. If no record date is fixed: (x) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (y) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (z) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. 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; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request the Board of Directors to fix a record date. The Board of Directors shall promptly, but in all events within 10 days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within 10 days of the date on which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation, as provided in the Delaware General Corporation Law.

     Section 6. Voting Lists. The officer or agent having charge of the stock ledger of the Corporation shall make or cause to be made, at least 10 days before each meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order with the address of and the number of shares held by each, which list, shall be open to the examination of any stockholder, for any purpose germane to such meeting, for a period of at least 10 days prior to such meeting, during ordinary business hours, at the principal place of business of the Corporation. In addition, such list shall be produced and kept at the time and place of such meeting during the whole time of such meeting, and may be inspected by any stockholder who is present. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger or to vote at any meeting of stockholders.

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     Section 7. Quorum; Adjournment; Required Votes. A majority of the outstanding shares of the Corporation entitled to vote, present or represented by proxy, shall constitute a quorum at a meeting of stockholders. If less than a majority of the outstanding shares are represented at a meeting, the Chair of the meeting may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally called. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. In the election of directors, a plurality of the votes cast shall be sufficient to elect. Unless otherwise provided by law, by the Certificate of Incorporation or by these By-laws, in all matters other than the election of directors, the affirmative vote of the majority of shares present or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders.

     Section 8. Proxies. At all meetings of stockholders, a stockholder may vote by proxy (a) executed in writing by the stockholder or by his or her duly authorized attorney in fact; or (b) by transmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission to the person who will be the holder of the proxy or an agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder; or (c) as otherwise permitted pursuant to the Delaware General Corporation Law. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after three years from the date of its execution, unless otherwise provided in the proxy.

     Section 9. Voting of Shares. Unless otherwise provided in the Certificate of Incorporation of the Corporation, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of stockholders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine. Shares of its own capital stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

     Section 10. Consent of Stockholders in Lieu of Meeting; Inspectors of Election; Procedures for Counting Consents.

          (a) Subject to Section 5 of this Article II, any action required to be taken at a meeting of the stockholders, or any other action which may be taken at a meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing setting forth the action so taken shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. The Corporation shall give prompt notice of the taking of corporate action without a meeting by less than unanimous written consent to stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been

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entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of stockholders to take the action were delivered to the Corporation in the manner provided in the Delaware General Corporation Law.

          (b) Within three (3) business days after receipt of the earliest dated consent delivered to the Corporation in the manner provided in the Delaware General Corporation Law or the determination by the Board of Directors of the Corporation that the Corporation should seek corporate action by written consent, as the case may be, the Secretary shall engage nationally recognized independent inspectors of elections for the purpose of performing a ministerial review of the validity of the consents and revocations. The cost of retaining inspectors of election shall be borne by the Corporation. No action by written consent without a meeting shall be effective until such date as the inspectors certify to the Corporation that the consents delivered to the Corporation in accordance with this Section 10 represent at least the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

          Consents and revocations shall be delivered to the inspectors upon receipt by the Corporation, the soliciting stockholders or their proxy solicitors or other designated agents. As soon as consents and revocations are received, the inspectors shall review the consents and revocations and shall maintain a count of the number of valid and unrevoked consents. The inspectors shall keep such count confidential and shall not reveal the count to the Corporation, the soliciting stockholder or their representatives or any other entity. As soon as practicable after the earlier of (i) 60 days after the date of the earliest dated consent delivered to the Corporation in the manner provided in the Delaware General Corporation Law or (ii) a written request therefor by the Corporation or the soliciting stockholders (whichever is soliciting consents), notice of which request shall be given to the party opposing the solicitation of consents, if any, which request shall state that the Corporation or soliciting stockholders, as the case may be, have a good faith belief that the requisite number of valid and unrevoked consents to authorize or take the action specified in the consents has been received in accordance with these By-laws, the inspectors shall issue a preliminary report to the Corporation and the soliciting stockholders stating: (i) the number of valid consents; (ii) the number of valid revocations; (iii) the number of valid and unrevoked consents; (iv) the number of invalid consents; (v) the number of invalid revocations; (vi) whether, based on their preliminary count, the requisite number of valid and unrevoked consents has been obtained to authorize or take the action specified in the consents.

          Unless the Corporation and the soliciting stockholders shall agree to a shorter or longer period, the Corporation and the soliciting stockholders shall have 48 hours to review the consents and revocations and to advise the inspectors and the opposing party in writing as to whether they intend to challenge the preliminary report of the inspectors. If no written notice of an intention to challenge the preliminary report is received within 48 hours after the inspectors’ issuance of the preliminary report, the inspectors shall issue to the Corporation and the soliciting stockholders their final report containing the inspectors’ determination with respect to whether the requisite number of valid and unrevoked consents was obtained to authorize and take the action specified in the consents. If the Corporation or the soliciting stockholders issue written notice of an intention to challenge the inspectors’ preliminary report within 48 hours after the issuance of that report, a challenge session shall be scheduled by the inspectors as promptly as practicable. Following completion of the challenge session, the inspectors shall as promptly as practicable issue their final report to the soliciting stockholders and the Corporation, which report shall contain the information included in the preliminary report, plus all changes in the vote totals as a result of the challenge and a certification of whether the requisite number of

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valid and unrevoked consents was obtained to authorize or take the action specified in the consents. A copy of the final report of the inspectors shall be filed with the proceedings of meetings of stockholders.

     Section 11. Nominations of Directors.

          (a) Only persons who are nominated in accordance with the procedures set forth in these By-laws shall be eligible to serve as directors. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice provided for in this Section 11, who shall be entitled to vote for the election of directors at the meeting and who complies with the notice procedures set forth in this Section 11.

          (b) Nominations by stockholders shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation (i) in the case of an annual meeting, not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is changed by more than 30 days from such anniversary date, notice by the stockholder to be timely must be so received not later than the close of business on the 10th day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (ii) in the case of a special meeting at which directors are to be elected, not later than the close of business on the 10th day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made. Such stockholder’s notice shall set forth (1) as to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (2) as to the stockholder giving the notice (A) the name and address, as they appear on the Corporation’s books, of such stockholder and (B) the class and number of shares of the Corporation that are beneficially owned by such stockholder and also that are owned of record by such stockholder; and (3) as to the beneficial owner, if any, on whose behalf the nomination is made, (A) the name and address of such person and (B) the class and number of shares of the Corporation that are beneficially owned by such person. At the request of the Board of Directors, any person nominated by the Board of Directors for election as a director shall furnish the Secretary of the Corporation that information required to be set forth in the stockholder’s notice of nomination which pertains to the nominee.

          (c) No person shall be eligible to serve as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 11. The Chair of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by these By-laws, and if he or she should so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded.

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     Section 12. Notice of Stockholder Business.

          (a) At an annual meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the Board of Directors or (iii) by a stockholder of the Corporation who is a stockholder of record at the time of giving of the notice provided for in this Section 12, who shall be entitled to vote at such meeting and who complies with the notice procedures set forth in this Section 12.

          (b) For business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of paragraph (a) of this Section 12, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice with respect to an annual meeting must be delivered to or mailed and received at the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the meeting is changed by more than 30 days from such anniversary date, notice by the stockholder to be timely must be received no later than the close of business on the 10th day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made. A stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the meeting (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (ii) the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business, and the name and address of the beneficial owner, if any, on whose behalf the proposal is made, (iii) the class and number of shares of the Corporation which are owned beneficially and of record by such stockholder of record and by the beneficial owner, if any, on whose behalf the proposal is made and (iv) any material interest of such stockholder of record and the beneficial owner, if any, on whose behalf the proposal is made in such business.

          (c) No business shall be conducted at an annual meeting except in accordance with the procedures set forth in this Section 12; provided, however, that nothing in this Section 12 shall be deemed to affect the right of any stockholder to request the inclusion of a proposal in a proxy statement of the Corporation pursuant to and in accordance with Rule 14a-8 under the Securities Exchange Act of 1934 or any successor thereto. Only such matters provided for in the Corporation’s notice of meeting shall be properly brought before a special meeting of stockholders. The Chair of the meeting shall, if the fact warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the procedures prescribed by these By-laws, and if he or she should so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

     Section 13. Conduct of Meetings. The Board of Directors of the Corporation may adopt such rules, regulations and procedures for the conduct of meetings of stockholders as it shall deem appropriate. Except to the extent inconsistent with any such rules and regulations, the Chair of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to take all such actions as, in the judgment of such Chair, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the Chair of the meeting, may include, without limitation, the following: (a) the establishment of an agenda and order of business for the meeting; (b) rules and procedures for maintaining order at the meeting and the

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safety of those present; (c) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the Chair shall permit; (d) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (e) limitations on the time allotted to questions or comments by participants. Unless, and to the extent, determined by the Board of Directors or the Chair of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure.

ARTICLE III. BOARD OF DIRECTORS

     Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.

     Section 2. Number and Tenure. The Board of Directors shall consist of three or more members, the number thereof to be determined from time to time by resolution of the Board of Directors. Directors need not be stockholders. Each director shall hold office until the next annual meeting of stockholders and until his or her successor shall have been elected and shall have qualified.

     Section 3. Annual and Regular Meetings. An annual meeting of the Board of Directors shall be held, without other notice, immediately after, and at the same place as, the annual meeting of stockholders. The Board of Directors may also provide, by resolution, the time and place, either within or without the State of Delaware, for the holding of other regular meetings without notice other than such resolution.

     Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman, the President, or the Secretary upon the written request of any two directors. The persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Delaware, as the place for holding any special meeting of the Board of Directors called by them.

     Section 5. Notice. Notice of any special meeting or notice of a change in the time or place of any regular meeting of the Board of Directors shall be given to each director at his or her business or residence (a) in writing, by hand delivery, first-class or overnight mail or courier service, telegram, facsimile transmission, or electronic mail; or (b) orally, by telephone to the director or his or her representative. If mailed by first-class mail, such notice shall be deemed adequately given when deposited in the U.S. mail so addressed, with postage thereon prepaid, at least five days before such meeting. If by telegram, overnight mail or courier service, such notice shall be deemed adequately given when the telegram is delivered to the telegraph company or the notice is delivered to the overnight mail or courier service company at least 24 hours before such meeting. If by electronic mail or facsimile transmission, such notice shall be deemed adequately given when transmitted at least 12 hours before such meeting. If by telephone or hand delivery, such notice shall be deemed adequately given when delivered or given at least 12 hours before such meeting. A director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or any waiver of notice of such meeting. A meeting may be held at any time without notice if all the directors are present or if those not present waive notice of the meeting.

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     Section 6. Quorum. A majority of the directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

     Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors; provided, however, that any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all the members of the Board of Directors or such committee, as the case may be, consent thereto in writing or writings filed with the minutes of proceedings of the Board of Directors or such committee.

     Section 8. Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy resulting from enlargement of the Board of Directors, may be filled by the directors by vote of a majority of the directors then in office though less than a quorum of the Board of Directors, or by the plurality of the votes cast at a meeting of stockholders. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office, or in the case of an enlargement of the Board of Directors, until the next annual meeting of stockholders and until his or her successor shall have been elected and shall have qualified.

     Section 9. Compensation. Directors who are not employees of the Corporation may be paid such fees or other compensation for service on the Board of Directors or any Committee of the Board of Directors as may be approved by the Board of Directors. Such directors may also be reimbursed for the expenses they incur in attending or participating in meetings of the Board of Directors or any Committee of the Board.

     Section 10. Telephonic Meetings. Members of the Board of Directors, or any Committee thereof, may participate in a meeting of the Board or Committee by means of conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 10 shall constitute presence in person at the meeting.

     Section 11. Committees.

          (a) Powers and Authority. The Corporation shall be governed by the provisions of the Delaware General Corporation Law, as that statute may be amended from time to time, in respect to the powers and authority of any committee of the Board of Directors.

     (b) Formation. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

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          (c) Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article III of these By-laws.

ARTICLE IV. OFFICERS

     Section 1. Number. The officers of the Corporation shall be a Chairman of the Board, President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. One or more Assistant Secretaries and Assistant Treasurers and such other officers and assistant officers as may be deemed necessary may also be elected from time to time by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary.

     Section 2. Election and Term of Office. The officers of the Corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the stockholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as practicable. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided.

     Section 3. Removal. Any officer or agent elected by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

     Section 4. Vacancies. A vacancy in any office, whether caused by death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

     Section 5. Chairman of the Board and Vice Chairman of the Board. The Board of Directors may appoint a Chairman of the Board. If the Board of Directors appoints a Chairman of the Board, he or she shall perform such duties and possess such powers as are assigned to him or her by the Board of Directors and these By-laws. The Chairman of the Board shall preside at all meetings of the Board of Directors and the stockholders at which he or she is present. If the Board of Directors appoints a Vice Chairman of the Board, he or she shall, in the absence or disability of the Chairman of the Board, perform the duties and exercise the powers of the Chairman of the Board and shall perform such other duties and possess such other powers as may from time to time be vested in him or her by the Board of Directors.

     Section 6. President. Except as otherwise provided by the Board of Directors, the President shall be the Chief Executive Officer of the Corporation; shall, subject to the direction of the Board, have general charge and supervision of the business of the Corporation; and shall perform all duties incidental to his or her office which may be required by law and all such other duties as are properly required of him or her by the Board. The President shall, when present and in the absence of the Chairman of the Board and the Vice Chairman of the Board, if one shall be appointed, or the Chief Executive Officer, if other than the President, preside at all meetings of the stockholders and of the Board of Directors. He or she may sign, with the

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Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these By-laws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time.

     Section 7. The Vice President. In the absence of the President or in the event of his or her death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all powers of and be subject to all the restrictions upon the President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the Corporation; and shall perform such other duties as from time to time may be assigned to him or her by or under the authority of the Board of Directors.

     Section 8. The Secretary. The Secretary shall: (a) keep the minutes of the meetings of the stockholders and the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-laws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; (d) sign, with the President or a Vice President, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; and (e) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by or under the authority of the Board of Directors.

     Section 9. The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit or cause to be deposited all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article V of these By-laws; (b) have general charge of the stock transfer books of the Corporation, unless a transfer agent shall have been appointed; (c) sign, with the President or a Vice President, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; and (d) in general perform all the duties incident to the office of Treasurer and such other duties as may from time to time be assigned to him or her by or under the authority of the Board of Directors.

     Section 10. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when elected by the Board of Directors, may sign, with the President or a Vice President, certificates for shares of the Corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by or under the authority of the Board of Directors.

     Section 11. Salaries. The salaries of the officers shall be fixed from time to time by or under the authority of the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the Corporation.

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ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

     Section 1. Contract. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

     Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by or under the authority of the Board of Directors. Such authority may be general or confined to specific instances.

     Section 3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by or under the authority of the Board of Directors.

     Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as may be selected by or under the authority of the Board of Directors.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

     Section 1. Certificates. Shares of the Corporation shall be evidenced by certificates in such form as the appropriate officers of the Corporation may from time to time prescribe; provided, that the Board of Directors may provide by resolution that some or all of any or all classes or series of stock of the Corporation shall be uncertificated shares. Notwithstanding the foregoing, each holder of uncertificated shares shall be entitled, upon request, to a certificate representing such shares. Shares represented by certificates shall be numbered and registered in a share register as they are issued. Share certificates shall exhibit the name of the registered holder and the number and class of shares and the series, if any, represented thereby and the par value of each share or a statement that such shares are without par value, as the case may be. Except as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificated shares of the same class and series shall be identical.

     Section 2. Signatures on Certificates. Every share certificate shall be signed by the Chairman of the Board, the Chief Executive Officer, the Chief Operating Officer, the President or a Vice President, and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall be sealed with the Corporation’s seal, which may be facsimile, engraved or printed.

     Section 3. Transfer Agents and Registrars; Facsimile Signatures. The Board of Directors may appoint one or more transfer agents and one or more registrars and may require all certificates for shares to bear the signature or signatures of any of them. Where a certificate is signed (a) by a transfer agent or an assistant or co-transfer agent, or (b) by a registrar or co-registrar, the signature of any officer thereon may be facsimile. Where a certificate is signed by a registrar or co-registrar, the certificate of any transfer agent or co-transfer agent thereon may be by facsimile signature of the authorized signatory of such transfer agent or co-transfer agent. In case any officer or officers of the Corporation who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be

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such officer or officers, whether because of death, resignation or otherwise, before such certificate or certificates have been delivered by the Corporation, such certificate or certificates may, nevertheless, be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the Corporation.

     Section 4. Lost Certificates. In case of the loss or destruction of any certificate of stock or other security of the Corporation, another may be issued in its place upon satisfactory proof of such loss or destruction and upon the giving of a satisfactory bond of indemnity to the Corporation and to the transfer agents and registrars, if any, of such stock or other security, in such sum as the Board of Directors may prescribe. The Board of Directors may delegate to any officer or officers of the Corporation the authorization of the issuance of such new certificate or certificates and the approval of the form and amount of such indemnity bond and the surety thereon.

     Section 5. Transfer of Shares. Upon surrender to the Corporation, or a transfer agent of the Corporation, of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation may issue a new certificate, or, upon request, evidence of the equivalent uncertificated shares, to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the holder of uncertificated shares, the Corporation shall cancel such uncertificated shares and issue new equivalent uncertificated shares, or, upon such holder’s request, certificated shares, to the person entitled thereto, and record the transaction upon its books.

     Section 6. Registered Shareholders. The Corporation and its transfer agents shall be entitled to treat the holder of record of any share or shares as the holder in fact thereof and shall not be bound to recognize any equitable or other claims to, or interest in, such shares on the part of any other person and shall not be liable for any registration or transfer of shares which are registered, or to be registered, in the name of a fiduciary or the nominee of a fiduciary unless made with actual knowledge that a fiduciary, or nominee of a fiduciary, is committing a breach of trust in requesting such registration or transfer, or with knowledge of such facts that its participation therein amounts to bad faith.

ARTICLE VII. FISCAL YEAR

     The fiscal year of the Corporation shall begin on the first day of April and end on the last day of March in each year.

ARTICLE VIII. SEAL

     The Board of Directors shall approve a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of incorporation and the words, “Corporate Seal”.

ARTICLE IX. AMENDMENTS

     Unless otherwise provided by the Certificate of Incorporation or these By-laws, these By-laws may be amended or repealed, or new By-laws may be adopted, (1) at any annual or special meeting of the stockholders, by the affirmative vote of the holders of not less than a majority of the outstanding shares of stock of the Corporation, present or represented by proxy

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and entitled to vote on such action; provided, however, that the notice of such meeting shall have been given as provided in these By-laws, which notice shall mention that the amendment or repeal of these By-laws, or the adoption of new By-laws, is one of the purposes of such meeting; (2) by written consent of the stockholders pursuant to Section 10 of Article II of these By-laws; or (3) by action of the Board of Directors.

ARTICLE X. INDEMNIFICATION

     To the fullest extent permitted by the Delaware General Corporation Law, the Corporation shall indemnify any person 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, and whether brought by a third party or by or in the right of the Corporation, by reason of the fact that he or she is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of, or in a similar capacity with respect to, any subsidiary or joint venture of the Corporation or other entity or enterprise, or as a fiduciary, trustee or administrator or in any similar capacity with respect to any employee benefit plan or other plan or program sponsored by the Corporation or any subsidiary of the Corporation, against expenses (including attorneys’ fees), liability, loss, judgment, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding. Excise taxes assessed on any such person with respect to an employee benefit plan shall be deemed to be indemnifiable expenses, and action by any such person with respect to an employee benefit plan which he or she reasonably believes to be in the interests of the participants and beneficiaries of such plan shall be deemed to be action not opposed to the best interests of the Corporation.

     Expenses (including attorneys’ fees) actually and reasonably incurred by any such person in defending any such threatened, pending or completed action, suit or proceeding shall be paid on behalf of such person by the Corporation in advance of the final disposition of such action, suit, or proceeding and within 30 days of receipt by the Secretary of the Corporation of (1) an application from such person setting forth the basis for such indemnification, and (2) an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article. A plea of guilty to a felony charge arising out of misconduct committed by such person in his or her capacity (a) as a director or officer of the Corporation, (b) as a director or officer of, or in a similar capacity with respect to, any subsidiary or joint venture of the Corporation or other entity or enterprise referred to in the preceding paragraph of this Article, or (c) as a fiduciary, trustee or administrator or in a similar capacity with respect to any employee benefit plan or other plan or program sponsored by the Corporation or any subsidiary of the Corporation shall, for purposes of the mandatory advancement of expenses provided in the preceding sentence, constitute a final disposition of such action or proceeding. The financial ability of any person to make a repayment contemplated by this provision shall not be a prerequisite to the making of an advance.

     Such indemnity and right to advancement of expenses shall inure to the benefit of the heirs, executors and administrators of any person so indemnified pursuant to this Article. The right to indemnification and to advancement of expenses under this Article shall be a contract right. Such indemnification and advancement of expenses shall be in addition to any other rights to which those persons seeking indemnification and advancement of expenses may be entitled under any law, agreement, vote of stockholders, or otherwise.

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     Any repeal or amendment of this Article by the Board of Directors or stockholders of the Corporation or by changes in applicable law shall, to the extent permitted by applicable law, be prospective only, and shall not adversely affect any right to indemnification or advancement of expenses of any person existing at the time of such repeal or amendment. In addition to the foregoing, the right to indemnification and advancement of expenses shall be to the fullest extent permitted by the Delaware General Corporation Law or any other applicable law and all amendments to such laws as hereafter enacted from time to time.

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EX-10.1

EXHIBIT 10.1

February 1, 2005

Robert W. Davis,
	512 Furlong Drive,
		Austin, Texas 78746.
		Re: Employment Agreement

Dear Bob:

     This is your Employment Agreement (the “Agreement”) with Computer Associates International, Inc., a Delaware corporation (the “Company”). It sets forth the terms of your employment with the Company and its affiliates from time to time (together, the “Group”).

1. Your Position, Performance and Other Activities

     (a) Position. You will be employed in the position of Executive Vice President and Chief Financial Officer (“CFO”) of the Company and will report to the Company’s Chief Executive Officer (“CEO”) or such other person, consistent with your position as CFO, as the CEO or the Company’s Board of Directors (the “Board”) may select from time to time.

     (b) Authority, Responsibilities and Reporting. You will have the authority, responsibilities and reporting relationships that correspond to your position, including any particular authority, responsibilities and reporting relationships that the CEO or any officer of the Group to whom you report, may assign to you from time to time, which are consistent with your position hereunder. You agree to comply with such policies of the Company as may be adopted from time to time.

     (c) Performance. During your employment, you will devote substantially all of your business time and attention to the Group and will use good faith efforts to discharge your responsibilities under this Agreement to the best of your ability. During your employment, your place of performance will be Islandia, New York or such other place as the CEO determines.

     (d) Other Activities. During your employment, you will not render any business, commercial or professional services to any non-member of the Group.

However, you may (1) serve on corporate, civic or charitable boards, (2) manage personal investments, and (3) deliver lectures, fulfill speaking engagements and teach at educational institutions, so long as (A) these activities do not interfere with your performance of your responsibilities under this Agreement and (B) any service on a corporate, civic or charitable board is approved by the Board.

2. Term of Your Employment

Subject to your satisfactory completion of pre- and post-employment background, reference and other checks, your employment under this Agreement will (a) begin on or before March 1, 2005 (the “Start Date” of this Agreement) and (b) end at the close of business on the effective date of your termination of employment. References in this Agreement to “your employment” are to your employment under this Agreement.

3. Your Compensation

     (a) Salary. During your employment, you will receive an annual base salary (as increased from time to time, your “Salary”) payable in accordance with the Company’s regular payroll practices. The starting amount of your Salary is $525,000. The Company will review your Salary periodically and may increase (but not decrease) it at any time for any reason.

     (b) Bonus. You will be eligible to receive an annual cash bonus (your “Bonus”) for each fiscal year of the Company. The target level for your Bonus for each fiscal year of your employment will be at least 100% of your Salary for such year (“Target Annual Bonus”). Your Bonus will be paid at the same time as such bonuses are paid to other senior executives of the Company.

     (c) Long-Term Incentive Awards. You will be eligible to receive long-term incentive awards as determined by the Company in accordance with the Company’s Long-Term Incentive Plan (and any successor plan) in which you will begin to participate for the performance period starting April 1, 2005. The target award level under the Company’s Long- Term Incentive Plan will be $2,200,000 for the award period from April 1, 2005 through March 31, 2006.

     (d) Initial Incentive Awards. (1) In addition to your Salary and Bonus, on your Start Date or promptly thereafter, you will be awarded (A) stock options to purchase 50,000 shares of the Company’s common stock (your “Sign-On Options”) and (B) 60,000 restricted shares of the Company’s common stock (your “Sign-On Stock”).

     (2) Your Sign-On Options will be granted under the Company’s 2002 Incentive Plan and will have an exercise price equal to the closing price of the Company’s common stock on the date of grant. Your Sign-On Options will vest 34%, 33% and 33% on the first, second and third anniversaries of the date of grant.

     (3) Your Sign-On Stock will be granted under the Company’s 2002 Incentive Plan. Initially, 66% of your Sign-On Stock may not be transferred or assigned and will be forfeited to the Company for zero (0)

2

consideration if your employment with the Company is terminated for any reason prior to vesting. Your Sign-On Stock will vest 34% on the grant date and 33% and 33% on the first and second anniversaries of the grant date (such restricted stock is “vested” when it is no longer subject to such forfeiture provisions and, to the extent vested, will not be subject to the transfer restrictions described above).

     (4) Except as provided in this Agreement, your Sign-On Options and Sign-On Stock will be subject to the terms of the Company’s 2002 Incentive Plan and to the terms of your award agreement under it.

     (e) Relocation Benefit. In accordance with the Company’s Relocation Policy, you will be eligible to be reimbursed for your reasonable costs incurred in connection with your relocation to the Company’s headquarters in Islandia, New York.

     (f) Cash Equalization Payment. You will receive a one-time cash equalization payment of $275,000, which will be paid in two equal installments. The first installment of $137,500 will be payable with your first scheduled paycheck following your first thirty days of employment and the second and final installment of $137,500 will be payable with your first scheduled paycheck following your first six (6) months of employment, provided you are still employed by the Company on the date of payment.

4. Other Employee Benefits

     (a) Vacation. You will be entitled to paid annual vacation during your employment in accordance with Company policy; provided, that in no event shall such vacation be less than four (4) weeks per year.

     (b) Business Expenses. You will be reimbursed for all business and entertainment expenses incurred by you in performing your responsibilities under this Agreement. However, your reimbursement will be subject to the Group’s normal practices for senior executives.

     (c) Facilities. During your employment, you will be provided with office space, facilities, secretarial support and other business services consistent with your position on a basis that is at least as favorable as that provided to similarly situated senior executives of the Group.

     (d) Employee Benefit Plans. During your employment, you will be eligible to participate in the Group’s employee benefit and welfare plans, including plans providing retirement benefits, medical, dental, hospitalization, life or disability insurance, on a basis that is at least as favorable as that provided to similarly situated senior executives of the Group.

5. Termination of Your Employment

     (a) No Reason Required. You or the Company may terminate your employment at any time for any reason, or for no reason, subject to compliance with Section 5(e).

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     (b) Termination by the Company for Cause.

       (1) “Cause” means any of the following:

     (A) Your continued failure, either due to willful action or as a result of gross neglect, to substantially perform your duties and responsibilities to the Group under this Agreement (other than any such failure resulting from your incapacity due to physical or mental illness) that, if capable of being cured, has not been cured within thirty (30) days after written notice is delivered to you by the Company, which notice specifies in reasonable detail the manner in which the Company believes you have not substantially performed your duties and responsibilities.

     (B) Your engagement in conduct which is demonstrably and materially injurious to the Group, or that materially harms the reputation or financial position of the Group, unless the conduct in question was undertaken in good faith on an informed basis with due care and with a rational business purpose and based upon the honest belief that such conduct was in the best interest of the Group.

     (C) Your indictment or conviction of, or plea of guilty or nolo contendere to, a felony or any other crime involving dishonesty, fraud or moral turpitude.

     (D) Your being found liable in any SEC or other civil or criminal securities law action or entering any cease and desist order with respect to such action (regardless of whether or not you admit or deny liability).

     (E) Your breach of your fiduciary duties to the Group which may reasonably be expected to have a material adverse effect on the Group.

     (F) Your (i) obstructing or impeding, (ii) endeavoring to influence, obstruct or impede, or (iii) failing to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity (an “Investigation”). However, your failure to waive attorney-client privilege relating to communications with your own attorney in connection with an Investigation shall not constitute “Cause.”

     (G) Your removing, concealing, destroying, purposely withholding, altering or by any other means falsifying any material which is requested in connection with an Investigation.

     (H) Your disqualification or bar by any governmental or self-regulatory authority from serving in the capacity contemplated by this Agreement or your loss of any governmental or self-regulatory license that is reasonably necessary for you to perform your responsibilities to the Group under this Agreement, if (i) the disqualification, bar or loss continues for more than 30 days and (ii)

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during that period the Group uses its good faith efforts to cause the disqualification or bar to be lifted or the license replaced. While any disqualification, bar or loss continues during your employment, you will serve in the capacity contemplated by this Agreement to whatever extent legally permissible and, if your employment is not permissible, you will be placed on leave (which will be paid to the extent legally permissible).

     (I) Your unauthorized use or disclosure of confidential or proprietary information, or related materials, or the violation of any of the terms of the Company’s standard confidentiality policies and procedures, in the case of any item identified in this clause (I) which may reasonably be expected to have a material adverse effect on the Group and that, if capable of being cured, has not been cured within 30 days after written notice is delivered to you by the Company, which notice specifies in reasonable detail the alleged unauthorized use or disclosure or violation.

     (J) Your violation of the Group’s (i) Workplace Violence Policy or (ii) policies on discrimination, unlawful harassment or substance abuse.

For this definition, no act or omission by you will be “willful” unless it is made by you in bad faith or without a reasonable belief that your act or omission was in the best interests of the Group.

(c) Termination by You for Good Reason.

       (1) “Good Reason” means any of the following:

     (A) Any material and adverse change in your position with the Group. However, it will not be a material and adverse change in your position if, in connection with the succession by another member of the Group to the business line for which your services primarily are performed, your position, responsibilities and reporting lines are changed to account for the succession but are otherwise consistent with your position before the change.

     (B) Any assignment by the Company of duties inconsistent in any material respect with your position, authority or duties.

     (C) Any reduction by the Company in your Salary or Target Annual Bonus, other than any such reduction agreed to by you in writing.

     (D) Any failure by the Company to comply with Section 3.

     (E) Any material failure by the Company to comply with Section 4.

     (F) Any purported termination by the Company of your employment that is in breach of this Agreement.

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     (G) Any failure by the Company to comply with Section 9(c).

       (2) The Company’s placing you on paid leave for up to 90 consecutive days while it is determining whether there is a basis to terminate your employment for Cause will not constitute Good Reason.

       (3) To terminate your employment “for Good Reason”, Good Reason must have occurred and you must comply with Section 5(e). However, prior to complying with Section 5(e), (A) you must first give the Company notice and a 30-day period to cure the event constituting Good Reason under Section 5(c)(1) (“Notice of Good Reason”) and (B) if you do not give Notice of Good Reason within 90 days after you have knowledge that an event constituting Good Reason has occurred, the event will no longer constitute Good Reason.

(d) Termination on Disability or Death.

       (1) The term “Disability” means your absence from your responsibilities with the Company on a full-time basis for 180 business days in any consecutive 12 months as a result of incapacity due to mental or physical illness or injury. If the Company determines in good faith that your Disability has occurred, the Company may give you Termination Notice (as defined below). If within 30 days of the Termination Notice you do not return to full-time performance of your responsibilities, your employment will terminate. If you do return to full-time performance in that 30-day period, the Termination Notice will be cancelled for all purposes of this Agreement. Except as provided in this Section 5(c), your incapacity due to mental or physical illness or injury will not affect the Company’s obligations under this Agreement.

       (2) Your employment will terminate automatically on your death. If you die before your employment starts, all the provisions of this Agreement will also terminate and there will be no liability of any kind under this Agreement.

(e) Advance Notice Generally Required.

       (1) To terminate your employment, either you or the Company must provide a Termination Notice to the other. A “Termination Notice” is a written notice that states the specific provision of this Agreement on which termination is based, including, if applicable, the specific clause of the definition of Cause or Good Reason and a reasonably detailed description of the facts that permit termination under that clause. (The failure to include any fact in a Termination Notice that contributes to a showing of Cause or Good Reason does not preclude either party from asserting that fact in enforcing its rights under this Agreement.)

       (2) You and the Company agree to provide 30 days’ advance Termination Notice of any termination, unless your employment is terminated by the Company for Cause or because of your Disability or death. Accordingly, the effective date of termination of your employment

6

will be 30 days after Termination Notice is given, except that (A) the effective date will be the date of the Company’s Termination Notice if your employment is terminated by the Company for Cause, although the Company may provide a later effective date in the Termination Notice, (B) the effective date will be 30 days after Termination Notice is given if your employment is terminated because of your Disability, and (C) the effective date will be the time of your death if your employment is terminated because of your death. The Company may elect to place you on paid leave for all or part of the advance notice period. Notwithstanding the foregoing, if you give the Company Termination Notice, the Company in its sole discretion may waive the 30-day notice requirement and accelerate the effective date of termination of your employment to any earlier date.

6. The Company’s Obligations in Connection with Your Termination

     (a) General Effect. On termination your employment will end and the Group will have no further obligations to you except as provided in this Section 6.

     (b) With Good Reason or Without Cause. If, during your Compensation Period, the Company terminates your employment without Cause or you terminate your employment for Good Reason:

       (1) The Company will pay you the following as of the end of your employment: (A) your unpaid Salary through the date of termination, (B) your Salary for any accrued but unused vacation, and (C) any accrued expense reimbursements and other cash entitlements (together, your “Accrued Compensation”). In addition, the Company will timely pay you any amounts and provide to you any benefits that are required, or to which you are entitled, under any plan, contract or arrangement of the Group (together, the “Other Benefits”).

       (2) The Company will pay you an amount equal to one (1) times your then current Salary payable in accordance with the Company’s form of separation agreement as in effect from time to time.

     (c) For Cause, Without Good Reason, Your Disability or Death. If the Company terminates your employment for Cause, or as a result of your Disability or death or you terminate your employment without Good Reason, the Company will pay your Accrued Compensation and provide your Other Benefits.

     (d) Change in Control. If there is a “Change in Control”, as defined in the Company’s Change in Control Severance Policy (the “CIC Severance Policy”), and you are entitled to the payments and benefits provided in the CIC Severance Policy they will reduce (but not below zero) the corresponding payment or benefit provided under this Agreement. It is the intent of this provision to pay or to provide to you the greater of the two payments or benefits but not to duplicate them. Under the terms of the CIC Severance Policy you will be considered a Schedule A participant. If the CIC Severance Policy were to be changed during your employment, the Company will establish change in control terms applicable to you on a basis no less favorable to you than as are set forth in the CIC Severance Policy on the Start Date.

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     (e) Condition. The Company will not be required to make the payments and provide the benefits stated in this Section 6 unless you execute and deliver to the Company an agreement releasing from all liability (other than liability to make the payments and provide the benefits contemplated by this Agreement) each member of the Group and any of their respective past or present officers, directors, employees or agents.

     (f) Timing. The benefits provided in this Section 6 will begin after the end of your employment.

7. No Public Statements or Disparagement

You agree that you will not make any public statement that would libel, slander or disparage any member of the Group or any of their respective past or present officers, directors, employees or agents.

8. Effect on Other Agreements; Entire Agreement

This Agreement is the entire agreement between you and the Company with respect to the relationship contemplated by this Agreement and supersedes any earlier agreement, written or oral, with respect to the subject matter of this Agreement. In entering into this Agreement, no party has relied on or made any representation, warranty, inducement, promise or understanding that is not in this Agreement. You hereby acknowledge that you are not subject to any obligation which would in any way restrict the performance of your duties hereunder.

9. Successors

     (a) Payments on Your Death. If you die and any amounts are or become payable under this Agreement, we will pay those amounts to your estate.

     (b) Assignment by You. You may not assign this Agreement without the Company’s consent. Also, except as required by law, your right to receive payments or benefits under this Agreement may not be subject to execution, attachment, levy or similar process. Any attempt to effect any of the preceding in violation of this Section 9(b), whether voluntary or involuntary, will be void.

     (c) Assumption by any Surviving Company. Before the effectiveness of any merger, consolidation, statutory share exchange or similar transaction (including an exchange offer combined with a merger or consolidation) involving the Company (a “Reorganization”) or any sale, lease or other disposition (including by way of a series of transactions or by way of merger, consolidation, stock sale or similar transaction involving one or more subsidiaries) of all or substantially all of the Company’s consolidated assets (a “Sale”), the Company will cause (1) the Surviving Company to unconditionally assume this Agreement in writing and (2) a copy of the assumption to be provided to you. After the Reorganization or Sale, the Surviving Company will be treated for all purposes as the Company under this Agreement. The “Surviving Company” means (i) in a Reorganization, the entity resulting from the Reorganization or (ii) in a Sale, the entity that has acquired all or substantially all of the assets of the Company.

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10. Disputes

     (a) Employment Matters. This Section 10 applies to any controversy or claim between you and the Group arising out of or relating to or concerning this Agreement or any aspect of your employment with the Group or the termination of that employment (together, an “Employment Matter”).

     (b) Mandatory Arbitration. Subject to the provisions of this Section 10, any Employment Matter will be finally settled by arbitration in the County of New York administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. However, the rules will be modified in the following ways: (1) the decision must not be a compromise but must be the adoption of the submission by one of the parties, (2) each arbitrator will agree to treat as confidential evidence and other information presented, (3) there will be no authority to amend or modify the terms of this Agreement except as provided in Section 11(c) (and you and the Group agree not to request any such amendment or modification), (4) a decision must be rendered within 10 business days of the parties’ closing statements or submission of post-hearing briefs and (5) the arbitration will be conducted before a panel of three arbitrators, one selected by you within 10 days of the commencement of arbitration, one selected by the Company in the same period and the third selected jointly by these arbitrators (or, if they are unable to agree on an arbitrator within 30 days of the commencement of arbitration, the third arbitrator will be appointed by the American Arbitration Association; provided, that the arbitrator shall be a partner or former partner at a nationally recognized law firm).

     (c) Limitation on Damages. You and the Group agree that there will be no punitive damages payable as a result of any Employment Matter and agree not to request punitive damages.

     (d) Enforcement of Arbitration Awards. You or the Group may bring an action or special proceeding in a state or federal court of competent jurisdiction sitting in the County of New York to enforce any arbitration award under Section 10(b).

     (e) Jurisdiction and Choice of Forum. You and the Group irrevocably submit to the exclusive jurisdiction of any state or federal court located in the County of New York over any Employment Matter that is not otherwise arbitrated or resolved according to Section 10(b). This includes any action or proceeding to compel arbitration or to enforce an arbitration award. Both you and the Group (1) acknowledge that the forum stated in this Section 10(e) has a reasonable relation to this Agreement and to the relationship between you and the Group and that the submission to the forum will apply even if the forum chooses to apply non-forum law, (2) waive, to the extent permitted by law, any objection to personal jurisdiction or to the laying of venue of any action or proceeding covered by this Section 10(e) in the forum stated in this Section, (3) agree not to commence any such action or proceeding in any forum other than the forum stated in this Section 10(e) and (4) agree that, to the extent permitted by law, a final and non-appealable judgment in any such action or proceeding in any such court will be conclusive and binding on you and the Group. However, nothing in this Agreement

9

precludes you or the Group from bringing any action or proceeding in any court for the purpose of enforcing the provisions of Section 10(b) and this Section 10(e).

     (f) Waiver of Jury Trial. To the extent permitted by law, you and the Group waive any and all rights to a jury trial with respect to any Employment Matter.

     (g) Governing Law. This Agreement will be governed by and construed in accordance with the law of the State of New York applicable to contracts made and to be performed entirely within that State.

11. General Provisions

     (a) Construction.

     (1) References (A) to Sections are to sections of this Agreement unless otherwise stated; (B) to any contract (including this Agreement) are to the contract as amended, modified, supplemented or replaced from time to time; (C) to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and to any section of any statute, rule or regulation include any successor to the section; (D) to any governmental authority include any successor to the governmental authority; (E) to any plan include any programs, practices and policies; (F) to any entity include any corporation, limited liability company, partnership, association, business trust and similar organization and include any governmental authority; and (G) to any affiliate of any entity are to any person or other entity directly or indirectly controlling, controlled by or under common control with the first entity.

     (2) The various headings in this Agreement are for convenience of reference only and in no way define, limit or describe the scope or intent of any provisions or Sections of this Agreement.

     (3) Unless the context requires otherwise, (A) words describing the singular number include the plural and vice versa, (B) words denoting any gender include all genders and (C) the words “include”, “includes” and “including” will be deemed to be followed by the words “without limitation.”

     (4) It is your and the Group’s intention that this Agreement not be construed more strictly with regard to you or the Group.

     (b) Withholding. You and the Group will treat all payments to you under this Agreement as compensation for services. Accordingly, the Group may withhold from any payment any taxes that are required to be withheld under any law, rule or regulation.

     (c) Severability. If any provision of this Agreement is found by any court of competent jurisdiction (or legally empowered agency) to be illegal, invalid or unenforceable for any reason, then (1) the provision will be amended automatically

10

to the minimum extent necessary to cure the illegality or invalidity and permit enforcement and (2) the remainder of this Agreement will not be affected.

     (d) No Set-off or Mitigation. Except if your employment is terminated by the Company for Cause, your and the Company’s respective obligations under this Agreement will not be affected by any set-off, counterclaim, recoupment or other right you or any member of the Group may have against each other or anyone else. You do not need to seek other employment or take any other action to mitigate any amounts owed to you under this Agreement.

     (e) Notices. All notices, requests, demands and other communications under this Agreement must be in writing and will be deemed given (1) on the business day sent, when delivered by hand or facsimile transmission (with confirmation) during normal business hours, (2) on the business day after the business day sent, if delivered by a nationally recognized overnight courier or (3) on the third business day after the business day sent if delivered by registered or certified mail, return receipt requested, in each case to the following address or number (or to such other addresses or numbers as may be specified by notice that conforms to this Section 11(e)):

     If to you, to your address then on file with the Company’s payroll department.

     If to the Company or any other member of the Group, to:

Computer Associates International, Inc.
World Headquarters
One Computer Associates Plaza
Islandia, New York 11749
Attention: General Counsel
Facsimile: (631) 342-4865

     (f) Consideration. This Agreement is in consideration of the mutual covenants contained in it. You and the Group acknowledge the receipt and sufficiency of the consideration to this Agreement and intend this Agreement to be legally binding.

     (g) Amendments and Waivers. Any provision of this Agreement may be amended or waived but only if the amendment or waiver is in writing and signed, in the case of an amendment, by you and the Company or, in the case of a waiver, by the party that would have benefited from the provision waived. Except as this Agreement otherwise provides, no failure or delay by you or the Group to exercise any right or remedy under this Agreement will operate as a waiver, and no partial exercise of any right or remedy will preclude any further exercise.

     (h) Third-Party Beneficiaries. Subject to Section 9, this Agreement will be binding on, inure to the benefit of and be enforceable by the parties and their respective heirs, personal representatives, successors and assigns. This Agreement does not confer any rights, remedies, obligations or liabilities to any entity or person other than you and the Company and your and the Company’s permitted successors and assigns, although (1) this Agreement will inure to the benefit of the

11

Group and (2) Section 9(a) will inure to the benefit of the most recent persons named in a notice under that Section.

     (i) Counterparts. This Agreement may be executed in counterparts, each of which will constitute an original and all of which, when taken together, will constitute one agreement. However, this Agreement will not be effective until the date both parties have executed this Agreement.

Very truly yours,

COMPUTER ASSOCIATES INTERNATIONAL, INC.

/s/ Andrew G. Goodman

Name: Andrew G. Goodman

Title: Senior Vice President, HR

Accepted and agreed to:

/s/ Robert W. Davis

Robert W. Davis

February 1, 2005

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EX-10.3

Exhibit 10.3

Computer Associates International, Inc.

Restricted Stock Award Certificate

Name of Participant      EmplID

Grant Number
Total Number of Restricted Shares Granted	**Total Granted**
Grant Date	Grant Date
Stock Price on Grant Date	Price

This Certificate confirms the grant under the Computer Associates International, Inc. 2002 Incentive Plan, amended and restated effective as of March 31, 2004 (the “Plan”), to the above-named participant of the amount of Restricted Stock set forth above. This Certificate merely evidences such grant, and does not constitute property of any nature or type or confer any additional rights. This grant is subject in all respects to the applicable terms of the Plan, which are incorporated by reference in this Certificate. A copy of the Plan may be obtained at no cost by contacting the Corporate Treasurer.

The Restricted Stock set forth above will vest as follows: 34% of the total shares will vest immediately on the Grant Date set forth above and the remaining shares will vest in two equal installments on each of the first anniversary and second anniversary of such Grant Date, provided that the above-named participant remains employed through the applicable vesting date. Shares of Restricted Stock that are included in this award may not be transferred by the participant prior to vesting and shall be forfeited by the participant upon the participant’s Termination of Employment, as defined in the Plan, prior to vesting for any reason other than death or Disability, as defined in the Plan.

The Company may satisfy any federal income tax withholding obligations that arise in connection with the vesting of the Restricted Stock (or in connection with an election by the participant under section 83(b) of the Internal Revenue Code, 1986, as amended, with respect to the Restricted Stock) by withholding shares of Restricted Stock that are part of this award having a Fair Market Value, as defined in the Plan, on the date the shares of Restricted Stock first become taxable equal to the minimum statutory withholding obligation with respect to such taxable shares.

By
	Jeff Clarke
	Chief Operating Officer

EX-10.4

Exhibit 10.4

COMPUTER ASSOCIATES INTERNATIONAL, INC.

HOMEOWNERS RELOCATION POLICY FOR BANDS 5 AND Z
(SENIOR EXECUTIVES)

The Company’s policies, procedures and practices, whether expressed here or elsewhere, whether oral or written, are not intended to create any promise or contractual right of employment.

Employment with the Company is at will. This means that either you or the Company may terminate the employment relationship at any time with or without cause and without prior notice. This applies to privileges and benefits as well.

This relocation policy is subject to change by the Company in its sole discretion without prior notice, to the extent permitted by applicable law.

11/1/04

COMPUTER ASSOCIATES INTERNATIONAL, INC.
HOMEOWNERS RELOCATION POLICY FOR BANDS 5 AND Z (SENIOR EXECUTIVES)

INTRODUCTION

Change offers challenges and opportunities. On behalf of all your colleagues here at Computer Associates International, Inc. (Computer Associates or the Company), we want to thank you for your willingness to make this change. We hope that it will lead to personal growth, further career development, and prove mutually beneficial.

While there are many benefits available to you, you will be responsible for managing costs associated with your move and you will be expected to keep relocation costs to a minimum.

Our goal is to provide our mobile employees and their families with the tools and assistance to help them relocate in a timely and cost-effective manner.

It is our shared responsibility to communicate openly and honestly and to cooperate with one another to ensure the highest level of motivation, morale and productivity during the relocation process.

Furthermore, we are committed to ensuring that our service partners meet our requirements for efficient, customer-oriented service delivery. These selected service partners will work with you throughout your move and will be available to answer any questions that you have.

You will be asked to confirm receipt of this policy to ensure effective communication.

Best wishes to you and your family in your new location.

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11/1/04

ELIGIBILITY

When relocating at Computer Associates’ request, you will be eligible for the relocation assistance described in this policy if you are a full time employee or new hire in Bands 5 or Z, own and reside at the point of origination in a home that fits the criteria established by the Company described below, and your new principal place of work is at least 50 miles farther than the old residence was from the old place of work (i.e., your commute has increased more than 50 miles). The anticipated duration of your assignment must be at least one year, and the relocation of your household is necessary to significantly reduce the problems of commuting.

Certain relocation expenses for family members (spouses, partners and dependents) may also be reimbursed provided they reside with you in your permanent residence at origination.

If a family member currently living with you is also employed by the Company and will be employed by the Company at the new location, all relocation assistance and expense reimbursements will be offered and paid once.

MOVE ELIGIBILITY

To be eligible to qualify for relocation assistance, you must be able to complete your relocation within one year of the start date of your new position. After this date you will forfeit eligibility for certain benefits, like new home purchase assistance. You must also satisfy the distance requirement listed below. If you do not think you will qualify in either case, contact your Counselor (as defined below) immediately for further instructions.

1]	Mileage from your old home to your new workplace:
2]	Mileage from your old home to your old workplace:
3]	Subtract line 2 from line 1:
	The result on line 3 must be equal to or more than 50 miles.

YOUR RESPONSIBILITIES

Your cooperation throughout the transfer will help to ensure your move is accomplished with the least inconvenience possible. In addition:

•   You must not contact any brokers directly until you have spoken with your Counselor. Instead, you will be referred to approved brokers at both the departure and destination locations.

•   You should retain certain receipts and other documents to verify relocation expenses and support payments made to you by Computer Associates under this policy.

•   You are expected to comply with the time frames established for the various steps of your relocation, as described in this policy.

•   You must secure necessary approvals.

•   You must prepare and submit all necessary expense reports in a timely manner.

•   You must sign your Moving & Relocation Expense Repayment Agreement in the form provided by Human Resources.

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11/1/04

At the conclusion of your move, we will solicit your sincere evaluation of the services made available to you.

HUMAN RESOURCES RESPONSIBILITIES

All relocation decisions relating to eligibility must be approved by Human Resources. Human Resources will also make all initial authorizations for services to all service providers. Human Resources has selected various service providers to assist with your relocation.

RELOCATION SERVICE COMPANY

Computer Associates has selected Weichert Relocation Resources, Inc. (WRRI) to assist you in selling your current home and finding and financing your home in the new location. A WRRI Relocation Counselor (Counselor) will be assigned as your liaison in coordinating all aspects of your relocation. The Counselor’s primary objectives are to provide quality service to you while cost-effectively helping us implement this policy.

FlashPoint

Your Counselor will also provide instructions for accessing FlashPoint, a customized and secure private Internet site that provides you with “anytime” access through any Internet connection. From your personalized FlashPoint homepage, you will be able to:

- Research destination communities

- Access helpful moving tips

- Query expense information

- Review benefit details

You can visit WRRI’s website at                for general information and when your Counselor provides you with your PIN number, you will be able to access your own personal information.

APPROVED REAL ESTATE FIRMS / BROKERS

The real estate firms and representatives you will be referred to must meet strict standards. You will be referred to brokers who meet these criteria and may not enter into any binding agreements with brokers who are not approved. To retain your eligibility for certain benefits, you must use approved brokers.

You must talk with your Counselor prior to contacting any real estate firms (or agents). The Counselor will then call the real estate firms/agents and explain to them their role in coordinating with WRRI in connection with certain departure and destination area activities attendant to your relocation and the Company’s relocation policy. One of the items that WRRI reviews with the departure area listing broker is the Listing Exclusion Clause, more fully described below under the heading “Listing Exclusion Clause”. The failure to include this provision in your Listing Agreement may result in certain adverse consequences.

STANDARDS FOR COMPANY-APPROVED BROKERS

•   The real estate firm/broker must have no interest (actual or contemplated) in the Company, departure property, or the home to be purchased at destination, including any business or family relationship with the owners of the properties.

•   The real estate firm/broker must have relocation-related experience, proven track records in your community, and the highest standards of customer service.

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11/1/04

LUMP SUM PAYMENTS

Many of the usual relocation expense areas will be handled via a lump sum payment. The lump sum payment is designed to reduce record-keeping requirements for your expenses, simplify administrative processes, and provide you with the maximum flexibility possible and the opportunity to manage your own cash flow during your relocation. If your actual expenses are less than the lump sum allowance, you may retain the unused portion. Conversely, if your expenses exceed the lump sum allowance, you will be responsible for these costs.

The amount of your lump sum payment can be determined by looking at the chart to be provided by your Counselor. The amount varies based on the various factors set forth below.

LUMP SUM COMPONENTS – The following components are included in the lump sum payment for which you are eligible:

1.	Two House Hunting Trips
•	Lodging for a total of nine nights
•	Per diem for meals
•	Mid-size rental car
•	Two round-trip airline tickets for you and your spouse/partner based upon a 14-day advance purchase or personal auto mileage. (The distance between your old location and new location must be greater than 250 miles to qualify for air transportation.)
2.	Temporary Living
•	Lodging in corporate housing (or equivalent) for 90 days
•	If lodging does not have kitchen facilities, a per diem for meals will be factored in the lump sum calculation
•	Mid-size rental car for 2 weeks
•	Coach-class airline ticket based on a 14-day advance purchase for the employee only or mileage calculated at the Company-established rate will be included
•	Five return trips home for the employee only including coach-class airline ticket based on a 14-day advance purchase.

The allowance for temporary living is of limited duration and will require that you focus your efforts to obtain a new residence quickly. Per diem rates are based on hotel costs in the new location. If your personal situation requires a longer stay, then WRRI can assist you in finding short-term furnished housing, often at a more attractive rate. However, you will bear any additional costs if you cannot obtain and occupy adequate housing in the time frames described above.

CALCULATION AND PAYMENT

Calculations will be based upon your family size, expense projections for the new location, and the elements of eligible expenses established by Computer Associates.

The applicable tax gross-up will be explained to you during the review with your Counselor of the lump sum payment calculation. For more information please refer to the “Tax Information” section or consult your Counselor.

Payment for the total lump sum amount will typically be in two equal installments:

–    The first portion will be paid to coincide as closely as possible with your house-hunting trip;

–    The second portion will be paid after your start date at your new office location.

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11/1/04

MISCELLANEOUS ALLOWANCE

This miscellaneous allowance is designed to assist in the various costs you experience to change auto registrations, install new appliances, move any antiques or valuables which are not covered under the shipment of household goods, or any other expense not specifically covered in some other part of this policy. You will qualify for a miscellaneous allowance equal to your new monthly salary up to a maximum of $25,000.

The miscellaneous allowance is taxable income and will generally be paid by CA in the next available payroll cycle following your start date at your new office location based on CA’s payroll cycles and processing dates.

SELLING YOUR HOME – Home Marketing Assistance and the Buyer Value Option (BVO) Program.

The objective of home marketing assistance is to help you realize the most value from the sale of your home within a reasonable period of time, enabling you and your family to purchase a home in your new location. In order to provide every opportunity for a sale to a third party, your home must be actively marketed. If you have not entered into a contract to sell your home within 180 days after the initial Listing Agreement is signed, you will no longer be eligible for the BVO program and you will only be entitled to direct reimbursement, as described below in “SELLING YOUR HOME ON YOUR OWN”.

The services offered through the program will provide you with professional expertise and will assist you in:

•   Selecting a qualified real estate broker

•   Establishing a competitive list price based on competitive market analysis

•   Developing marketing strategies to increase the likelihood of a rapid sale

The Process

Your Counselor will contact you to review your relocation benefits and answer your questions. Your Counselor will also outline the information needed from you to ensure that the home selling process proceeds quickly and smoothly.

After this conversation, your Counselor will send you an initiation package, including:

•   All required forms

•   Information on preparing, listing, and selling your home

•   Hints on home purchase in your destination location

Your Counselor will help you develop a home marketing strategy and work with you on any offers you receive and, as indicated below, will help you select a qualified real estate broker.

IT IS IMPORTANT THAT YOU NOT INITIATE ANY WORK WITH A REAL ESTATE BROKER OR LIST YOUR HOME FOR SALE WITHOUT FIRST SPEAKING TO YOUR COUNSELOR.

BVO Eligibility

The BVO program is available as a vehicle for the sale of your principal residence at the time you are asked to relocate. This coverage is limited to a one- or two-family dwelling, condominium or townhouse. You must have good and marketable title to the residence and the property must be in saleable condition (all construction completed, eligible for lender financing, etc.)

Some properties are not eligible for the BVO program without special approval from Human Resources:

•   Multiple dwellings (more than two units)

•   Homes with excessive acreage

•   Farms

•   Mobile homes

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•   Cooperative apartments

•   Vacation homes

•   Income or investment properties

•   Vacant land

•   Properties with hazardous substances that cannot be remedied

If you have any questions on program eligibility, please consult your Counselor.

The Broker Selection Process

During the selection process, we recommend that you interview the recommended brokers to assess their ability to effectively market your home. Please advise them that you are considering using their services and have been referred by WRRI. Some of the questions you might ask them to help you in your selection process are:

•   Which locations and price ranges do you have the most experience with?

•   How many similar homes have you sold in the last six months?

•   How do you intend to market my home? (How many open houses will be scheduled? What is your advertising strategy?)

Once you have selected a broker, notify your Counselor. Remember — do not sign a Listing Agreement until you have talked with your Counselor.

If you feel strongly about working with a real estate firm or a broker not recommended by WRRI, please discuss this with your Counselor. The Counselor will then contact your broker to see if he or she qualifies to participate in the BVO program explained below and explain to them various aspects of this program, including the required “Listing Exclusion Clause”.

Listing Exclusion Clause

When it is time to sign a Listing Agreement with the broker a “Listing Exclusion Clause” must be included in your Listing Agreement. Brokers are familiar with this type of clause when a homeowner is participating in a relocation program.

The following Listing Exclusion Clause is required as part of your Listing Agreement with your broker:

“It is understood and agreed that whether or not an offer is presented by a ready, willing and able buyer, no commission or compensation shall be earned by or due and payable to broker until the sale of the Property has been consummated between the owner and buyer, the deed delivered to the buyer and the purchase price delivered to the owner. The owner(s) reserves the right to sell this Property to Computer Associates International, Inc. (“Computer Associates”) or to a home sale assistance company acting on its behalf. Upon execution by Computer Associates or the home sale assistance company and the owner(s) of a Contract of Sale with respect to the Property, this Listing Agreement shall immediately terminate with no obligation on owners’ part or on the part of Computer Associates or the home sale assistance company either to pay a commission or to continue this listing.”

In addition, it is requested that the following paragraph also be included in your Listing Agreement. It is intended to confirm the fact that your Counselor has referred you to the broker providing assistance.

“In consideration of the placement of the referral, and/or the marketing and corporate information provided by Weichert Relocation Resources, Inc. (“WRRI”) to the listing broker, such broker agrees to pay WRRI a mutually agreed referral fee. The listing broker authorizes the closing agent (WRRI’s title company or

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attorney) to deduct the referral fee from the commission monies due at the closing and to pay same to WRRI directly.”

Disclosure

Real estate transactions are governed by laws and regulations designed to protect the interests of both sellers and buyers. Every home seller has certain duties and obligations to a buyer, including full disclosure of all pertinent information about the condition of the home and its surroundings. In this regard, you can protect both yourself and Computer Associates from potential litigation by the timely and thorough completion of all forms and documents pertaining to the condition of your property. It is not the intent of the Company to relieve you of your duties and obligations, including (but not limited to) completing all necessary repairs and full disclosure.

The Home Marketing Process

As explained above, your Counselor will discuss market strategies with your listing agent as soon as you have executed a Listing Agreement. The Counselor will follow up on buyer and broker comments, open house events, and showing activity, and will make recommendations on selling price adjustments, advertising strategies, and terms/conditions.

When You Receive an Offer

If you receive a bona fide purchase offer on your home at any time, contact your Counselor immediately. A “bona fide offer” is an offer from a ready, willing and able party not related to you in any way.

DO NOT SIGN ANY SALES AGREEMENT OR ACCEPT ANY DOWN PAYMENT OR DEPOSIT WITHOUT FIRST SPEAKING TO YOUR COUNSELOR.

Your Counselor will assist you in determining if the offer is in your best interest and whether the terms are acceptable to all parties. To be acceptable, the sale cannot be contingent on the sale of another property, and it should be scheduled to close within 90 days.

The Counselor will review any proposed sale agreement to ensure that it does not contain any contingency and that its terms are consistent with local custom. The Counselor will also pre-qualify your home and the potential buyer for financing. If all these are determined to be satisfactory, the Counselor will send you a Contract of Sale in which WRRI offers to buy your home at the agreed price (which will reflect any concessions to buyer) such as the payment of buyer’s closing costs, buyer’s inspection costs, repairs, allowances, etc. (and any other adjustments). Once you and WRRI have signed the Contract of Sale, the Listing Agreement with the broker will terminate and you will have no obligation to pay a broker commission thereunder.

Once you have signed the Contract of Sale and you have vacated your home, you will receive your final equity payment. The closing or settlement date of the sale will be the later of the date on which you sign the Contract of Sale or the date on which you vacate the property. All adjustments and pro rations will be made as of the settlement date.

During the period of time you remain in your home after acceptance of an offer, you are still responsible for the care and maintenance of the home (including repairs) and for your mortgage payments, taxes and insurance.

Closing the Sale and Receiving Your Equity

Upon receiving a clear title search, your Counselor will send you all the necessary closing documents. By signing these documents, you will not be required to attend the closing. As indicated above, the equity from the sale will be sent to you after your vacate date or the WRRI contract acceptance date, whichever occurs last. An Employee in Band 5 or Z that is an executive officer will not be eligible to receive an equity advance prior to the settlement date of the sale of his or her home.

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SELLING YOUR HOME ON YOUR OWN

If you choose not to work with WRRI, or do not want to follow the special rules for the BVO program, Computer Associates will reimburse your closing costs up to a maximum of 6% of the sale price of your home. However, all reimbursements will be reported as income to you. You will be responsible for all income taxes associated with the reimbursement of these costs, which can be a substantial amount. Therefore, you are strongly encouraged to participate in the BVO program if at all possible.

NEW RESIDENCE

The objective of the home finding counseling you will receive is to help you find an affordable home as quickly as possible, and to settle into a new location with the least amount of inconvenience and cost.

NEW HOME PURCHASE

If you currently own a home and wish to purchase a home in the new location, your Counselor will assess your needs and develop a profile of your preferences for commuting, lifestyle, amenities, schools, etc.

After initial counseling to assess your needs and preferences, an approved broker will assist you in organizing an area orientation of suitable, affordable communities. This representative will accompany you on your preview of specific homes that best meet your preferences. When you find the right home, the Broker will assist you in preparing the Offer to Purchase, scheduling inspections and planning your home purchase.

Building a new home is a personal decision; therefore, it is important to recognize the risks and policy limitations associated with new construction. If you decide to build a home, you will be responsible for additional costs directly resulting from this decision. The following points illustrate costs that will not be reimbursed:

•   Extensions of temporary living due to construction delays

•   Builder’s costs relative to construction loans; only one set of eligible purchase closing costs will be considered for reimbursement

You should evaluate the impact of the financial burden, equity risk and inconveniences associated with your purchase decision. Furthermore, the following characteristics of the proposed new home should be considered in making your final decision, since they may impact the long term value of the home. Is the home:

•   Located in a residential community

•   Located within an incorporated area

•   Architecturally consistent with the neighborhood

•   A resort or recreational property

•   Consistent in property acreage within the neighborhood

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NEW HOME PURCHASE ASSISTANCE/MORTGAGE PROGRAMS

This section applies to you only if you currently own your principal residence and are purchasing a home within twelve months of your effective start date at the new location. Computer Associates will pay for some of the closing costs associated with purchasing your new home.

To assist you in obtaining a mortgage, we have agreements with WRRI and GMAC Mortgage Services (GMAC) to provide special mortgage programs. Under these agreements, reimbursable closing costs will be billed directly to Computer Associates. This eliminates the necessity of obtaining an advance to pay closing costs and/or submitting relocation expense reports for reimbursement after closing as discussed below under Mortgage Programs. Although you are under no obligation to use these companies, you may find their approval and processing times are shorter than what might otherwise be available and that you qualify for more financing under their flexible underwriting guidelines and favorable reimbursement schedule. Your Mortgage Counselor will explain the following programs to you:

Pre-Approval

The pre-approved process enables you to get an early start on the mortgage process. A mortgage pre-qualification certificate is a useful tool for negotiating the purchase price of the new home. Home sellers are often willing to make concessions to buyers if they know financing will not be a problem.

Mortgage Programs

A variety of programs are available and WRRI or GMAC will help you select the right one. Once a home is selected, WRRI will expedite the closing process by finalizing the mortgage/finance process.

If you choose to work with WRRI or GMAC mortgage services, the following closing costs are eligible for payment:

•   Loan Origination Fees, discount points or mortgage broker points, subject to a maximum of one point

•   Title Insurance or fees for examination of title, as required by the lender

•   Normal and customary escrow or closing fees charged by the title company and/or the lender to close the sale (Not including items such as taxes and insurance that must be paid in advance into escrow accounts.)

•   Normal and customary attorneys’ fees

•   Normal and customary recording fees

•   Assumption or transfer fees

•   Mortgage application fees

•   Appraisal and/or survey of the new home, if required by the lender

•   Credit report charges

If you choose to use a lender other than WRRI or GMAC, you may request a cash advance of your estimated closing costs, up to a maximum of $5,000. Your lender is required to give you a “good faith estimate” well in advance of the closing. At least 10 days prior to your scheduled closing date, you should advise the Company of your request for the advance and fax a copy of the “good faith estimate” to your Counselor. To receive reimbursement for the balance of your closing costs, you must complete and submit a Relocation Expense Report that itemizes each reimbursable expense, along with a copy of the final closing statement.

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MOVING TO YOUR NEW LOCATION

Moving Your Household Goods

WRRI will handle arrangements for the movement of your household goods. Your Counselor will discuss your options and help you select the right services to expedite a cost-effective move. Computer Associates will be billed directly from the carrier for the cost of shipping your household goods. The Company does not reimburse tips to movers. Additionally, an adult must be present when your goods are packed and delivered.

Authorized Services

The Company will pay for the following services:

•   Normal packing and necessary materials

•   Transportation of household goods to the new destination

•   Normal appliance services, including wiring and plumbing modifications required within the house for disconnection and reconnection of appliances

•   Delivery to the new home. Weekend or holiday delivery should be avoided (will not be covered)

•   Normal unpacking and removal of packing materials

•   Storage for up to 60 days

The Company will not pay for the following services:

•   Exclusive use of the van, expedited service or extra drop off/pick up stops

•   Housecleaning, maid, or debris removal service at either the old or new home

•   Removal or installation of wall-to-wall carpeting, draperies and/or rods, electrical fixtures, water softeners, or similar items

•   Packing or transportation of boats, trailers, airplanes, household pets, plants, building materials, wood, or any perishable item

•   Disassembly or reassembly of children’s playhouses or swing sets, portable swimming pools, waterbeds, utility sheds, fencing, or items of a similar nature

To the extent any of these services is required, the miscellaneous allowance may be available to pay for that service.

Insuring Your Household Goods

The Company protects the full value of your shipment based on its weight. High value items must be listed on a separate inventory form and are not covered by Computer Associates. The Company cannot replace (nor will shippers agree to handle) high value items like securities, cash, art, heirlooms or precious jewelry and, therefore, we recommend you pack and transport these items yourself.

Moving Your Vehicles

Arrangements for moving your automobiles will be handled by the same carrier who handles your household goods or, in some cases, a dedicated automobile carrier. Computer Associates will pay the cost of moving up to two automobiles, provided the distance of your move is greater than 500 miles.

If the distance of your move is less than 500 miles, your mileage (at the Company’s current mileage reimbursement rates) for up to two vehicles will be reimbursed. Travel will be based on the most direct route. If you require temporary living, you may ship one vehicle ahead of time rather than renting a car for the entire period of temporary living.

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Final Move Expenses

The Company will reimburse you for actual travel and lodging expenses incurred for you, your spouse, and family members (as applicable) for your final move to the new location. Reimbursable expenses include:

•   Mileage (based on the current reimbursement rate) will be paid for the most direct route for up to two vehicles unless you choose to fly and/or ship your vehicles.

•   If you are shipping your automobile(s), you will be reimbursed for airfare for all family members at the coach class rate for one-way tickets purchased at least seven days in advance.

•   Per diem for meals and one night’s lodging.

WORKING SOLUTIONS – Work/Life & Referral Service

Whether across town or across country, Working Solutions offers comprehensive employee assistance services to help the Company’s employees and their families cope with the stress of a move, ease the transition into a new community and locate dependent care and resources in their area. Working Solutions provides information and referrals to a variety of helpful resources to assist with the move and to help you settle into the new community.

Access Working Solutions via phone at — — (or — — if you are hearing impaired) 24 hours a day.

Access Working Solutions via the Web as follows:

1.	Click the link for WorkLife from your corporate intranet or enter the URL:
2.	Follow the on-screen instructions. When prompted for an access code, enter 11610. If you have trouble logging in, contact the PeopleCall Center at — — — .

TAX INFORMATION

As you might expect, your total income will look a little different because of your move. That is because current tax law and Internal Revenue Service (IRS) regulations require that we report as income all relocation expense reimbursement made to you or paid on your behalf. Therefore, the tax effects of relocation transactions can only be determined on an individual basis. It is important that you talk to a tax professional to find out how certain kinds of assistance may affect your own tax situation. Keep in mind that Computer Associates will not reimburse tax preparation or tax counseling expenses (although your miscellaneous allowance can at your discretion be applied to these expenses).

All relocation expenses that Computer Associates pays on your behalf or directly to you are reported to the Internal Revenue Service (IRS) as compensation, which will be included in your gross annual income. The only exceptions are:

•   The expenses associated with shipment of your household goods.

•   The travel and lodging (not meals) for you and your family during the final move.

These costs are considered “excludable from income” and will not be shown on your W-2 form.

Note: This includes expenses for the day you arrive. You can include any lodging expenses you had in the area of your former home within one day after you could not live in your former home because your furniture has been moved.

Based on IRS and state requirements, Computer Associates will include reimbursed relocation expenses on your W-2 form in the year in which they are paid.

When you receive your W-2 form, you will also receive a statement detailing the relocation expenses related to your move, including money paid to you to help offset tax liability from this additional income. This is referred to as “tax gross-up”. The tax gross-up is also considered income, so in the calculation of gross-up there is an adjustment to cover this additional tax liability. Appropriate withholding for Federal,

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State, (local, Social Security, and/or Medicare) taxes will be made, and deposited with your regular withholdings.

The tax gross-up calculation will be based on the following factors:

•   How many dependents you claim and your tax filing status (single, joint, etc.).

•   Company compensation is only defined to include the annualized base salary and relocation expenses. Any commission, bonus and stock options, etc. are excluded. We will not include any spousal income (unless your spouse is also employed with Computer Associates), even if you are filing jointly.

•   The higher of the standard deduction or estimated itemized deduction of the respective taxing authorities.

•   Your destination state.

Note: You will be responsible for all local taxes applicable in either the departure or destination location. Nothing in this policy should be construed as providing, directly or indirectly, Income Tax advice. For more information about moving expenses, we suggest that you obtain IRS Publication 521 “Moving Expenses” and that you retain the services of a professional tax advisor /preparer.

The tax gross-ups to be provided by the Company for the various “relocation expense” items are outlined below. The actual gross-up decision is based on the deductibility of the item according to then current IRS tax laws.

Relocation Expense	Gross-Up	Tax Calculation
Lump Sum Payment	Yes	At individual’s tax rate
Final Move Meals	Yes	At individual’s tax rate
Mileage Reimbursement	Yes	At individual’s tax rate
Miscellaneous Allowance	No	Withhold federal, state and local taxes
Final Move Lodging/Transportation	No	None -not included in employee income
Household Goods Shipment & Storage up To 30 days	No	None -not included in employee income
30 days additional storage	Yes	At individual’s tax rate
New Home Closing Costs	Yes	At individual’s tax rate (excl. origination fee & points)
Old Homesale Through WRRI	No	Most costs are not taxable to the employee. Certain Seller costs are de minimus and are included in employee’s income. No gross-up is provided for these amounts.
Direct Reimbursement of Old Home Selling Costs	No	Employee responsible for tax liability

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COMPUTER ASSOCIATES INTERNATIONAL, INC.

RENTERS RELOCATION POLICY FOR BANDS 5 AND Z
(SENIOR EXECUTIVES)

The Company’s policies, procedures and practices, whether expressed here or elsewhere, whether oral or written, are not intended to create any promise or contractual right of employment.

Employment with the Company is at will. This means that either you or the Company may terminate the employment relationship at any time with or without cause and without prior notice. This applies to privileges and benefits as well.

This relocation policy is subject to change by the Company in its sole discretion without prior notice, to the extent permitted by applicable law.

11/01/04

COMPUTER ASSOCIATES INTERNATIONAL, INC.
RENTERS RELOCATION POLICY FOR BANDS 5 AND Z (SENIOR EXECUTIVES)

INTRODUCTION

Change offers challenges and opportunities. On behalf of all your colleagues here at Computer Associates International, Inc. (Computer Associates or the Company), we want to thank you for your willingness to make this change. We hope that it will lead to personal growth, further career development, and prove mutually beneficial.

While there are many benefits available to you, you will be responsible for managing costs associated with your move and you will be expected to keep relocation costs to a minimum.

Our goal is to provide our mobile employees and their families with the tools and assistance to help them relocate in a timely and cost-effective manner.

It is our shared responsibility to communicate openly and honestly and to cooperate with one another to ensure the highest level of motivation, morale and productivity during the relocation process.

Furthermore, we are committed to ensuring that our service partners meet our requirements for efficient, customer-oriented service delivery. These selected service partners will work with you throughout your move and will be available to answer any questions that you have.

You will be asked to confirm receipt of this policy to ensure effective communication.

Best wishes to you and your family in your new location.

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ELIGIBILITY

When relocating at Computer Associates’ request, you will be eligible for the relocation assistance described in this policy if you are a full time employee or new hire in Band 5 or Z, your residence at the point of origination is rented and your new principal place of work is at least 50 miles farther than the old rented residence was from the old place of work (i.e., your commute has increased more than 50 miles). The anticipated duration of your assignment must be at least one year, and the relocation of your household is necessary to significantly reduce the problems of commuting.

Certain relocation expenses for family members (spouses, partners and dependents) may also be reimbursed, provided they reside with you in your permanent residence at origination.

If a family member currently living with you is also employed by the Company and will be employed by the Company at the new location, all relocation assistance and expense reimbursements will be offered and paid once.

MOVE ELIGIBILITY

To be eligible to qualify for relocation assistance, you must be able to complete your relocation within one year of the start date of your new position. After this date you will forfeit eligibility for certain benefits. You must also satisfy the distance requirement listed below. If you do not think you will qualify in either case, contact your Counselor (as defined below) immediately for further instructions.

1]	Mileage from your old home to your new workplace:
2]	Mileage from your old home to your old workplace:
3]	Subtract line 2 from line 1:
	The result on line 3 must be equal to or more than 50 miles.

YOUR RESPONSIBILITIES

Your cooperation throughout the transfer will help to ensure your move is accomplished with the least inconvenience possible. In addition:

•   You should retain certain receipts and other documents to verify relocation expenses and support payments made to you by Computer Associates under this policy.

•   You are expected to comply with the time frames established for the various steps of your relocation, as described in this policy.

•   You must secure necessary approvals.

•   You must prepare and submit all necessary expense reports in a timely manner.

•   You must sign your Moving & Relocation Expense Repayment Agreement in the form provided by Human Resources.

At the conclusion of your move, we will solicit your sincere evaluation of the policy and services made available to you.

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HUMAN RESOURCES RESPONSIBILITIES

All relocation decisions relating to eligibility must be approved by Human Resources. Human Resources will also make all initial authorizations for services to all service providers. Human Resources has selected various service providers to assist with your relocation.

RELOCATION SERVICE COMPANY

Computer Associates has selected Weichert Relocation Resources, Inc. (WRRI) to assist you in moving to the new location. A WRRI Relocation Counselor (Counselor) will be assigned as your liaison in coordinating all aspects of your relocation. The Counselor’s primary objectives are to provide quality service to you while cost-effectively helping us implement this policy.

FlashPoint

Your Counselor will also provide instructions for accessing FlashPoint, a customized and secure private Internet site that provides you with “anytime” access through any Internet connection. From your personalized FlashPoint homepage, you will be able to:

- Research destination communities

- Access helpful moving tips

- Query expense information

- Review benefit details

You can visit WRRI’s website at                for general information and when your Counselor provides you with your PIN number, you will be able to access your own personal information.

LUMP SUM PAYMENTS

Many of the usual relocation expense areas will be handled via a lump sum payment. The lump sum payment is designed to reduce record-keeping requirements for your expenses, simplify administrative processes, and provide you with the maximum flexibility possible and the opportunity to manage your own cash flow during your relocation. If your actual expenses are less than the lump sum allowance, you may retain the unused portion. Conversely, if your expenses exceed the lump sum allowance, you will be responsible for these costs.

The amount of your lump sum payment can be determined by looking at the chart to be provided by your Counselor. The amount varies based on the various factors set forth below.

LUMP SUM COMPONENTS – The following components are included in the lump sum payment for which you are eligible:

1.	One Rental Finding Trip
•	Per diem for meals
•	Lodging for four nights
•	Mid-size rental car
•	Round trip airline tickets for you and your spouse /partner based upon a 14-day advance purchase or personal auto mileage. (The distance between your old location and new location must be greater than 250 miles to qualify for air transportation.)

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2.	Temporary Living
•	Lodging in corporate housing (or equivalent) for 30 days
•	If lodging does not have kitchen facilities, a per diem for meals will be factored into the lump sum calculation
•	Mid-size rental car for 2 weeks
•	Coach class airline ticket based on a 14-day advance purchase for the employee only or mileage calculated at the Company-established rate will be included.
•	One return trip home for the employee only including a coach class airline ticket based on a 14-day advance purchase

The allowance for temporary living is of limited duration and will require that you focus your efforts to obtain a new residence quickly. Per diem rates are based on hotel costs in the new location. If your personal situation requires a longer stay, then WRRI can assist you in finding short-term furnished housing, often at a more attractive rate. However, you will bear any additional costs if you cannot obtain and occupy adequate housing in the time frames described above.

CALCULATION AND PAYMENT OF LUMP SUM

Calculations will be based upon your family size, expense projections for the new location, and the elements of eligible expenses established by Computer Associates.

The applicable tax gross-up will be explained to you during the review with your Counselor of the lump sum payment calculation. For more information, please refer to the “Tax Information” section or consult your Counselor.

Payment for the total lump sum amount will typically be in two equal installments:

•   The first portion will be paid to coincide as closely as possible with your rental finding trip;

•   The second portion will be paid after your start date at your new office location.

MISCELLANEOUS ALLOWANCE

This miscellaneous allowance is designed to assist in the various costs you experience to change auto registrations, move any antiques or valuables which are not covered under the shipment of household goods, or any other expense not specifically covered in some other part of this policy. You will qualify for a miscellaneous allowance equal to half of your new monthly salary up to a maximum of $12,000.

The miscellaneous allowance is taxable income and generally will be paid by CA in the next available payroll cycle following your start date at your new office location based on CA’s payroll cycles and processing dates.

RENTAL FINDING

If you wish to rent an apartment or home in the new location, your Counselor will assess your needs and develop a profile of your preferences for commuting, lifestyle, amenities, schools, etc. After initial counseling, an approved realtor, or apartment finding service, will be assigned to assist you in organizing an area orientation of suitable, affordable communities. When you find the right home, your Counselor will assist with any last minute details. In many areas it is customary to be charged a rental finding fee by the realtor or apartment finding company. Computer Associates will pay expenses for normal and customary rental finding fees in the new location.

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When a lease is signed in the new location, a clause allowing you to terminate the lease if you are transferred must be included.

A sample “Relocation Clause” may read as follows:

“If tenant(s) is (are) transferred by his/her/their employer to another location, this lease shall be automatically terminated provided the tenant(s) give(s) the landlord at least 30 days’ notice.”

LEASE CANCELLATION

Computer Associates will pay expenses for terminating your lease in the departure location not to exceed two (2) months’ rent. If the lease does not permit the employee to cancel and the landlord has refused to permit the employee to terminate the lease, then the lease should be reviewed by WRRI or its attorney to determine what, if any, action should be taken.

NEW HOME PURCHASE MORTGAGE PROGRAMS

Since you are renting at your present location, should you decide to purchase in the new location, you are not entitled to any home purchase or equivalent relocation benefits. However, Computer Associates can refer you to two national mortgage lenders, WRRI and GMAC Mortgage Services, who can provide a variety of mortgage options at competitive rates. You may find their approval and processing times are shorter than what might otherwise be available and that you qualify for more financing under their flexible underwriting guidelines and favorable reimbursement schedule.

MOVING TO YOUR NEW LOCATION

Moving Your Household Goods

WRRI will handle arrangements for the movement of your household goods. Your Counselor will discuss your options and help you select the right services to expedite a cost-effective move. Computer Associates will be billed directly by the carrier for the cost of shipping your household goods. The Company does not reimburse tips to movers. Additionally, an adult must be present when your goods are packed and delivered.

Authorized Services

The Company will pay for the following services:

•   Normal packing and necessary materials

•   Transportation of household goods to the new destination

•   Normal appliance services, including wiring and plumbing modifications required within the house for disconnection and reconnection of appliances

•   Delivery to the new home. Weekend or holiday delivery should be avoided and will not be covered

•   Normal unpacking and removal of packing materials

•   Storage for up to 30 days

The Company will not pay for the following services:

•   Exclusive use of the van, expedited service or extra drop off/pick up stops

•   Housecleaning, maid, or debris removal service at either the old or new home

•   Removal or installation of wall-to-wall carpeting, draperies and/or rods, electrical fixtures, water softeners, or similar items

•   Packing or transportation of boats, trailers, airplanes, household pets, plants, building materials, wood, or any perishable item

•   Disassembly or reassembly of children’s playhouses or swing sets, portable swimming pools, waterbeds, utility sheds, fencing, or items of a similar nature

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To the extent any of these services is required, the miscellaneous allowance may be available to pay for that service.

Insuring Your Household Goods

The Company protects the full value of your shipment based on its weight. High value items must be listed on a separate inventory form and are not covered by Computer Associates. The Company cannot replace (nor will shippers agree to handle) high value items like securities, cash, art, heirlooms or precious jewelry and, therefore, we recommend you pack and transport these items yourself.

Moving Your Vehicles

Arrangements for moving your automobiles will be handled by the same carrier who handles your household goods or, in some cases, a dedicated automobile carrier. Computer Associates will pay the cost of moving up to two automobiles, provided the distance of your move is greater than 500 miles.

If the distance of your move is less than 500 miles, your mileage (at the current mileage reimbursement rates) for up to two vehicles will be reimbursed. Travel will be based on the most direct route.

Final Move Expenses

The Company will reimburse you for actual travel and lodging expenses incurred for you, your spouse, and family members (as applicable) for your final move to the new location. Reimbursable expenses include:

•   Mileage (based on the current reimbursement rate) will be paid for the most direct route for one vehicle unless you choose to fly or ship your vehicle.

•   If you are shipping your automobile, you will be reimbursed for airfare for all family members at the coach class rate for one-way tickets purchased at least fourteen days in advance.

•   Per diem for meals and one night’s lodging.

WORKING SOLUTIONS – Work/Life & Referral Service

Whether across town or across country, Working Solutions offers comprehensive employee assistance services to help the Company’s employees and their families cope with the stress of a move, ease the transition into a new community and locate dependent care and resources in their area. Working Solutions provides information and referrals to a variety of helpful resources to assist with the move and to help you settle into the new community.

Access Working Solutions via phone at — — (or — — if you are hearing impaired) 24 hours a day.

Access Working Solutions via the Web as follows:

1.	Click the link for WorkLife from your corporate intranet or enter the URL:
2.	Follow the on-screen instructions. When prompted for an access code, enter 11610. If you have trouble logging in, contact the PeopleCall Center at — — — .

TAX INFORMATION

As you might expect, your total income will look a little different because of your move. That is because current tax law and Internal Revenue Service (IRS) regulations require that we report as income all relocation expense reimbursement made to you, or paid on your behalf. Therefore, the tax effects of relocation transactions can only be determined on an individual basis. It is important that you talk to a tax professional to find out how certain kinds of assistance may affect your own tax situation. Keep in mind that Computer Associates will not reimburse tax preparation or tax counseling expenses (although your miscellaneous allowance can at your discretion be applied to these expenses).

All relocation expenses that Computer Associates pays on your behalf or directly to you are reported to the IRS as compensation, which will be included in your gross annual income. The only exceptions are:

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11/01/04

•   The expenses associated with shipment of your household goods.

•   The travel and lodging (not meals) for you and your family during the final move.

These costs are considered “excludable from income” and will not be shown on your W-2 form.

Note: This includes expenses for the day you arrive. You can include any lodging expenses you had in the area of your former home within one day after you could not live in your former home because your furniture has been moved.

Based on IRS and state requirements, Computer Associates will include reimbursed relocation expenses on your W-2 form in the year in which they are paid.

When you receive your W-2 form, you will also receive a statement detailing the relocation expenses related to your move, including money paid to you to help offset tax liability from this additional income. This is referred to as “tax gross-up”. The tax gross-up is also considered income, so in the calculation of gross-up there is an adjustment to cover this additional tax liability. Appropriate withholding for Federal, State, local, Social Security, and/or Medicare taxes will be made, and deposited with your regular withholdings.

The tax gross-up calculation will be based on the following factors:

•   How many dependents you claim and your tax filing status (single, joint, etc.).

•   Company compensation is only defined to include the annualized base salary and relocation expenses. Any commission, bonus and stock options, etc. are excluded. We will not include any spousal income (unless your spouse is also employed with Computer Associates), even if you are filing jointly.

•   The higher of the standard deduction or estimated itemized deduction of the respective taxing authorities.

•   Your destination state.

Note: You will be responsible for all local taxes applicable in either the departure or destination location. Nothing in this policy should be construed as providing, directly or indirectly, Income Tax advice. For more information about moving expenses, we suggest that you obtain IRS Publication 521 “Moving Expenses” and that you retain the services of a professional tax advisor /preparer.

The tax gross-ups to be provided by the Company for the various “relocation expense” items are outlined below. The actual gross-up decision is based on the deductibility of the item according to then current IRS tax laws.

Relocation Expense	Gross-Up	Tax Calculation
Lump Sum Payment	Yes	At individual’s tax rate
Rental Finding Fee	Yes	At individual’s tax rate
Lease Cancellation Fee	Yes	At individual’s tax rate
Final Move Meals	Yes	At individual’s tax rate
Mileage Reimbursement	Yes	At individual’s tax rate
Miscellaneous Allowance	No	Withhold federal, state and local taxes
Final Move Lodging/Transportation	No	None -not included in employee income
Household Goods Shipment & Storage up To 30 days	No	None -not included in employee income

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Moving & Relocation Expense Repayment Agreement

Moving From Office: ____________________________                     To Office: ____________________________

I acknowledge receipt of Computer Associates International, Inc.’s (CA) Moving & Relocation Expense Repayment Agreement and agree as follows:

1. I understand and agree that if my employment is terminated for cause or if I voluntarily leave CA within two (2) years from my effective date of transfer, I will be required to repay the moving and/or relocation expenses that CA pays to me or on my behalf in connection with my relocation. The repayment that I will be required to make will be in accordance with the following schedule:

     If I voluntarily terminate my employment or am discharged for cause at any time from the signing of this Agreement through 12 full months following my effective date of transfer, I must repay 100% of the moving expenses/costs paid by CA on my behalf;

     If I voluntarily terminate my employment or am discharged for cause at any time from 13 months after my effective date of transfer through 24 months after my effective date of transfer, I must repay 50% of the moving expenses/costs paid by CA on my behalf;

     For purposes of this Agreement, termination “for cause” is defined as employment termination for any of the following reasons: (1) dishonesty, including theft; (2) insubordination; (3) job abandonment; (4) willful refusal to perform the employee’s job; (5) violation of the terms of the Company’s Employment and Confidentiality Agreement; (6) violation of the Company’s policies on discrimination, unlawful harassment or substance abuse; (7) violation of the Company’s Work Rules; (8) violation of the Company’s Workplace Violence Policy; and, (9) excessive absenteeism.

2. I understand and agree that if CA does not terminate my employment for cause and I do not voluntarily terminate my employment within two (2) years after the effective date of transfer, I will not be required to repay any portion of the moving expenses/costs paid by CA on my behalf.

3. By signing this Agreement, and to the extent permitted by law, I hereby authorize CA to deduct any repayment I may owe under this Agreement from any monies due to me, whether during my employment or after the date of my employment termination.

I understand and agree that I will pay CA any amounts owing under this Agreement within 90 days following my employment termination by sending a check or money order for the amount owed to CA’s Senior Vice President of Human Resources. I further understand and agree that this Relocation Agreement will be construed in accordance with the laws of the state of New York without regard to New York’s conflict of laws principles.

Agreed and Accepted this
___day of ___20___
	Employee Name (Print)
Computer Associates International, Inc.
by
SVP Worldwide Human Resources	Employee Signature

EX-99.1

Exhibit 99.1

Contacts:	Shannon Lapierre	Olivia Bellingham
	Public Relations	Investor Relations
	(631) 342-3839	(631) 342-4687
	shannon.lapierre@ca.com	olivia.bellingham@ca.com

CA ELECTS FORMER IBM EXECUTIVE AS INDEPENDENT DIRECTOR

ISLANDIA, N.Y., February 1, 2005 – Computer Associates International, Inc. (NYSE: CA) today announced that retired IBM executive William E. McCracken has been elected to the Company’s Board of Directors. This expands CA’s Board to 11 members, including eight independent directors.

“Bill’s extensive global business and technology industry expertise, especially in the area of channel distribution, will be of tremendous value to the Board and the Company,” said CA Chairman Lewis S. Ranieri. “We look forward to working with Bill as CA continues to move forward.”

McCracken, 62, was with IBM for more than 36 years in numerous executive positions. Most recently, he was a member of its Chairman’s Worldwide Management Counsel and served as general manager of IBM’s printing division. Prior to that, he held the post of general manager, marketing, sales and distribution for IBM PC Company and was president of IBM’s EMEA and Asia PC Company.

After retiring from IBM in 2001, McCracken formed Executive Consulting Group LLC.

McCracken serves on the Boards of IKON Corporation and Lutheran Social Ministries of New Jersey, one of the state’s largest providers of affordable housing. He is also vice president of the Board of Plainfield Habitat for Humanity and a member of the New Jersey State Anti-Poverty Network.

About CA

Computer Associates International, Inc. (NYSE:CA), the world’s largest management software company, delivers software and services across operations, security, storage, life cycle and service management to optimize the performance, reliability and efficiency of enterprise IT environments. Founded in 1976, CA is headquartered in Islandia, N.Y. and serves customers in more than 140 countries. For more information, please visit http://ca.com.

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© 2005 Computer Associates International, Inc. One Computer Associates Plaza, Islandia, N.Y. 11749. All trademarks, trade names, service marks, and logos referenced herein belong to their respective companies.

EX-99.2

Exhibit 99.2

Contacts:	Shannon Lapierre	Olivia Bellingham
	Public Relations	Investor Relations
	(631) 342-3839	(631) 342-4687
	shannon.lapierre@ca.com	olivia.bellingham@ca.com

CA NAMES ROBERT W. DAVIS CHIEF FINANCIAL OFFICER

Will Host Conference Call at 10:30 a.m. EST Today

ISLANDIA, N.Y., February 2, 2005 — Computer Associates International, Inc. (NYSE: CA) today announced that Robert W. Davis will join the Company as executive vice president and chief financial officer, effective March 1, 2005. Davis previously was vice president of corporate finance and chief accounting officer at Dell Inc.

“Bob’s in-depth understanding of the financial discipline, rigor and planning necessary to generate success in the technology industry is unique,” said CA Chief Operating Officer Jeff Clarke. “We have been making significant progress at CA and Bob will be a strong leader for the finance group as we continue to move forward and lead the management software marketplace.”

Davis will report to Clarke, who has served as chief financial officer since joining the Company in April 2004.

An eight-year veteran of Dell, Davis joined the company as vice president of worldwide finance and planning of the Enterprise Systems Group before being named vice president of worldwide corporate planning in 1999. In 2001, he was named vice president for corporate finance and also assumed the role of chief accounting officer in 2002. In this position, Davis oversaw a global team of up to 400 finance professionals, helped develop and implement Dell’s growth plan, and enhanced its internal reporting and forecasting system.

Prior to joining Dell, Davis was assistant corporate controller at MCI Communications Corporation. Davis began his career at Price Waterhouse, starting as a staff accountant and quickly progressing in his career to become senior manager in the firm’s SEC Services Department.

(more)

CA Names Robert W. Davis Chief Financial Officer press release, page 2

Davis earned a bachelor of science degree in commerce and accounting from the University of Virginia and earned his master of business administration degree from Columbia University Business School. He is a C.P.A. and is a member of Financial Executives International (FEI), including the organization’s Committee on Corporate Reporting, the Corporate Executive Board’s strategy and finance sections, and the University of Virginia’s McIntire School of Commerce Business Advisory Board.

A conference call and webcast to discuss today’s announcement will be held at 10:30 a.m. today. Individuals can access the webcast at http://ca.com/invest or listen to the call at 1-706-679-5227.

About CA

Computer Associates International, Inc. (NYSE:CA), the world’s largest management software company, delivers software and services across operations, security, storage, life cycle and service management to optimize the performance, reliability and efficiency of enterprise IT environments. Founded in 1976, CA is headquartered in Islandia, N.Y. and serves customers in more than 140 countries. For more information, please visit http://ca.com.

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© 2005 Computer Associates International, Inc. One Computer Associates Plaza, Islandia, N.Y. 11749. All trademarks, trade names, service marks, and logos referenced herein belong to their respective companies.

EX-99.3

Exhibit 99.3

Computer Associates International, Inc.

Audit and Compliance Committee Charter

General

The purpose of this Charter is to set forth the composition, authority and responsibilities of the Audit and Compliance Committee of the Board of Directors of Computer Associates International, Inc.

Composition

The members of the Committee shall be designated by the Board, on the recommendation of the Corporate Governance Committee of the Board, in accordance with the Company’s By-laws. One member of the Committee shall be designated Chair of the Committee.

The Committee shall consist of at least three members, all of whom shall meet the independence and experience requirements of the New York Stock Exchange, the Securities Exchange Act of 1934, and the regulations of the Securities and Exchange Commission. In addition, at least one member of the Committee shall be an “audit committee financial expert,” as that term is defined in the Commission’s regulations. No member of the Committee may simultaneously serve on the audit committees of more than two other publicly traded companies.

Authority and Responsibilities

General. The general purpose of the Committee is to assist the Board in fulfilling its oversight responsibilities with respect to (1) the integrity of the Company’s financial statements and internal controls, (2) the qualifications and independence of the Company’s independent auditor, (3) the performance of the Company’s internal audit function and independent auditor, and (4) the Company’s compliance with legal and regulatory requirements, including those relating to accounting and financial reporting, and ethical obligations. To carry out this purpose, the Committee must serve as a focal point for communication among the Board, the independent auditor, the Company’s internal audit department, the Company’s compliance function, and the Company’s management, as their respective duties relate to accounting, financial reporting, internal controls, and compliance. In particular, the independent auditor, members of the internal audit department, the Controller, the Chief Accounting Officer, the Chief Financial Officer, the General Counsel and the Chief Compliance Officer shall have unrestricted access to the Committee or its members, other directors or the entire Board, as needed.

Financial Statement and Disclosure Matters. The Committee shall:

1.   Meet to review and discuss with management and the independent auditor the Company’s annual audited financial statements and other financial data to be included in the Company’s Annual Reports on Form 10-K, including reviewing the specific disclosures made in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the results of the independent auditor’s audit of such financial statements, and recommending to the Board whether the audited financial statements should be included in the Form 10-K Reports.

2.	Meet to review and discuss with management and the independent auditor the Company’s quarterly financial statements and other financial data to be included in the Company’s Quarterly Reports on Form 10-Q, including reviewing the specific disclosures made in “Management’s Discussion and Analysis,” and the results of the independent auditor’s review of such financial statements.
3.	Review and discuss with management and the independent auditor the following: any major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles, and analyses prepared by management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements, including analyses of the effects on the financial statements of alternative methods under generally accepted accounting principles; any major issues as to the adequacy of the Company’s internal controls, and any steps adopted in light of any material control deficiencies; and management’s annual evaluation of internal controls over financial reporting and quarterly evaluation of any material changes in such controls, and the independent auditor’s attestation report on management’s annual assessment.
4.	Review and discuss in a timely manner (but at least annually) reports from the independent auditor regarding:

a.	All critical accounting policies and practices to be used.
b.	All alternative treatments of financial information within GAAP that have been discussed with management, ramifications of the use of such alternative treatments and related disclosures, and the treatment preferred by the independent auditor.
c.	Other material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted audit differences.

5.	Generally review and discuss with management the type and presentation of information to be disclosed in the Company’s earnings press releases, including the use of pro forma or “adjusted” non-GAAP information, as well as the type and presentation of financial information and earnings guidance to be provided to analysts and rating agencies; such discussions may be of a general nature and need not cover the specific information and/or presentations to be given.
6.	Review and discuss with management and the independent auditor the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the Company’s financial statements.
7.	Discuss with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and risk management are undertaken.
8.	Discuss with the independent auditor the matters required to be discussed under American Institute of Certified Public Accountants Statement on Auditing Standards No. 61, “Communications with Audit Committees,” relating to the conduct of the audit, including any

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difficulties encountered in the course of the audit work, any restrictions on the scope of activities or access to requested information, and any significant disagreements with management.

9.

Review disclosures made to the Committee by the Company’s Chief Executive Officer and Chief Financial Officer in connection with their certification process for Form 10-K and Form 10-Q Reports regarding any significant deficiencies or material weaknesses in the design or operation of internal controls, or any fraud involving management or other employees having a significant role in the Company’s internal controls.

Oversight of Independent Auditor. The Committee shall have the sole authority to appoint or replace the independent auditor; provided, however, that this shall not preclude seeking shareholder ratification of such appointment. In considering the appointment of the independent auditor, the Committee shall consider whether, in order to assure continuing auditor independence, it is appropriate to adopt a policy of rotating the independent auditing firm on a regular basis. The Committee shall be directly responsible for the compensation and oversight of the independent auditor (including the resolution of any disagreements between management and the independent auditor). The independent auditor shall report directly to the Committee.

The Committee is also required to pre-approve all audit, audit-related and permitted non-audit services to be rendered for the Company by the independent auditor (including the fees and other terms on which such services are to be rendered), subject to any exceptions permitted under the Exchange Act or the Commission’s regulations.

In addition, the Committee shall:

1.	Review and evaluate the lead partner of the independent auditor team.
2.	Obtain and review a report from the independent auditor at least annually regarding (a) the independent auditor’s internal quality control procedures, (b) any material issues raised by the most recent internal quality control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm, (c) any steps taken to deal with any such issues, and (d) all relationships between the independent auditor and the Company.
3.	Evaluate and report to the Board on its conclusions as to the qualifications, performance and independence of the independent auditor, including considering whether the auditor’s quality controls are adequate and whether the provision of permitted non-audit services is compatible with maintaining the auditor’s independence, taking into account the opinions of management and the internal audit department.
4.	Ensure the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit, as required by law.
5.	Establish policies regarding the Company’s hiring of employees or former employees of the independent auditor.
6.	Meet with the independent auditor to discuss the planning and staffing of the audit, including the attestation report relating to internal controls over financial reporting.

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Oversight of Internal Audit Department. The Committee shall engage in general oversight with respect to the internal audit department, which shall report directly to both the Committee and the Company’s General Counsel. In addition, the Committee shall:

1.	Monitor and examine the organization and performance of the internal audit department.
2.	Review significant reports to management prepared by the internal audit department, and management’s responses.
3.	Discuss with the independent auditor and management the responsibilities, budget and staffing of the internal audit department and the scope of the internal audit.

Compliance Oversight Responsibilities. The Committee shall assist the Board in fulfilling its oversight responsibilities with respect to the Company’s compliance with legal and regulatory requirements, including those relating to accounting and financial reporting. In particular (and in addition to the compliance oversight responsibilities set forth elsewhere in this Charter), the Committee shall:

1.	Oversee the activities of the Company’s Chief Compliance Officer, who shall be a senior-level officer of the Company reporting directly to both the Committee and the Company’s General Counsel.
2.	Monitor and examine the compliance functions within the Company’s finance and legal departments, including compliance with agreements between the Company and governmental agencies other than routine agreements entered into in the ordinary course of business relating to the sale of products or services to governmental agencies.
3.	Oversee the adoption and maintenance of procedures to ensure that all inquiries raised by government entities, or by stockholders, customers, suppliers and employees, regarding compliance and ethics matters receive prompt review by or under the authority of the Chief Compliance Officer, including, as appropriate, the reporting of such matters to the Committee and the Board.
4.	Oversee the establishment and maintenance of a comprehensive compliance and ethics program, including an ethics and compliance training program for all employees, designed to minimize the possibility of violations of the federal securities and other laws by the Company.
5.	Oversee the establishment and maintenance of a written plan designed to ensure the improvement and ongoing effectiveness of communications with all governmental agencies engaged in inquiries or investigations of the Company, which plan shall provide for (a) regular reporting by management and outside and internal counsel to the Committee and, as appropriate, the Board regarding communications with such government agencies, including providing to the Committee copies of all written communications to and from such agencies; (b) complete and prompt access for such agencies to the Company and its management; (c) meetings between such agencies and the Board or its Committees, upon the request of such agencies; and (d) employee training designed to improve communication and cooperation with such agencies.
6.	Monitor the process for communicating to employees the Company’s Code of Ethics and the importance of compliance therewith, including (a) the maintenance and periodic review of

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the Code; (b) the maintenance and periodic review of procedures for the receipt, retention and proper treatment of complaints regarding accounting, internal controls or auditing matters, which procedures shall include provisions for the confidential, anonymous submission by employees of reports or complaints concerning potential violations of law or other misconduct and concerns regarding accounting, auditing or internal control matters; and (c) assuring employees that no retaliation or other negative action will be taken against any employee because he or she submits any such report or complaint.

7.

Obtain acknowledgement from the independent auditor that it will inform the Committee if the independent auditor detects or becomes aware of any illegal act and will provide a report to the Committee if the independent auditor reaches the conclusions specified in Section 10A of the Securities Exchange Act of 1934, as amended, with respect to such illegal acts (and to the Board, if required by Section 10A).

Committee Report. The Committee shall review and approve the audit committee report required by the Commission’s rules to be included in the Company’s proxy statements. This report shall also be posted on the Company’s website and shall describe the Company’s compliance with the Deferred Prosecution Agreement dated September 22, 2004 between the Company and the United States Attorney’s Office for the Eastern District of New York and the Final Consent Judgment of Permanent Injunction, entered September 28, 2004 in the United States District Court for the Eastern District of New York, in Securities and Exchange Commission v. Computer Associates International, Inc., including the Company’s implementation of the recommendations of the Independent Examiner referred to in such Agreement and Consent Judgment regarding corporate compliance and ethics programs.

Delegation of Authority

The Committee may delegate authority to one or more members or subcommittees when deemed appropriate, provided that the actions of any such members or subcommittees shall be reported to the full Committee no later than at its next scheduled meeting.

Counsel and Other Advisors; Company Funding Obligations

The Committee shall have the authority, to the extent it deems necessary or appropriate, to retain independent legal counsel, or accounting or other advisors, to assist the Committee in carrying out its responsibilities. The Company shall provide for appropriate funding, as determined by the Committee, to pay the independent auditor, or to pay any such counsel or other advisors retained by the Committee.

Meetings; Executive Sessions

The Committee shall meet as often as it deems necessary, but no less frequently than quarterly. The Committee shall meet periodically and separately with management, the internal auditors and the independent auditor. In addition, the Committee may request any officer or other employee of the Company, counsel to the Company, or any representative of the independent auditor, to meet with the Committee, with one or more members of the Committee, or with counsel or another advisor to the Committee. Meeting agendas will be prepared and provided in advance to the Committee, together with appropriate briefing materials.

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Reports to the Board; Minutes

The Committee shall make regular reports to the Board regarding the Committee’s activities, including issues that arise with respect to the quality or integrity of the Company’s financial statements, the Company’s compliance with legal or regulatory requirements, the performance and independence of the independent auditor, and the performance of the internal audit function. Minutes of the meetings and other actions of the Committee shall be prepared and submitted for approval by the Committee and shall be furnished to the Board at regular intervals.

Committee Self-Assessment

The Committee shall conduct an annual self-assessment of its performance with respect to its purposes and the authority and responsibilities set forth in this Charter. The results of the self-assessment shall be reported to the Board.

Committee Charter

This Charter shall be subject to review and approval by the Board. The Committee shall review this Charter annually and adopt any changes deemed appropriate, subject to approval by the Board.

Limitation of Committee’s Role

While the Committee has the responsibilities and powers set forth in this Charter, the fundamental responsibility for the Company’s financial statements and disclosures rests with the Company’s management.

Adopted by the Audit Committee: January 24, 2005
Approved by the Board of Directors: February 1, 2005

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