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

April 29, 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)

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))

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
EX-10.1: DEFERRED COMPENSATION PLAN
EX-10.2: TRUST AGREEMENT

Item 1.01 Entry into a Material Definitive Agreement

On April 29, 2005, Computer Associates International, Inc. (the “Company”) entered into a deferred compensation plan (the “Plan”) and related trust agreement (the “Trust”) for the benefit of John A. Swainson, the Company’s President and Chief Executive Officer. The Plan and Trust fulfill the Company’s obligation under Mr. Swainson’s employment agreement entered into on November 22, 2004, to provide him with the present value of $2.8 million in respect of certain benefits he would have received had he remained employed with International Business Machines Corporation plus interest on such amount since the execution of Mr. Swainson’s employment agreement. Mr. Swainson has an initial deferred compensation account balance of $2,835,000 and is entitled to notionally allocate his account balance among various investment options for the purpose of determining the value of his account. The Plan provides for Mr. Swainson to receive in cash the lump sum value of his deferred compensation balance upon the earliest of (i) his death, (ii) six months after his separation from service (as defined in the Plan) or (iii) a Change in Control (as defined in the Plan). The Trust is in the form of a so-called “rabbi trust” whose assets are subject to the claims of the Company’s creditors.

The foregoing descriptions of the Plan and Trust do not purport to be complete and are qualified in their entirety by reference to such agreements, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 respectively hereto and are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

Exhibit 10.1	Computer Associates International, Inc. Deferred Compensation Plan for John A. Swainson, dated April 29, 2005.
Exhibit 10.2	Trust Agreement between Computer Associates International, Inc. and Fidelity Management Trust Company, dated as of April 29, 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: May 4, 2005	By:	/s/ Kenneth V. Handal
		Kenneth V. Handal
		Executive Vice President, General Counsel and Corporate Secretary

EX-10.1

Exhibit 10.1

Computer Associates International, Inc.

Deferred Compensation Plan

for

John A. Swainson

(Effective April 29, 2005)

TABLE OF CONTENTS

PURPOSE

ARTICLE 1 - DEFINITIONS
1.1	Account
1.2	Administrator
1.3	Beneficiary
1.4	Change in Control
1.5	Code
1.6	ERISA
1.7	Participant
1.8	Plan
1.9	Plan Sponsor
1.10	Valuation Date
ARTICLE 2 – PARTICIPANT ACCOUNT
2.1	Establishment of Account and Opening Balance
2.2	Adjustment of Account
ARTICLE 3 – AMOUNT AND DISTRIBUTION OF BENEFITS
3.1	Amount of Benefits
3.2	Method of Distribution
3.3	Timing of Distribution
3.4	Distribution Upon Death
3.5	Change in Control
ARTICLE 4 – THE TRUST
4.1	Establishment of Trust
4.2	Grantor Trust
4.3	Investment of Trust Funds
ARTICLE 5 – PLAN ADMINISTRATION
5.1	Powers and Responsibilities of the Administrator
5.2	Claims and Review Procedures
5.3	Plan Administrative Costs

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ARTICLE 6 - MISCELLANEOUS
6.1	Unsecured General Creditor of the Plan Sponsor
6.2	Plan Sponsor’s Liability
6.3	Limitation of Rights
6.4	Nonalienation of Benefits
6.5	Facility of Payment
6.6	Tax Withholding
6.7	Termination Upon Change in Control
6.8	Governing Law
APPENDIX A INVESTMENT OPTIONS

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PURPOSE

The purpose of the Computer Associates, International, Inc. Deferred Compensation Plan for John A. Swainson (the “Plan”) is to provide supplemental compensation to John A. Swainson upon the occurrence of one of certain specified events. The Plan is intended to be a “plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA and is further intended to conform to the requirements of Section 409A of the Internal Revenue Code and has been drafted and shall be implemented and administered in a manner consistent therewith. The effective date of the Plan is April 29, 2005.

ARTICLE 1 – DEFINITIONS

Pronouns used in the Plan are in the masculine gender but include the feminine gender unless the context clearly indicates otherwise. Wherever used herein, the following terms have the meanings set forth below, unless a different meaning is clearly required by the context:

1.1	“Account” means an account established for the purpose of recording the initial amount credited on behalf of the Participant in accordance with Article 3 and any income, expenses, gains, losses or distributions included thereon. The Account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to the Participant pursuant to the Plan.
1.2	“Administrator” means the Plan Sponsor, or such person or persons designated by the Plan Sponsor to be responsible for the administration of the Plan. Initially, the “Administrator” will be the Company’s Senior Vice President of Human Resources and the Company’s Treasurer.
1.3	“Beneficiary” means the persons, trusts, estates or other entitities entitled under Section 3.4 to receive benefits under the Plan upon the death of a Participant.
1.4	“Change in Control” means the occurrence of an event involving the Plan Sponsor that is described in Section 3.5.
1.5	“Code” means the Internal Revenue Code of 1986, as amended from time to time.
1.6	“ERISA” means the Employee Retirement Income Security Act of 1974, as from time to time amended.
1.7	“Participant” means John A. Swainson.
1.8	“Plan” means the Computer Associates International, Inc. Deferred Compensation Plan for John A. Swainson as set forth herein and as it may be amended from time to time.
1.9	“Plan Sponsor” means Computer Associates International, Inc. and any successor thereto.
1.10	“Valuation Date” means each business day of the Plan Year and such other date(s) as designated by the Plan Sponsor.

Article 1-1

ARTICLE 2 – PARTICIPANT ACCOUNT

2.1

Establishment of Account and Opening Balance. The Administrator shall establish and maintain a bookkeeping Account for the Participant which will reflect an opening balance on April 29, 2005 of $2,800,000 (two million eight hundred thousand dollars) along with earnings, expenses, gains and losses credited thereto, attributable to the hypothetical investments made with the amounts in the Participant’s Account as provided in Section 2.2. The Administrator will establish and maintain such other accounts and records as it decides in its discretion to be reasonably required or appropriate to discharge its duties under the Plan.

2.2

Adjustment of Account. The amount in the Participant’s Account shall be adjusted for hypothetical investment earnings or losses in an amount equivalent to the gains or losses reported by the investment options selected by the Participant from among the investment options provided for this purpose by the Administrator and set forth in Appendix A as may be amended from time to time. The Participant may, in accordance with rules and procedures established by the Administrator, choose the investments among the ones set forth in Appendix A to be used for the purpose of calculating future hypothetical investment adjustments to the Participant’s Account as of the Valuation Date coincident with or next following notice to the Administrator. The Participant’s Account shall be adjusted as of each Valuation Date to reflect the hypothetical investment earnings and/or losses described above and any distribution from the Account.

Article 2-1

ARTICLE 3 – AMOUNT AND DISTRIBUTION OF BENEFITS

3.1	Amount of Benefits. The balance credited to the Participant’s Account as determined in accordance with Article 2 shall determine and constitute the basis for the amount of benefits payable to or on behalf of the Participant under the Plan.
3.2	Method of Distribution. The benefits payable to or on behalf of the Participant shall be paid in a single lump sum payment in cash as soon as administratively practicable following the date the benefits become payable in accordance with Section 3.3.
3.3	Timing of Distribution. The Participant’s benefits shall become payable upon the earliest to occur of: (1) his death, (2) the date which is six months after the Participant incurs a separation from service within the meaning of Code Section 409A(a)(2)(A)(i) from the Plan Sponsor and all entities required to be aggregated with the Plan Sponsor by Code Section 409A, or (3) a Change in Control as described in Section 3.5.
3.4	Distribution Upon Death. The Participant’s benefits shall be paid to his Beneficiary in a single lump sum payment as soon as practicable following his date of death. If multiple Beneficiaries have been designated, each Beneficiary shall receive a single lump sum payment of his specified portion of the Account as soon as practicable following the date of death.
	The Participant may designate a Beneficiary or Beneficiaries, or change any prior designation of Beneficiary or Beneficiaries in accordance with rules and procedures established by the Administrator.
	A copy of the death notice or other sufficient documentation must be filed with and approved by the Administrator. If upon the death of the Participant there is, in the opinion of the Administrator, no designated Beneficiary for part or all of the Participant’s Account, such amount will be paid to his estate (such estate shall be deemed to be the Beneficiary for purposes of the Plan) in a single lump sum payment.
3.5	Change in Control. A Change in Control will occur upon a change in the ownership of the Plan Sponsor, a change in the effective control of the Plan Sponsor or a change in the ownership of a substantial portion of the assets of the Plan Sponsor. The Plan Sponsor, for this purpose, includes any corporation identified in Section 3.5(a).
	Whether a Change in Control has occurred for purposes of Section 3.3 will be determined by the Administrator in accordance with the rules and definitions set forth in this Section 3.5. A distribution to the Participant will

Article 3-1

be treated as occurring upon a Change in Control if the Plan Sponsor terminates the Plan and distributes the Participant’s benefits within twelve months of a Change in Control as provided in Section 6.7.

a)	Relevant Corporations. To constitute a Change in Control for purposes of the Plan, the event must relate to (i) the corporation for whom the Participant is performing services at the time of the Change in Control, (ii) the corporation that is liable for the payment of the Participant’s benefits under the Plan (or all corporations liable if more than one corporation is liable), or (iii) a corporation that is a majority shareholder of a corporation identified in (i) or (ii), or any corporation in a chain of corporations in which each corporation is a majority corporation of another corporation in the chain, ending in a corporation identified in (i) or (ii). A majority shareholder is defined as a shareholder owning more than fifty percent (50%) of the total fair market value and voting power of such corporation.
b)	Stock Ownership. Code Section 318(a) applies for purposes of determining stock ownership. Stock underlying a vested option is considered owned by the individual who owns the vested option (and the stock underlying an unvested option is not considered owned by the individual who holds the unvested option). If, however, a vested option is exercisable for stock that is not substantially vested (as defined by Treasury Regulation Section 1.83-3(b) and (j)) the stock underlying the option is not treated as owned by the individual who holds the option. Mutual and cooperative corporations are treated as having stock for purposes of this Section 3.5.
c)	Change in the Ownership of a Corporation. A change in the ownership of a corporation occurs on the date that any one person or more than one person acting as a group, acquires ownership of stock of the corporation that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of such corporation. If any one person or more than one person acting as a group is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the stock of a corporation, the acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of the corporation (or to cause a change in the effective control of the corporation as discussed below in Section 3.5(d)). An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the corporation acquires its stock in exchange for property will be treated as an acquisition of stock. Section 3.5(c) applies only when there is a transfer of stock of a corporation (or issuance of stock of a corporation) and stock in such corporation remains outstanding after the transaction. For purposes

Article 3-2

of this Section 3.5(c), persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time or as a result of a public offering. Persons will, however, be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the corporation. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

d)

Change in the effective control of a corporation. A change in the effective control of a corporation occurs on the date that either (i) any one person, or more than one person acting as a group, acquires (or has acquired during the twelve month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the corporation possessing thirty-five (35%) or more of the total voting power of the stock of such corporation, or (ii) a majority of members of the corporation’s board of directors is replaced during any twelve month period by directors whose appointment or election is not endorsed by a majority of the members of the corporation’s board of directors prior to the date of the appointment or election, provided that for purposes of this paragraph (ii), the term corporation refers solely to the relevant corporation identified in Section 3.5(a) for which no other corporation is a majority shareholder for purposes of Section 3.5(a). In the absence of an event described in Section 3.5(d)(i) or (ii), a change in the effective control of a corporation will not have occurred. A change in effective control may also occur in any transaction in which either of the two corporations involved in the transaction has a change in the ownership of such corporation as described in Section 3.5(c) or a change in the ownership of a substantial portion of the assets of such corporation as described in Section 3.5(e). If any one person, or more than one person acting as a group, is considered to effectively control a corporation within the meaning of this Section 3.5(d), the acquisition of additional control of the corporation by the same person or persons is not considered to cause a change in the effective control of the corporation or to cause a change in the ownership of the corporation within the meaning of Section 3.5(c). For purposes of this Section 3.5(d), persons will or will not be considered to be acting as a group in accordance with rules similar to those set forth in Section 3.5(c) with the following exception. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a

Article 3-3

corporation only with respect to the ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

e)

Change in the ownership of a substantial portion of a corporation’s assets. A change in the ownership of a substantial portion of a corporation’s assets occurs on the date that any one person, or more than one person acting as a group (as determined in accordance with rules similar to those set forth in Section 3.5(d)), acquires (or has acquired during the twelve month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of the corporation immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the corporation of the value of the assets being disposed of determined without regard to any liabilities associated with such assets. There is no Change in Control event under this Section 3.5(e) when there is a transfer to an entity that is controlled by the shareholders of the transferring corporation immediately after the transfer. A transfer of assets by a corporation is not treated as a change in ownership of such assets if the assets are transferred to (i) a shareholder of the corporation (immediately before the asset transfer) in exchange for or with respect to its stock, (ii) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the corporation, (iii) a person, or more than one person acting as a group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the corporation, or (iv) an entity, at least fifty (50%) of the total value or voting power of which is owned, directly or indirectly, by a person described in Section 3.5(e)(iii). For purposes of the foregoing, and except as otherwise provided, a person’s status is determined immediately after the transfer of assets.

Article 3-4

ARTICLE 4 – THE TRUST

4.1	Establishment of Trust. The Plan Sponsor shall establish a trust to hold amounts which the Plan Sponsor may contribute from time to time to correspond to some or all amounts credited to the Participant under Article 2.
4.2	Grantor Trust. The trust established by the Plan Sponsor shall be between the Plan Sponsor and a trustee pursuant to a separate written agreement under which assets are held, administered and managed, subject to the claims of the Plan Sponsor’s creditors in the event of the Plan Sponsor’s insolvency, until paid to the Participant and/or his Beneficiaries specified in the Plan. The trust is intended to be treated as a grantor trust under the Code, and the establishment of the trust shall not cause the Participant to realize current income on amounts contributed thereto.
4.3	Investment of Trust Funds. Any amounts contributed to the trust by the Plan Sponsor shall be invested by the trustee in accordance with the provisions of the trust and the instructions of the Administrator. Trust investments need not reflect the hypothetical investments selected by the Participant under Section 2.2 for the purpose of adjusting his Account and the earnings or investment results of the trust shall not affect the hypothetical investment adjustments to the Participant’s Account under the Plan.

Article 4-1

ARTICLE 5 – PLAN ADMINISTRATION

5.1   Powers and Responsibilities of the Administrator. The Administrator has the full power and the full responsibility to administer the Plan in all of its details, subject, however, to the applicable requirements of ERISA. The Administrator’s powers and responsibilities include, but are not limited to, the following:

(a)	To make and enforce such rules and regulations as it deems necessary or proper for the efficient administration of the Plan;
(b)	To interpret the Plan, its interpretation thereof in good faith to be final and conclusive on all persons claiming benefits under the Plan;
(c)	To decide all questions concerning the Plan and the eligibility of any person to participate in the Plan;
(d)	To administer the claims and review procedures specified in Section 5.2;
(e)	To compute the amount of benefits which will be payable to the Participant or any Beneficiary in accordance with the provisions of the Plan;
(f)	To determine the person or persons to whom such benefits will be paid;
(g)	To authorize the payment of benefits;
(h)	To comply with the reporting and disclosure requirements of Part 1 of Subtitle B of Title I of ERISA;
(i)	To appoint such agents, counsel, accountants, and consultants as may be required to assist in administering the Plan;
(j)	By written instrument, to allocate and delegate its responsibilities, including the formation of an Administrative Committee to administer the Plan.

5.2   Claims and Review Procedures.

(a)   Claims Procedure. If any person believes he is being denied any rights or benefits under the Plan, such person may file a claim in writing with the Administrator. If any such claim is wholly or partially denied, the Administrator will notify such person of its

Article 5-1

	decision in writing. Such notification will contain (i) specific reasons for the denial, (ii) specific reference to pertinent Plan provisions, (iii) a description of any additional material or information necessary for such person to perfect such claim and an explanation of why such material or information is necessary, and (iv) information as to the steps to be taken if the person wishes to submit a request for review. Such notification will be given within 90 days after the claim is received by the Administrator (or within 180 days, if special circumstances require an extension of time for processing the claim, and if written notice of such extension and circumstances is given to such person within the initial 90-day period). If such notification is not given within such period, the claim will be considered denied as of the last day of such period and such person may request a review of his claim.
(b)	Review Procedure. Within 60 days after the date on which a person receives a written notification of denial of claim (or, if written notification is not provided, within 60 days of the date denial is considered to have occurred), such person (or his duly authorized representative) may (i) file a written request with the Administrator for a review of his denied claim and of pertinent documents and (ii) submit written issues and comments to the Administrator. The Administrator will notify such person of its decision in writing. Such notification will be written in a manner calculated to be understood by such person and will contain specific reasons for the decision as well as specific references to pertinent Plan provisions. The decision on review will be made within 60 days after the request for review is received by the Administrator (or within 120 days, if special circumstances require an extension of time for processing the request, such as an election by the Administrator to hold a hearing, and if written notice of such extension and circumstances is given to such person within the initial 60-day period). If the decision on review is not made within such period, the claim will be considered denied.
(c)	No action (whether at law, in equity or otherwise) shall be brought by or on behalf of any person for or with respect to benefits due under this Plan unless the person bringing such action has timely exhausted the Plan’s claims procedure and review procedure. Any action (whether at law, in equity or otherwise) must be commenced within three years. This three year period shall be computed from the earlier of (a) the date a final determination denying such benefit, in whole or in part, is issued under the Plan’s review procedure and (b) the date such individual’s cause of action first accrued.

5.3   Plan Administrative Costs. All reasonable costs and expenses (including legal, accounting, and employee communication fees) incurred

Article 5-2

by the Administrator in administering the Plan shall be paid by the Plan Sponsor.

Article 5-3

ARTICLE 6 – MISCELLANEOUS

6.1	Unsecured General Creditor of the Plan Sponsor. The Participant and his Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interests or claims in any property or assets of the Plan Sponsor. For purposes of the payment of benefits under the Plan, any and all of the Plan Sponsor’s assets shall be, and shall remain, the general, unpledged, unrestricted assets of the Plan Sponsor. The Plan Sponsor’s obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.
6.2	Plan Sponsor’s Liability. The Plan Sponsor’s liability for the payment of benefits under the Plan shall be defined only by the Plan. The Plan Sponsor shall have no obligation or liability to the Participant under the Plan except as provided by the Plan.
6.3	Limitation of Rights. Neither the establishment of the Plan, nor any amendment thereof, nor the creation of any fund or account, nor the payment of any benefits, will be construed as giving to the Participant or any other person any legal or equitable right against the Plan Sponsor or Administrator, except as provided herein; and in no event will the terms of employment or service of the Participant be modified or in any way affected hereby.
6.4	Nonalienation of Benefits. None of the benefits or rights of the Participant or any Beneficiary of the Participant shall be subject to the claim of any creditor. In particular, to the fullest extent permitted by law, all such benefits and rights shall be free from attachment, garnishment, or any other legal or equitable process available to any creditor of the Participant and his or her Beneficiary. Neither the Participant nor his Beneficiary shall have the right to alienate, anticipate, commute, pledge, encumber, or assign any of the payments which he or she may expect to receive, contingently or otherwise, under the Plan, except the right to designate a Beneficiary to receive death benefits provided hereunder. A distribution made to comply with Federal conflict of interest requirements shall be permitted, notwithstanding the provisions of Article 3.
6.5	Facility of Payment. If the Administrator determines, on the basis of medical reports or other evidence satisfactory to the Administrator, that the recipient of any benefit payments under the Plan is incapable of handling his affairs by reason of minority, illness, infirmity or other incapacity, the Administrator may disburse such payments to a person or institution designated by a court which has jurisdiction over such recipient or a person or institution otherwise having the legal authority under State law for the care and control of such recipient. The receipt by such person

Article 6-1

	or institution of any such payments therefore, and any such payment to the extent thereof, shall discharge the liability of the Plan Sponsor for the payment of benefits hereunder to such recipient.
6.6	Tax Withholding. The Plan Sponsor shall have the right to deduct from all payments or deferrals made under the Plan any tax required by law to be withheld. If the Plan Sponsor concludes that tax is owing with respect to any deferral or payment hereunder, the Plan Sponsor shall withhold such amounts from any payments due the Participant, as permitted by law, or otherwise make appropriate arrangements with the Participant or his Beneficiary for satisfaction of such obligation. Tax, for purposes of this Section 6.6 means any federal, state, local or any other governmental income tax, employment or payroll tax, excise tax, or any other tax or assessment owing with respect to amounts deferred, any earnings thereon, and any payments made to the Participant under the Plan.
6.7	Termination Following a Change in Control. In the event of a Change in Control, the Plan Sponsor reserves the right to terminate the Plan and distribute all amounts credited to the Participant’s Account as soon as administratively feasible but in no event later than twelve months following a Change in Control as defined in Section 3.5.
6.8	Amendment. The Plan Sponsor may amend the Plan in any respect whatsoever, provided that any such amendment that adversely affects the Participant in a material way shall be made only with the consent of the Participant.
6.9	Governing Law. The Plan will be construed, administered and enforced according to ERISA, and to the extent not preempted thereby, the laws of the State of New York.

Article 6-2

IN WITNESS WHEREOF, the Plan Sponsor by its duly authorized officer(s), has caused the Plan to be adopted on the 29th day of April, 2005.

COMPUTER ASSOCIATES INTERNATIONAL, INC.

By:	Andrew Goodman
Title:	Senior Vice President, Worldwide Human Resources

Article 6-3

EX-10.2

Exhibit 10.2

TRUST AGREEMENT

Between

COMPUTER ASSOCIATES INTERNATIONAL, INC.

And

FIDELITY MANAGEMENT TRUST COMPANY

COMPUTER ASSOCIATES INTERNATIONAL, INC. DEFERRED COMPENSATION PLAN TRUST

Dated as of April 29, 2005

TABLE OF CONTENTS

Section 1. Definitions	2
Section 2. Trust	5
(a) Establishment	5
(b) Grantor Trust	6
(c) Trust Assets	6
(d) Non-Assignment	6
Section 3. Payments to Sponsor	6
Section 4. Disbursements	6
(a) Directions from Administrator	6
(b) Limitations	6
Section 5. Investment of Trust	6
(a) Selection of Investment Options	7
(b) Available Investment Options	7
(c) Investment Directions	7
(d) Unfunded Status of Plan	7
(e) Mutual Funds	7
(i) Execution of Purchases and Sales	8
(ii) Voting	8
(j) Trustee Powers	8
Section 6. Recordkeeping and Administrative Services to Be Performed	9
(a) General	9
(b) Accounts	9
(c) Inspection and Audit	10
(d) Notice of Plan Amendment	10
(e) Returns, Reports and Information	10
Section 7. Directions and Indemnification	10
(a) Identity of the Sponsor and the Administrator	10
(b) Directions from the Sponsor and the Administrator	10
(c) Directions from Participants	11
(d) Indemnification	11
(e) Survival	11
Section 8. Resignation or Removal of Trustee	11
(a) Resignation and Removal	11
(b) Termination	11
(c) Notice Period	11
(d) Transition Assistance	11
(e) Failure to Appoint Successor	12
Section 9. Successor Trustee	12
(a) Appointment	12
(b) Liability	12
(c) Acceptance	12
(d) Corporate Action	12
Section 10. Resignation, Removal, and Termination Notices	12
Section 11. Duration	13
Section 12. Insolvency of Sponsor	13
Section 13. Amendment or Modification	13
Section 14. Termination	14
Section 15. Assignment	14
Section 16. Force Majeure	14
Section 17. Confidentiality	14
Section 18. General	14
(a) Performance by Trustee, its Agents or Affiliates	14
(b) Entire Agreement	15
(c) Waiver	15

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(d) Successors and Assigns	15
(e) Partial Invalidity	15
(f) Section Headings	15
Section 19. Data Protection	15
Section 20. Governing Law	15
(a) Massachusetts Law Controls	15
(b) Trust Agreement Controls	16
SCHEDULES	16
Schedule “A” Recordkeeping and Administrative Services
Schedule “B” Fee Schedule
Schedule “C” Investment Options
Schedule “D” Sponsor’s Authorization Letter
Schedule “E” Exchange Guidelines
Schedule “F” Operational Guidelines for Non-Fidelity Mutual Funds
Schedule “G” Electronic Services

ii

     TRUST AGREEMENT, dated as of the twenty-ninth day of April, 2005, between COMPUTER ASSOCIATES INTERNATIONAL, INC., a Delaware corporation, having an office at One Computer Associates Plaza, Islandia, New York 11749 (the “Sponsor”), and FIDELITY MANAGEMENT TRUST COMPANY, a Massachusetts trust company, having an office at 82 Devonshire Street, Boston, Massachusetts 02109 (the “Trustee”).

WITNESSETH:

     WHEREAS, the Sponsor (as defined herein) has adopted the Computer Associates International, Inc. Deferred Compensation Plan for John A. Swainson (the “Plan”); and

     WHEREAS, the Sponsor wishes to establish an irrevocable trust and to contribute to the Trust assets that shall be held therein, subject to the claims of Sponsor’s creditors in the event of Sponsor’s Insolvency, as herein defined, until paid to Participants (as defined herein) in such manner and at such times as specified in the Plan; and

     WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plan as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”); and

     WHEREAS, it is the intention of the Sponsor to make contributions to the Trust to provide itself with a source of funds to assist it in the meeting of its liabilities under the Plan; and

     WHEREAS, the Trustee is willing to hold and invest the aforesaid plan assets in trust among several investment options selected by the Sponsor; and

     WHEREAS, the Sponsor also wishes to have the Trustee perform certain ministerial recordkeeping and administrative functions under the Plan; and

     WHEREAS, the Trustee is willing to perform recordkeeping and administrative services for the Plan if the services are ministerial in nature and are provided within a framework of plan provisions, guidelines and interpretations conveyed in writing to the Trustee by the Administrator (as defined herein); and

     NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements set forth below, the Sponsor and the Trustee do hereby establish the Trust and agree that the Trust shall be comprised, held and disposed as follows:

       Section 1. Definitions.

The following terms as used in this Trust Agreement have the meaning indicated unless the context clearly requires otherwise:

          (a) “Administrator”

“Administrator” shall have such meaning ascribed to it in the Plan.

          (b) “Agreement”

“Agreement” shall mean this Trust Agreement, and the Schedules and/or Exhibits attached hereto, as the same may be amended and in effect from time to time.

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          (c) “Business Day”

“Business Day” shall mean any day on which the New York Stock Exchange (NYSE) is open.

          (d) “Code”

“Code” shall mean the Internal Revenue Code of 1986, as it has been or may be amended from time to time.

          (e) “Confidential Information”

“Confidential Information” shall mean (individually and collectively) proprietary information of the parties to this Trust Agreement, including but not limited to, their inventions, confidential information, information pertaining to customers of the parties, know how, trade secrets, business affairs, prospect lists, product designs, product plans, business strategies, finances, fee structures, etc.

          (f) “EDT”

“EDT” shall mean electronic data transfer.

          (g) “Electronic Services”

“Electronic Services” shall mean communication and services made available via electronic media.

          (h) “ERISA”

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it has been or may be amended from time to time.

          (i) “Fidelity Mutual Fund”

“Fidelity Mutual Fund” shall mean any investment company advised by Fidelity Management & Research Company or any of its affiliates.

          (j) “FIIOC”

“FIIOC” shall mean Fidelity Investments Institutional Operations Company, Inc.

          (k) “In Good Order”

“In Good Order” shall mean in a state or condition acceptable to the Trustee in its sole discretion, which the Trustee determines is reasonably necessary for accurate execution of the intended transaction.

          (l) “Insolvency” or “Insolvent”

“Insolvency” or “Insolvent” shall mean that if (i) Sponsor is unable to pay its debts as they become due, or (ii) Sponsor is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.

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          (m) “Losses”

“Losses” shall mean any and all loss, damage, penalty, liability, cost and expense, including without limitation, reasonable attorney’s fees and disbursements.

          (n) “Mutual Fund”

“Mutual Fund” shall refer both to Fidelity Mutual Funds and Non-Fidelity Mutual Funds.

          (o) “NAV”

“NAV” shall mean Net Asset Value.

          (p) “NFSLLC”

“NFSLLC” shall mean National Financial Services LLC.

          (q) “Non-Fidelity Mutual Fund”

“Non-Fidelity Mutual Fund” shall mean certain investment companies not advised by Fidelity Management & Research Company or any of its affiliates.

          (r) “NYSE”

“NYSE” shall mean the New York Stock Exchange.

          (s) “Participant”

“Participant” shall mean, with respect to the Plan, John A. Swainson, who has with an account under the Plan, which has not yet been fully distributed and/or forfeited, and shall include the designated beneficiary(ies) with respect to the account until such account has been fully distributed and/or forfeited.

          (t) “Participant Recordkeeping Reconciliation Period”

“Participant Recordkeeping Reconciliation Period” shall mean the period beginning on the date of the initial transfer of assets to the Trust and ending on the date of the completion of the reconciliation of Participant records.

          (u) “Personal Data”

“Personal Data” shall have the meaning set forth in Section 19.

          (v) “PIN”

“PIN” shall mean personal identification number.

          (w) “Plan”

“Plan” shall mean the Computer Associates International Inc. Deferred Compensation Plan.

          (x) “Plan Administration Manual”

“Plan Administration Manual” shall mean the document which sets forth the administrative and recordkeeping duties and procedures to be followed by the Trustee in administering the Plan, as such document may be amended and in effect from time to time.

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          (y) “Plan Sponsor Webstation”

“Plan Sponsor Webstation” shall mean the graphical windows based application that provides current Plan and Participant information including indicative data, account balances, activity and history.

          (z) “Reporting Date”

“Reporting Date” shall mean the last day of each calendar quarter of the Plan and, if not on the last day of fiscal quarter, the date as of which the Trustee resigns or is removed pursuant to this Agreement or the date as of which this Agreement terminates pursuant to Section 8 hereof.

          (aa) “SEC”

“SEC” shall mean the Securities and Exchange Commission.

          (bb) “Sponsor”

“Sponsor” shall mean Computer Associates International, Inc., a Delaware corporation, or any successor to all or substantially all of its businesses which, by agreement, operation of law or otherwise, assumes the obligations, liabilities and responsibility of the Sponsor under this Agreement.

          (cc) “Trust”

“Trust” shall have the meaning set forth in the recitals.

          (dd) “Trustee”

“Trustee” shall mean Fidelity Management Trust Company, a Massachusetts trust company, and any successor to all or substantially all of its trust business as described in Section 9. The term Trustee shall also include any successor trustee appointed pursuant to Section 9 to the extent such successor agrees to serve as Trustee under this Agreement.

          (ee) “VRS”

“VRS” shall mean Voice Response System.

       Section 2. Trust.

          (a) Establishment.

The Sponsor hereby establishes the Trust with the Trustee. The Trust shall consist of an initial contribution of money or other property acceptable to the Trustee in its sole discretion, made by the Sponsor and such additional sums of money as shall from time to time be delivered to the Trustee under the Plan, all investments made therewith and proceeds thereof, and all earnings and profits thereon, less the payments that are made by the Trustee as provided herein, without distinction between principal and income. Neither the Trustee nor any Participant shall have any right to compel any additional deposits. The Trustee hereby accepts the Trust on the terms and conditions set forth in this Agreement. In accepting this Trust, the Trustee shall be accountable for the assets received by it, subject to the terms and conditions of this Agreement.

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          (b) Grantor Trust.

The Trust is intended to be a grantor trust, of which the Sponsor is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Code, as amended, and shall be construed accordingly.

          (c) Trust Assets.

The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Sponsor and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plan and this Agreement shall be mere unsecured contractual rights of Participants and their beneficiaries against the Sponsor. Any assets held by the Trust will be subject to the claims of the Sponsor’s general creditors under federal and state law in the event of Sponsor’s Insolvency.

          (d) Non-Assignment.

Benefit payments to Participants and their beneficiaries funded under this Trust may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered, or subjected to attachment, garnishment, levy, execution, or other legal or equitable process.

       Section 3. Payments to Sponsor.

Except as provided under this Agreement, the Sponsor shall have no right to retain or divert to others any of the Trust assets before all payment of benefits have been made to Participants pursuant to the terms of the Plan.

       Section 4. Disbursements.

          (a) Directions from Administrator.

The Trustee shall disburse monies to the Administrator for benefit payments in the amounts that the Administrator directs from time to time in writing. The Trustee shall have no responsibility to ascertain whether the Administrator’s direction complies with the terms of the Plan or any applicable law. The Trustee shall not be responsible for: (i) making benefit payments to Participants under the Plan, (ii) any Federal, State or local income tax reporting or withholding with respect to such Plan benefits, and (iii) FICA (Social Security and Medicare) or any Federal or State unemployment tax with respect to Plan distributions.

          (b) Limitations.

The Trustee shall not be required to make any disbursement in excess of the net realizable value of the assets of the Trust at the time of the disbursement. The Trustee shall not be required to make any disbursement in cash unless the Administrator has provided a written direction as to the assets to be converted to cash for the purpose of making the disbursement.

       Section 5. Investment of Trust.

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          (a) Selection of Investment Options.

The Trustee shall have no responsibility for the selection of investment options under the Trust and shall not render investment advice to any person in connection with the selection of such options.

          (b) Available Investment Options.

The Sponsor shall direct the Trustee as to what investment options the Trust shall be invested in (i) during the Participant Recordkeeping Reconciliation Period, and (ii) following the Participant Recordkeeping Reconciliation Period, subject to the following limitations. The Sponsor may determine to offer as investment options only Mutual Funds, provided, however, that the Trustee shall not be considered a fiduciary with investment discretion. The Sponsor may add or remove investment options with the consent of the Trustee to reflect administrative concerns and upon mutual amendment of this Agreement and the Schedules thereto, to reflect such additions.

          (c) Investment Directions.

The Sponsor shall direct the Trustee as to how to invest the assets held in the Trust. In order to provide for an accumulation of assets comparable to the contractual liabilities accruing under the Plan, the Sponsor may direct the Trustee in writing to invest the assets held in the Trust to correspond to the hypothetical investments made for Participants in accordance with their direction under the Plan. In such cases, Participants may provide directions with respect to their hypothetical investments under the Plan by use of the system maintained for such purposes by the Trustee or its agents, as may be agreed upon from time to time by the Sponsor and the Trustee, in accordance with Schedule “E”. The Trustee shall not be liable for any loss or expense that arises from a Participant’s exercise or non-exercise of rights under this Section 5 over the assets in the Participant’s accounts. In the event that the Trustee fails to receive a proper direction, the assets in question shall be invested in the investment option set forth for such purpose on Schedule “C” until the Trustee receives a proper direction.

          (d) Unfunded Status of Plan

The Sponsor’s designation of available investment options, the maintenance of accounts for each Participant, the crediting of investments gains (or losses) to such accounts, and the exercise by Participants of any powers relating to investments under this Agreement are solely for the purpose of providing a mechanism for measuring the obligation of the Sponsor to any particular Participant under the applicable Plan. As provided in this Agreement, no Participant will have any preferential claim to or beneficial ownership interest in any asset or investment held in the Trust, and the rights of any Participant under the applicable Plan and this Agreement are solely those of an unsecured general creditor of the Sponsor with respect to the benefits of the Participant under the Plan.

          (e) Mutual Funds.

On the effective date of this Agreement, in lieu of receiving a printed copy of the prospectus for each Fidelity Mutual Fund selected by the Sponsor as a Plan investment option or short-term investment fund, the Sponsor hereby consents to receiving such documents electronically. The Sponsor shall access each prospectus on the internet after receiving notice from the Trustee in writing that a current version is available online at a website maintained by the Trustee or its affiliate. Trustee represents that on the effective date of this Agreement, a current version of each such prospectus is available at https://www.fidelity.com or such successor website as Trustee may notify the Sponsor of in writing from time to time. The Sponsor represents that it has

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accessed/will access each such prospectus as of the effective date of this Agreement at https://www.fidelity.com or such successor website as Trustee may notify the Sponsor of in writing from time to time. Transactions involving Non-Fidelity Mutual Funds shall be executed in accordance with the operational guidelines set forth in Schedule “F” attached hereto.

Trust investments in Mutual Funds shall be subject to the following limitations:

          (i) Execution of Purchases and Sales.

Purchases and sales of Mutual Funds (other than for exchanges) shall be made on the date on which the Trustee receives from the Sponsor In Good Order all information and documentation necessary to accurately effect such transactions and (if applicable) wire transfer of funds.

Exchanges of Mutual Funds shall be made in accordance with the Exchange Guidelines attached hereto as Schedule “E”.

          (ii) Voting.

The Sponsor directs the Trustee to vote the shares of Mutual Funds held in the Trust in the same manner as directed by Participants for the corresponding hypothetical shares of Mutual Funds credited to Participants’ accounts under the Plan. At the time of mailing of notice of each annual or special stockholders’ meeting of any Mutual Fund, the Trustee shall send a copy of the notice and all proxy solicitation materials to each Participant who has hypothetical shares of such Mutual Fund credited to the Participant’s account, together with a voting direction form for return to the Trustee or its designee. The Participant shall have the right to direct the Trustee as to the manner in which the Trustee is to vote the hypothetical shares credited to the Participant’s account. The Trustee shall vote the shares held in the Trust in a manner which corresponds to Participant directions with respect to the hypothetical shares credited to the Participant’s Plan account. The Trustee shall not vote shares for which it has received no corresponding directions from the Participant.

During the Participant Recordkeeping Reconciliation Period, the Sponsor shall have the right to direct the Trustee as to the manner in which the Trustee is to vote the shares of the Mutual Funds in the Trust, including Mutual Fund shares held in any short-term investment fund for liquidity reserve. Following the Participant Recordkeeping Reconciliation Period, the Sponsor shall continue to have the right to direct the Trustee as to the manner in which the Trustee is to vote any Mutual Funds shares held in a short-term investment fund for liquidity reserve. The Trustee shall not vote any such Mutual Fund shares for which it has received no directions from the Sponsor.

With respect to all rights other than the right to vote, the Trustee shall follow the directions of the Sponsor. The Trustee shall have no further duty to solicit directions from the Sponsor or Participants.

          (j) Trustee Powers.

The Trustee shall have the following powers and authority:

               (i) Subject to this Section 5, to sell, exchange, convey, transfer, or otherwise dispose of any property held in the Trust, by private contract or at public auction. No person dealing with the Trustee shall be bound to see to the application of the purchase money or other property delivered to the Trustee or to inquire into the validity, expediency, or propriety of any such sale or other disposition.

               (ii) To cause any securities or other property held as part of the Trust to be

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registered in the Trustee’s own name, in the name of one or more of its nominees, or in the Trustee’s account with the Depository Trust Company of New York and to hold any investments in bearer form, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust.

               (iii) To keep that portion of the Trust in cash or cash balances as the Sponsor or Administrator may, from time to time, deem to be in the best interest of the Trust.

               (iv) To make, execute, acknowledge, and deliver any and all documents of transfer or conveyance and to carry out the powers herein granted.

               (v) If applicable, to borrow funds from a bank or other financial institution not affiliated with the Trustee in order to provide sufficient liquidity to process Plan transactions in a timely fashion, provided that the cost of borrowing shall be allocated in a reasonable fashion to the investment fund(s) in need of liquidity. The Sponsor acknowledges that it has received the disclosure on the Trustee’s line of credit program and credit allocation policy and a copy of the text of Prohibited Transaction Class Exemption 2002-55 prior to executing this Agreement if applicable.

               (vi) To settle, compromise, or submit to arbitration any claims, debts, or damages due to or arising from the Trust; to commence or defend suits or legal or administrative proceedings; to represent the Trust in all suits and legal and administrative hearings; and to pay all reasonable expenses arising from any such action, from the Trust if not paid by the Sponsor.

               (vii) To employ legal, accounting, clerical, and other assistance as may be required in carrying out the provisions of this Agreement and to pay their reasonable expenses and compensation from the Trust if not paid by the Sponsor.

               (viii) To do all other acts, although not specifically mentioned herein, as the Trustee may deem necessary to carry out any of the foregoing powers and the purposes of the Trust.

Notwithstanding any powers granted to Trustee pursuant to this Agreement or to applicable law, Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code. The Trustee will file an annual fiduciary return to the extent required by law.

       Section 6. Recordkeeping and Administrative Services to Be Performed.

          (a) General.

The Trustee shall perform those recordkeeping and administrative functions described in Schedule “A” attached hereto. These recordkeeping and administrative functions shall be performed within the framework of the Administrator’s written directions regarding the Plan’s provisions, guidelines and interpretations.

          (b) Accounts.

The Trustee shall keep accurate accounts of all investments, receipts, disbursements, and other transactions hereunder, and shall report the value of the assets held in the Trust as of the last day of each Reporting Date. Within thirty (30) days following each Reporting Date or within sixty (60) days in the case of a Reporting Date caused by the resignation or removal of the Trustee, or the termination of this Agreement, the Trustee shall file with the Administrator a written account

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setting forth all investments, receipts, disbursements, and other transactions effected by the Trustee between the Reporting Date and the prior Reporting Date, and setting forth the value of the Trust as of the Reporting Date. Except as otherwise required under applicable law, upon the expiration of six (6) months from the date of filing such account, the Trustee shall have no liability or further accountability to anyone with respect to the propriety of its acts or transactions shown in such account, except with respect to such acts or transactions as to which a written objection shall have been filed with the Trustee within such six (6) month period.

          (c) Inspection and Audit.

Prior to the termination of this Agreement, all records generated by the Trustee in accordance with paragraphs (a) and (b) shall be open to inspection and audit, by the Administrator or any persons designated by the Administrator, during the Trustee’s regular business hours. Upon the resignation or removal of the Trustee or the termination of this Agreement, the Trustee shall provide to the Sponsor, at no expense to the Sponsor, in the format regularly provided to the Sponsor, a statement of each Participant’s account as of the resignation, removal, or termination, and the Trustee shall provide to the Sponsor or the Plan’s new recordkeeper such further records as are reasonable, at the Sponsor’s expense.

          (d) Notice of Plan Amendment.

The Trustee’s provision of the recordkeeping and administrative services set forth in this Section shall be conditioned on the Sponsor delivering to the Trustee a copy of any amendment to the Plan as soon as administratively feasible following the amendment’s adoption, and on the Administrator providing the Trustee, on a timely basis, with all the information the Trustee deems necessary for the Trustee to perform the recordkeeping and administrative services and such other information as the Trustee may reasonably request.

          (e) Returns, Reports and Information.

Except as set forth in the Plan Reporting section of Schedule “A”, the Administrator shall be responsible for the preparation and filing of all returns, reports, and information required of the Trust or Plan by law. The Trustee shall provide the Administrator with such information as the Administrator may reasonably request to make these filings. The Administrator shall also be responsible for making any disclosures to Participants required by law.

       Section 7. Directions and Indemnification.

          (a) Identity of the Sponsor and the Administrator.

The Trustee shall be fully protected in relying on the fact that the Sponsor and the Administrator under the Plan are the individual or persons named as such above or such other individuals or persons as the Sponsor may notify the Trustee in writing.

          (b) Directions from the Sponsor and the Administrator.

Whenever the Sponsor and the Administrator provides a direction to the Trustee, the Trustee shall not be liable for any loss or expense arising from the direction (i) if the direction is contained in a writing (or is oral and immediately confirmed in a writing) signed by any individual whose name and signature have been submitted (and not withdrawn) in writing to the Trustee by the Sponsor in the form attached hereto as Schedule “D,” and (ii) if the Trustee reasonably believes the signature of the individual to be genuine. Such direction may be made via EDT or other

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electronic means in accordance with procedures agreed to by the Sponsor and the Trustee; provided, however, that the Trustee shall be fully protected in relying on such direction as if it were a direction made in writing by the Sponsor.

          (c) Directions from Participants.

The Trustee shall not be liable for any loss which arises from any Participant’s exercise or non-exercise of rights under the Plan over the assets in the Participants’ hypothetical accounts.

          (d) Indemnification.

The Sponsor shall indemnify the Trustee against, and hold the Trustee harmless from, any and all Losses that may be incurred by, imposed upon, or asserted against the Trustee by reason of any claim, regulatory proceeding, or litigation arising from any act done or omitted to be done by any individual or person with respect to the Plan or Trust, excepting only any and all Losses arising from the Trustee’s negligence or bad faith.

          (e) Survival.

The provisions of this Section 7 shall survive the termination of this Agreement.

       Section 8. Resignation or Removal of Trustee.

          (a) Resignation and Removal.

The Trustee may resign at any time in accordance with the notice provisions set forth below. The Sponsor may remove the Trustee at any time in accordance with the notice provisions set forth below.

          (b) Termination.

This Agreement may be terminated in full, or with respect to only a portion of the Plan (i.e. a “partial deconversion”) at any time by the Sponsor upon prior written notice to the Trustee in accordance with the notice provisions set forth below.

          (c) Notice Period.

In the event either party desires to terminate this Agreement or any Services hereunder, the party shall provide at least sixty (60) days prior written notice of the termination date to the other party; provided, however, that the receiving party may agree, in writing, to a shorter notice period.

          (d) Transition Assistance.

In the event of termination of this Agreement, if requested by Sponsor, the Trustee shall assist Sponsor in developing a plan for the orderly transition of the Plan data, cash and assets then constituting the Trust and services provided by the Trustee hereunder to Sponsor or its designee. The Trustee shall provide such assistance for a period not extending beyond sixty (60) days from the termination date of this Agreement. The Trustee shall provide to Sponsor, or to any person

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designated by Sponsor, at a mutually agreeable time, one file of the Plan data prepared and maintained by the Trustee in the ordinary course of business, in the Trustee’s format. The Trustee may provide other or additional transition assistance as mutually determined for additional fees, which shall be due and payable by the Sponsor prior to any termination of this Agreement.

          (e) Failure to Appoint Successor.

If, by the termination date, the Sponsor has not notified the Trustee in writing as to the individual or entity to which the assets and cash are to be transferred and delivered, the Trustee may bring an appropriate action or proceeding for leave to deposit the assets and cash in a court of competent jurisdiction. The Trustee shall be reimbursed by the Sponsor for all costs and expenses of the action or proceeding including, without limitation, reasonable attorneys’ fees and disbursements.

       Section 9. Successor Trustee.

          (a) Appointment.

If the office of Trustee becomes vacant for any reason, the Sponsor may in writing appoint a successor trustee under this Agreement. The successor trustee shall have all of the rights, powers, privileges, obligations, duties, liabilities, and immunities granted to the Trustee under this Agreement.

          (b) Liability.

The successor trustee and predecessor trustee shall not be liable for the acts or omissions of the other with respect to the Trust.

          (c) Acceptance.

As of the date the successor trustee accepts its appointment under this Agreement, title to and possession of the Trust assets shall immediately vest in the successor trustee without any further action on the part of the predecessor trustee, except as may be required to evidence such transition. The predecessor trustee shall execute all instruments and do all acts that may be reasonably necessary and requested in writing by the Sponsor or the successor trustee to vest title to all Trust assets in the successor trustee or to deliver all Trust assets to the successor trustee.

          (d) Corporate Action.

Any successor of the Trustee or successor trustee, either through sale or transfer of the business or trust department of the Trustee or successor trustee, or through reorganization, consolidation, or merger, or any similar transaction of either the Trustee or successor trustee, shall, upon consummation of the transaction, become the successor trustee under this Agreement.

       Section 10. Resignation, Removal, and Termination Notices.

All notices of resignation, removal, or termination under this Agreement must be in writing and mailed to the party to which the notice is being given by certified or registered mail, return receipt requested, to the Sponsor c/o Treasurer, One Computer Associates Plaza, Islandia, New York 11749 and to the Trustee c/o FESCo Business Compliance, Attn: Contracts, Fidelity Investments,

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82 Devonshire Street, MM3H, Boston, Massachusetts 02109, or to such other addresses as the parties have notified each other of in the foregoing manner.

       Section 11. Duration.

This Trust shall continue in effect without limit as to time, subject, however, to the provisions of this Agreement relating to amendment, modification, and termination thereof.

       Section 12. Insolvency of Sponsor.

          (a) The Trustee shall cease disbursement of funds for payment of benefits to Participants if the Sponsor is Insolvent.

          (b) All times during the continuance of this Trust, the principal and income of the Trust shall be subject to claims of general creditors of the Sponsor under federal and state law as set forth below.

               (i) The Board of Directors and the Chief Executive Officer of the Sponsor shall have the duty to inform the Trustee in writing of the Sponsor’s Insolvency. If a person claiming to be a creditor of the Sponsor alleges in writing to the Trustee that the Sponsor has become Insolvent, the Trustee shall determine whether the Sponsor is Insolvent and, pending such determination, the Trustee shall discontinue disbursements for payment of benefits to Participants.

               (ii) Unless the Trustee has actual knowledge of the Sponsor’s Insolvency, or has received notice from the Sponsor or a person claiming to be a creditor alleging that the Sponsor is Insolvent, the Trustee shall have no duty to inquire whether the Sponsor is Insolvent. The Trustee may in all events rely on such evidence concerning the Sponsor’s solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Sponsor’s solvency.

               (iii) If at any time the Trustee has determined that the Sponsor is Insolvent, the Trustee shall discontinue disbursements for payments to Participants and shall hold the assets of the trust for the benefit of the Sponsor’s general creditors. Nothing in this Agreement shall in any way diminish any rights of Participants to pursue their rights as general creditors of the Sponsor with respect to benefits due under the Plan or otherwise.

               (iv) The Trustee shall resume disbursement for the payment of benefits to Participants in accordance with this Agreement only after the Trustee has determined that the Sponsor is not Insolvent (or is no longer Insolvent).

          (c) Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to (a) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Participants under the terms of the Plan for the period of such discontinuance, less the aggregate amount of any payments made to Participants by the Sponsor in lieu of the payments provided for hereunder during any such period of discontinuance.

       Section 13. Amendment or Modification.

This Agreement may be amended or modified at any time and from time to time only by an written instrument executed by both the Sponsor and the Trustee. Notwithstanding the foregoing, it is the intent of the parties that no such amendment shall conflict with the terms of the Plan or make the

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Trust revocable. The individuals authorized to sign such instrument shall be those authorized by the Sponsor on Schedule “D”.

       Section 14. Termination

The trust shall not terminate until the date that all of the Sponsor’s liability under the Plan shall be satisfied in full. However, upon written approval of the Participant, the Sponsor may terminate the trust prior to such date. After payment of all benefits, fees and expenses of the trust, any remaining assets in the trust shall be returned to the Sponsor.

       Section 15. Assignment.

This Agreement, and any of its rights and obligations hereunder, may not be assigned by any party without the prior written consent of the other party(ies), and such consent may be withheld in any party’s sole discretion. Notwithstanding the foregoing, Trustee may assign this Agreement in whole or in part, and any of its rights and obligations hereunder, to a subsidiary or affiliate of Trustee without consent of the Sponsor. All provisions in this Agreement shall extend to and be binding upon the parties hereto and their respective successors and permitted assigns.

       Section 16. Force Majeure.

No party shall be deemed in default of this Agreement to the extent that any delay or failure in performance of its obligation(s) results, without its fault or negligence, from any cause beyond its reasonable control, such as acts of God, acts of civil or military authority, embargoes, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions, power outages or strikes. This clause shall not excuse any of the parties to the Agreement from any liability which results from failure to have in place reasonable disaster recovery and safeguarding plans adequate for protection of all data each of the parties to the Agreement are responsible for maintaining for the Plan.

       Section 17. Confidentiality.

Both parties to this Agreement recognize that in the course of implementing and providing the services described herein, each party may disclose to the other Confidential Information. All such Confidential Information, individually and collectively, and other proprietary information disclosed by either party shall remain the sole property of the party disclosing the same, and the receiving party shall have no interest or rights with respect thereto if so designated by the disclosing party to the receiving party. Each party agrees to maintain all such Confidential Information in trust and confidence to the same extent that it protects its own proprietary information, and not to disclose such Confidential Information to any third party without the written consent of the other party. Each party further agrees to take all reasonable precautions to prevent any unauthorized disclosure of Confidential Information. In addition, each party agrees not to disclose or make public to anyone, in any manner, the terms of this Agreement, except as required by law, without the prior written consent of the other party. Notwithstanding the foregoing, Trustee may use Sponsor’s name in a general list of its customers, including any such list compiled for Fidelity Investment’s annual report to shareholders, without obtaining Sponsor’s prior consent.

       Section 18. General.

          (a) Performance by Trustee, its Agents or Affiliates.

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The Sponsor acknowledges and authorizes that the services to be provided under this Agreement shall be provided by the Trustee, its agents or affiliates, and that certain of such services may be provided pursuant to one or more other contractual agreements or relationships.

          (b) Entire Agreement.

This Agreement together with the Schedules attached hereto, which are incorporated by reference herein, contains all of the terms agreed upon between the parties with respect to the subject matter hereof.

          (c) Waiver.

No waiver by either party of any failure or refusal to comply with an obligation hereunder shall be deemed a waiver of any other obligation hereunder or subsequent failure or refusal to comply with any other obligation hereunder.

          (d) Successors and Assigns.

The stipulations in this Agreement shall inure to the benefit of, and shall bind, the successors and assigns of the respective parties.

          (e) Partial Invalidity.

If any term or provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

          (f) Section Headings.

The headings of the various sections and subsections of this Agreement have been inserted only for the purposes of convenience and are not part of this Agreement and shall not be deemed in any manner to modify, explain, expand or restrict any of the provisions of this Agreement.

       Section 19. Data Protection

In order to fulfill its obligations under this Agreement, the Trustee may receive personal data, including but not limited to, compensation, benefits, tax, marital/family status and other similar information, about Participants (“Personal Data”). With respect to Personal Data it receives, the Trustee agrees to (i) safeguard Personal Data in accordance with its privacy policy, and (ii) exercise the same standard of care in safeguarding such Personal Data that it uses to protect the personal data of its own employees. Notwithstanding the foregoing, the Sponsor may monitor the Trustee’s interactions with Participants for the purpose of evaluating Trustee’s services.

       Section 20. Governing Law.

          (a) Massachusetts Law Controls.

This Agreement is being made in the Commonwealth of Massachusetts, and the Trust shall be administered as a Massachusetts trust. The validity, construction, effect, and administration of

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this Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts, except to the extent those laws are superseded under section 514 of ERISA.

          (b) Trust Agreement Controls.

The Trustee is not a party to the Plan, and in the event of any conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of this Agreement shall control.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year first above written.

COMPUTER ASSOCIATES INTERNATIONAL, INC.

By:	/s/ Mary Stravinskas
Name:	Mary Stravinskas
Title:	Senior Vice President and Treasurer
Date:	April 29, 2005
FIDELITY MANAGEMENT TRUST COMPANY
By:
	FMTC Authorized Signatory
Name:
Date:

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