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

Date of Report: January 3, 2008
(Date of earliest event reported)

CA, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-9247	13-2857434
(Commission File Number)	(IRS Employer Identification No.)
One CA Plaza Islandia, New York	11749
(Address of Principal Executive Offices)	(Zip Code)

(631) 342-6000

(Registrant’s Telephone Number, Including Area Code)

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 (see General Instruction A.2 below):

o      Written communications pursuant to Rule 425 under the 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	1
Item 8.01 Other Events	1
Item 9.01 Financial Statements and Exhibits	2
SIGNATURES	3
EXHIBIT INDEX
EX – 4.1 FIRST SUPPLEMENTAL INDENTURE
EX – 99.1 STIPULATION OF DISMISSAL WITH PREJUDICE
EX – 99.2 SETTLEMENT AGREEMENT
EX – 99.3 ADDENDUM TO REGISTRATION RIGHTS AGREEMENT

Item 1.01 Entry into a Material Definitive Agreement

On January 3, 2008, the First Supplemental Indenture with respect to the Notes (as defined below) dated as of November 30, 2007 (the “Supplemental Indenture”), entered into by CA, Inc. (the “Company”) and the Bank of New York (“BNY”), in its capacity as Indenture Trustee on behalf of all Holders of the Company’s 5.625% Senior Notes Due 2014 (the “Notes”), became final and effective. A fuller description of the Supplemental Indenture is set forth under the heading “Item 8.01 Other Events” below and such description is incorporated herein by reference. A copy of the Supplemental Indenture is attached as Exhibit 4.1 hereto and is incorporated herein by reference.

Item 8.01 Other Events

On May 23, 2007, a lawsuit captioned The Bank of New York v. CA, Inc. et al. (the “Action”), was filed in the Supreme Court of the State of New York, New York County (the “Court”). For a description of the material elements of the Action, please see Note J to the Company’s Consolidated Condensed Financial Statements, Commitments and Contingencies, filed on November 2, 2007 as part of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007, which is incorporated herein by reference. On January 3, 2008, the Court signed an order dismissing the Action with prejudice based upon a Stipulation of Dismissal with Prejudice (the “Stipulation”) entered into by the Company and BNY, in its capacity as Indenture Trustee on behalf of all Holders of the Notes. A copy of the Stipulation as signed by the Court is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Upon the Court’s approval of the Stipulation dismissing the Action, the Settlement Agreement dated as of December 21, 2007 (the “Settlement Agreement”) entered into by the Company, BNY and the Holders of a majority of the Notes (the “Majority Holders”) became effective. A

1

copy of the Settlement Agreement is attached as Exhibit 99.2 hereto and is incorporated herein by reference. Also, as part of the settlement of the Action, among other things:

1.	The Company and the Majority Holders entered into an Addendum to Registration Rights Agreement dated as of November 30, 2007 with respect to the Notes (the “Addendum”); and
2.	The Company and BNY (with the consent of the Majority Holders) executed a First Supplemental Indenture with respect to the Notes dated as of November 30, 2007 (the “Supplemental Indenture”) which by its terms, only became effective upon the Court’s approval of the Stipulation dismissing the Action.

The Supplemental Indenture provides, among other things, that the Company will pay an additional 0.50% per annum interest on the $500 million principal of the Notes, which additional interest began to accrue as of December 1, 2007. Pursuant to the Supplemental Indenture, the Notes will now be referred to as the Company's 6.125% Senior Notes Due 2014. As a result of the settlement, the Company will record a charge of approximately $14 million, representing the present value of the additional interest, in its third quarter financial results. The Addendum confirms that the Company no longer has any obligations under the original Registration Rights Agreement entered into with respect to the Notes. A copy of the Addendum and the Supplemental Indenture are attached hereto as Exhibits 99.3 and 4.1, respectively, and are incorporated herein by reference. The foregoing descriptions of the Stipulation, the Settlement Agreement, the Addendum and the Supplemental Indenture are qualified in their entirety by reference to the complete documents attached hereto as Exhibits 99.1, 99.2, 99.3 and 4.1, respectively.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
4.1	First Supplemental Indenture, dated as of November 30, 2007, to the Indenture, dated as of November 18, 2004, between CA, Inc. and The Bank of New York, as trustee
99.1	Stipulation of Dismissal with Prejudice, dated January 3, 2008
99.2	Settlement Agreement, dated as of December 21, 2007, between CA, Inc. and the Bank of New York, as trustee, Linden Capital L.P. and Swiss Re Financial Products Corporation
99.3	Addendum to Registration Rights Agreement, dated as of November 30, 2007, relating to $500,000,000 5.625% Senior Notes Due 2014

2

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.

	CA, INC.
Date: January 9, 2008	By:	/s/ Amy Olli
		Amy Olli
		Executive Vice President, General Counsel

3

EX-4.1

Exhibit 4.1

CA, INC.

AND

THE BANK OF NEW YORK

FIRST SUPPLEMENTAL INDENTURE

DATED AS OF NOVEMBER 30, 2007

SUPPLEMENT TO INDENTURE DATED AS OF NOVEMBER 18, 2004

          THIS FIRST SUPPLEMENTAL INDENTURE, dated as of November 30, 2007 (this “First Supplemental Indenture”), to the Indenture, dated as of November 18, 2004, between CA, INC., a Delaware corporation (the “Company”), and THE BANK OF NEW YORK, a New York banking corporation, not in its individual capacity but solely as trustee under the Indenture referred to below (the “Trustee”).

RECITALS:

          WHEREAS, the Company and the Trustee entered into an Indenture, dated as of November 18, 2004 (“Indenture”);

          WHEREAS, the Company has issued its 5.625% Senior Notes due 2014 (the “2014 Notes”) pursuant to the Indenture;

          WHEREAS, Section 9.2 of the Indenture provides that the Indenture may be amended with the written consent of the Holders of at least a majority in principal amount of the 2014 Notes for any purpose other than the purposes set forth in Sections 9.2(i) through 9.2(viii) of the Indenture;

          WHEREAS, the Company, the Trustee, and Holders of at least a majority in principal amount of the 2014 Notes, desire to amend the Indenture with respect to the 2014 Notes to (i) provide for the Company to pay supplemental interest on the 2014 Notes over and above the 5.625% interest rate set forth in the Security evidencing the 2014 Notes, at a rate of 0.50% per annum, thereby bringing the total interest rate on the 2014 Notes to 6.125% per annum, from and including December 1, 2007 and (ii) change all references in the Security evidencing the 2014 Notes to the title of the 2014 Notes to “6.125% Senior Notes due 2014”;

          WHEREAS, by entering into this First Supplemental Indenture, the Company and the Trustee wish to effect the amendments to the Indenture set forth above;

          WHEREAS, the amendments contained herein do not trigger any of the purposes set forth in Sections 9.2(i) through 9.2(viii) of the Indenture;

          WHEREAS, the Trustee is executing and delivering this First Supplemental Indenture to satisfy all requirements necessary to make this First Supplemental Indenture a valid instrument in accordance with its terms:

          NOW, THEREFORE, the Company and the Trustee agree as follows:

ARTICLE I

DEFINITIONS

          SECTION 1.1 Definition of Terms. Unless the context otherwise requires (including for purposes of the Recitals):

          a term defined in the Indenture has the same meaning when used in this First Supplemental Indenture unless otherwise specified herein;

          a term defined anywhere in this First Supplemental Indenture has the same meaning throughout;

          the singular includes the plural and vice versa; and

          headings are for convenience of reference only and do not affect interpretation.

ARTICLE II

AMENDMENTS TO INDENTURE

     SECTION 2.1 Supplemental Interest on the 2014 Notes. The Company agrees to pay supplemental interest on the 2014 Notes, over and above the 5.625% interest rate set forth in the Security evidencing the 2014 Notes, at a rate of 0.50% per annum, thereby bringing the total interest rate on the 2014 Notes to 6.125% per annum, from and including December 1, 2007 so long as the 2014 Notes are outstanding, such supplemental interest to be paid in accordance with the terms of this Indenture.

     SECTION 2.2 Effect of Future Amendment to 2014 Note. If the Company amends or exchanges the Security evidencing the 2014 Notes (the “Original Security”) to provide a new and substantially similar Security (the “New Security”) bearing an interest rate of 6.125% per annum in lieu of the Original Security, supplemental interest shall no longer be payable on such New Security.

     SECTION 2.3 Change of Title of Security. All references to the 5.625% Senior Notes due 2014 in the Indenture are hereby changed to “6.125% Senior Notes due 2014”.

2

ARTICLE III

MISCELLANEOUS

     SECTION 3.1 Effectiveness. This First Supplemental Indenture will become effective upon the occurrence of both (i) the execution and delivery of this First Supplemental Indenture, and (ii) the approval by Justice Ramos of the Commercial Division of the New York Supreme Court of the Stipulation of Dismissal with Prejudice, in the form annexed as Exhibit C to the Agreement, dated as of December 21, 2007, by and between CA, Inc., f/k/a Computer Associates International, Inc. on the one hand, and The Bank of New York, solely in its capacity as Indenture Trustee on behalf of all Holders of 5.625% Senior Notes Due 2014 of CA, Inc., and the other parties thereto, on the other hand.

     SECTION 3.2 Successors and Assigns. All of the covenants, promises, stipulations and agreements of the Company contained in the Indenture, as supplemented and amended by this First Supplemental Indenture, will bind the Company and its successors and assigns and will inure to the benefit of the Trustee and its successors and assigns.

     SECTION 3.3 Effect of Recitals. The recitals in this First Supplemental Indenture are made by the Company and not by the Trustee, and the Trustee shall not be responsible for the validity or sufficiency of this First Supplemental Indenture.

     SECTION 3.4 Ratification of Indenture. The Indenture as supplemented by this First Supplemental Indenture, is in all respects ratified and confirmed, and this First Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.

     SECTION 3.5 Due Authorization; Binding Nature. Each party hereto represents and warrants that this First Supplemental Indenture has been duly authorized, executed and delivered by such party. The Company further represents that this First Supplemental Indenture constitutes a valid and binding agreement of the Company.

     SECTION 3.6 Governing Law.

          THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAWS.

     SECTION 3.7 Counterparts.

          This First Supplemental Indenture may be executed in any number of separate counterparts each of which shall be an original; but such separate counterparts shall together constitute but one and the same instrument.

3

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

CA, INC.
By:	/s/ Nancy E. Cooper
	Name:	Nancy Cooper
	Title:	Chief Financial Officer

THE BANK OF NEW YORK, as Trustee
By:	/s/ Geovanni Barris
	Name:	Geovanni Barris
	Title:	Vice President

4

EX-99.1

Exhibit 99.1

SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK

	x :
THE BANK OF NEW YORK, not in its individual capacity but solely in its capacity	: :
as Indenture Trustee on behalf of all Holders	:
of 5.625% Senior Notes Due 2014 of CA,	:
Inc. f/k/a/ Computer Associates	:
International Inc.,	: :	Index No: 07-601738
Plaintiff, - -against-	: : :	STIPULATION OF DISMISSAL WITH PREJUDICE
	:
CA, INC., f/k/a/ COMPUTER	:
ASSOCIATES INTERNATIONAL, INC.,	:
	:
Defendant.	x

     WHEREAS, The Bank of New York (“BNY”), in its capacity as Indenture Trustee on behalf of all Holders of 5.625% Senior Notes Due 2014 of CA, Inc. (the “Notes”), alleges in this lawsuit that CA failed to make payments of Additional Interest beginning November 18, 2006, due on the Notes on December 1, 2006, and thereafter;

     WHEREAS, BNY brought this lawsuit on behalf of all Holders of the Notes to enforce a Demand to Accelerate Notes dated March 16, 2007, pursuant to direction received from the Holders of a majority of the Notes (the “Majority Holders”) in accordance with Section 6.5 of the Indenture, dated as of November 18, 2004, between CA and BNY;

     WHEREAS, CA denies the allegations made by BNY in this lawsuit, denies that CA has breached any obligation to holders of the Notes, and denies that the Demand to Accelerate Notes has any legal effect;

     WHEREAS, BNY, CA, and the Majority Holders have evaluated the claims and collectively desire to terminate the above-captioned matter;

     WHEREAS, with respect to the Notes, BNY and the Majority Holders waive any claim that a Registration Default under the Registration Rights Agreement, dated November 18, 2004, between CA and the initial purchasers of the Notes, or an Event of

Default under the Indenture occurred due to CA’s cessation of paying Additional Interest prior to November 30, 2007;

     WHEREAS, CA, BNY and the Majority Holders have entered into a Settlement Agreement, dated as of December 21, 2007 (“Settlement Agreement”), in which CA has agreed to furnish valuable consideration to BNY, on behalf of all Holders of the Notes, in exchange for dismissing this action and taking further steps as required;

     WHEREAS, BNY has provided notice of the Settlement Agreement and this Stipulation to all Holders of the Notes; and

     WHEREAS, the Settlement Agreement will become effective upon the Court’s signature below;

     IT IS HEREBY STIPULATED AND AGREED, by and between the parties hereto, through their undersigned counsel, pursuant to N.Y.C.P.L.R. 3217(a), that the above-captioned proceeding is hereby dismissed with prejudice pursuant to the Settlement Agreement and that the parties shall bear their own costs and attorneys’ fees in accordance with the Settlement Agreement.

     IT IS FURTHER STIPULATED AND AGREED that BNY, acting on behalf of all Holders of the Notes, and as duly authorized by the Majority Holders, hereby releases CA from all claims or causes arising from or related to the allegations set forth in the Complaint in this matter, as set forth in and subject to the terms and conditions of the Settlement Agreement.

     IT IS FURTHER STIPULATED AND AGREED that, notwithstanding this action’s dismissal with prejudice, the Court shall retain personal jurisdiction over the parties and subject matter jurisdiction over the Settlement Agreement, a portion of the consideration for which is this Stipulation of Dismissal With Prejudice.

-2-

     Dated: New York, New York

     December 21, 2007

/s/ Robert J. Giuffra, Jr.
Robert J. Giuffra, Jr.	Carolyn Traister Schiff
SULLIVAN & CROMWEL LLP	MCDERMOTT WILL & EMERY LLP
125 Broad Street	340 Madison Avenue
New York, New York 10004	New York, New York 10173
(212) 558-4000	(212) 547-5400
Attorneys for Defendant	Attorneys for Plaintiff

     Upon review of the foregoing Stipulation of Dismissal with Prejudice, the contents therein and the signatures of all counsel of record thereon, it is SO ORDERED under N.Y.C.P.L.R. 3217(b) that this case is hereby DISMISSED WITH PREJUDICE and that this Court shall retain jurisdiction for the purpose of enforcing the settlement agreement in this matter, which is incorporated herein by reference.

/s/ Hon. Charles E. Ramos	Date:	1/3/08
Hon. Charles E. Ramos

-3-

     Dated: New York, New York

     December 21, 2007

	/s/ Carolyn Traister Schiff
Robert J. Giuffra, Jr.	Carolyn Traister Schiff
SULLIVAN & CROMWELL LLP	MCDERMOTT WILL & EMERY LLP
125 Broad Street	340 Madison Avenue
New York, New York 10004	New York, New York 10173
(212) 558-4000	(212) 547-5400
Attorneys for Defendant	Attorneys for Plaintiff

     Upon review of the foregoing Stipulation of Dismissal with Prejudice, the contents therein and the signatures of all counsel of record thereon, it is SO ORDERED under N.Y.C.P.L.R. 3217(b) that this case is hereby DISMISSED WITH PREJUDICE and that this Court shall retain jurisdiction for the purpose of enforcing the settlement agreement in this matter, which is incorporated herein by reference.

	Date:
Hon. Charles E. Ramos

-4-

EX-99.2

Exhibit 99.2

SETTLEMENT AGREEMENT

     This agreement is made as of December 21, 2007, by and between CA, Inc., f/k/a Computer Associates International, Inc. (“CA”) on the one hand, and The Bank of New York (“BNY”), solely in its capacity as Indenture Trustee on behalf of all Holders of 5.625% Senior Notes Due 2014 of CA, Inc. (the “Notes”), Linden Capital L.P. (together with Linden Advisors LP, “Linden”); and Swiss Re Financial Products Corporation (“SRFP”) on the other hand (the “Agreement”).

     WHEREAS, CA issued $500 million in principal amount of 5.625% Senior Notes Due 2014 of CA, Inc. on November 18, 2004, pursuant to an Indenture agreement between CA and BNY (the “Indenture”), attached hereto as Exhibit A;

     WHEREAS, CA and the initial purchasers of the Notes entered into a second agreement, dated November 18, 2004 (the “Registration Rights Agreement”), attached hereto as Exhibit B;

     WHEREAS, CA ceased paying “Additional Interest,” as that term is defined in the Registration Rights Agreement, on the Notes beginning November 18, 2006;

     WHEREAS, Linden and SRFP, which together held more than 25% in principal amount of the Notes on March 16, 2007, served a document entitled “Demand to Accelerate Notes” on March 16, 2007 seeking to accelerate the Notes as a result of CA’s cessation of Additional Interest payments;

     WHEREAS, BNY filed a complaint dated May 23, 2007, captioned The Bank of New York v. CA, Inc., Index No. 07/601738, in New York Supreme Court (the “Litigation”), seeking to enforce the Demand to Accelerate Notes;

     WHEREAS, Linden and SRFP, as holders of a majority of the Notes, have directed BNY’s actions in the Litigation pursuant to Section 6.5 of the Indenture, as set forth in the instruction to BNY dated as of April 27, 2007 (the “Instruction”), and acknowledge that they direct BNY to execute this Agreement pursuant to the Instruction;

     WHEREAS, CA denies that it has breached any obligation to holders of the Notes, and CA denies that the Demand to Accelerate Notes has any legal effect;

     WHEREAS, BNY, Linden and SRFP, for purposes of this Agreement, stipulate and agree that there have been no Registration Defaults under the Registration Rights Agreement described below and no Events of Default related thereto under the Indenture and therefore the Demand to Accelerate Notes has no legal effect;

     WHEREAS, CA and BNY have independently determined that it is in the interest of both CA and all holders of the Notes to resolve the Litigation and to release CA from all claims relating to its failure to pay Additional Interest between November 18, 2006 and November 30, 2007;

     WHEREAS, Linden and SRFP approve and ratify BNY’s decision to resolve the Litigation in accordance with this Agreement; and

     WHEREAS, the parties hereto are simultaneously executing an amendment to the Registration Rights Agreement pursuant to Section 9(a) of the Registration Rights Agreement and an amendment to the Indenture pursuant to Section 9.2 of the Indenture;

     In consideration of the mutual agreements stated herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, CA, BNY, Linden, and SRFP agree as follows:

     1. Representations and Warranties

     (a) By CA. CA represents and warrants that the person signing this Agreement on behalf of CA has full authority to execute such Agreement on behalf of CA;

     (b) By BNY. BNY represents and warrants that the person signing this Agreement on behalf of BNY has full authority to execute such Agreement on behalf of BNY and all holders of the Notes;

     (c) By Linden. Linden represents and warrants that: (i) the person signing this Agreement on behalf of Linden has full authority to execute such Agreement on behalf of Linden, (ii) that Linden beneficially owns $121,000,000 in principal amount of the Notes as of the date of this Agreement, and (iii) that Linden has full authority to provide consent or otherwise vote on behalf of all such Notes beneficially owned by Linden; and

     (d) By SRFP. SRFP represents and warrants that: (i) the person signing this Agreement on behalf of SRFP has full authority to execute such Agreement on behalf of SRFP, (ii) that SRFP beneficially owns $149,000,000 in principal amount of the Notes as of the date of this Agreement, and (iii) that SRFP has full authority to provide consent or otherwise vote on behalf of all such Notes beneficially owned by SRFP.

     2. Dismissal of the Litigation with Prejudice — Simultaneously with the signing of this Agreement, BNY and CA will enter into a Stipulation of Dismissal with Prejudice (“the Stipulation”) in the form annexed hereto as Exhibit C, providing for the dismissal of the Litigation. CA will file this Stipulation with the Court within seven business days after the execution of this Agreement.

     3. Notice of Settlement to Note Holders — BNY will provide notice of this Agreement and the Stipulation to all holders of the Notes within five business days after the execution of this Agreement.

     4. Attorneys’ Fees and Costs — CA, Linden, and SRFP agree that each party shall bear its own attorneys’ fees and costs related in any way to the Litigation. CA further agrees that it shall pay BNY’s actual and documented attorneys’ fees and costs incurred in connection with

2

the Litigation, up to a maximum of $90,000, and BNY agrees that this payment (not to exceed $90,000) shall fully satisfy CA’s obligations under Section 7.7 of the Indenture in connection with the Litigation. CA shall pay such fees and costs to BNY, not to exceed $90,000, on the date hereof.

     5. Amendment of Registration Rights Agreement — Section 9(a) of the Registration Rights Agreement provides that the Registration Rights Agreement may be amended with respect to the Notes by CA and Holders (as defined in the Registration Rights Agreement) of a majority in principal amount of the Notes, with notice to BNY. CA, on the one hand, and Linden and SRFP, as Holders (as defined in the Registration Rights Agreement) of a majority in principal amount of the Notes, on the other hand, hereby agree to execute, on the date hereof, an Addendum to the Registration Rights Agreement as to the Notes (this Agreement constituting notice to BNY of such Addendum), which Addendum shall amend the Registration Rights Agreement by adding a new Section 10 to the Registration Rights Agreement substantially as follows:

     10. Amendment of Registration Rights Agreement as to the 5.625% Senior Notes due 2014 (the “2014 Notes”).

     (a) As of November 30, 2007, CA is released from any and all future obligations under this Registration Rights Agreement whatsoever with respect to the 2014 Notes, including, but not limited to, CA’s obligations under Section 1 hereof to exchange the 2014 Notes for registered securities, CA’s obligations under Section 2 hereof to register the 2014 Notes, and any obligation under Section 6 for CA to pay Additional Interest on the 2014 Notes on the terms set forth in such Section 6.

     (b) All defaults or breaches of the Registration Rights Agreement by CA in existence prior to or as of November 30, 2007 with respect to (a) any Registration Defaults as to the 2014 Notes or (b) any failures to pay Additional Interest on the 2014 Notes at any time, are waived as of November 30, 2007 by a majority of the Holders of the 2014 Notes as of November 30, 2007.

     (c) To the extent any provision of the Registration Rights Agreement conflicts with this Section 10, the provisions in this Section 10 control.

     6. Supplemental Indenture — Section 9.2 of the Indenture provides that the Indenture may be amended with respect to the Notes by CA and BNY with the written consent of Holders of at least a majority in principal amount of the Notes. CA and BNY, with the consent of Linden and SRFP, as Holders of a majority in principal amount of the Notes, each agrees that it will, on the date hereof, execute and deliver a supplemental Indenture with respect to the Notes (the “Supplemental Indenture”), which Supplemental Indenture shall substantially (a) state that CA agrees to pay “supplemental interest” on the 5.625% Senior Notes due 2014 over and above the 5.625% interest rate set forth in the title of such notes at a rate of 0.50% per annum, thereby bringing the total interest rate on such notes to 6.125% per annum, from and including December 1, 2007 so long as such 2014 Notes are outstanding, such supplemental interest to be paid in accordance with the terms of the Indenture; and (b) delete all references to the 5.625% Senior Notes due 2014 and in lieu thereof, insert “6.125% Senior Notes due 2014”.

3

     7. Events of Default — CA, BNY, Linden and SRFP stipulate and agree, for purposes of this Agreement and any officer’s certifications or opinions of counsel issued in connection with the Supplemental Indenture, that there have been no Registration Defaults under the Registration Rights Agreement and no Events of Default related thereto under the Indenture, and that any notices alleging any such defaults are of no legal effect.

     8. Demand to Accelerate Notes — CA, BNY, Linden and SRFP stipulate and agree, for purposes of this Agreement and any officer’s certifications or opinions of counsel issued in connection with the Supplemental Indenture, the March 16, 2007 Demand to Accelerate Notes, and all consequences of such Demand to Accelerate Notes, are of no legal effect.

     9. Covenant Not to Sue — Linden and SRFP severally agree that, with respect to the Notes and CA’s 4.750% Senior Notes Due 2009 (the “4.750% Senior Notes”), neither shall, directly or indirectly, sue CA, sign or join any Notice of Default or Demand to Accelerate Notes, or solicit, direct, encourage, advise, or suggest that others (including, but not limited to, BNY) sue CA or provide any notice of default or acceleration, due to any alleged underpayment of Additional Interest or Registration Defaults (as those terms are defined in the Registration Rights Agreement). Nothing set forth herein shall affect the rights of any holder of the 4.750% Senior Notes other than Linden and SRFP.

     10. Releases —

     (a) By CA. Upon the approval of the Stipulation by the Supreme Court of New York, CA, on its own behalf and on behalf of any and all corporations, partnerships, and/or entities owned, operated, or managed by CA, and any and all affiliates of any such entities, including without limitation present and former subsidiaries, present and former controlled companies (collectively, the “CA Releasors”), release, remise, and forever discharge BNY, Linden, SRFP, and all of their present and former parents, affiliates, subsidiaries, officers, directors, employees, representatives and agents, and the successors, assigns, heirs, and legal representatives of any of them (collectively, the “CA Releasees”), from all manner of actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, guarantees, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever, of whatever kind or nature, whether known or unknown, or suspected or unsuspected, direct or by assignment, in law or in equity (collectively “Claims”) in existence before or as of November 30, 2007, arising out of, based on or related to the Litigation, but excluding any obligations of the CA Releasees expressly stated in this Agreement.

     (b) By BNY. Upon the approval of the Stipulation by the Supreme Court of New York, BNY, on its own behalf and on behalf of all holders of the Notes (collectively, the “BNY Releasors”), release, remise, and forever discharge CA and all of its present and former parents, affiliates, subsidiaries, officers, directors, employees, representatives and agents, and the successors, assigns, heirs and legal representatives of any of them, partnerships, and/or corporate entities partially or wholly owned, operated, or managed by them (collectively, the “BNY Releasees”), from all manner of Claims in existence

4

before or as of November 30, 2007, arising out of, based on or related to the Litigation, but excluding any obligations of the BNY Releasees expressly stated in this Agreement.

     (c) By Linden. Upon the approval of the Stipulation by the Supreme Court of New York, Linden, on its own behalf and on behalf of any and all corporations, partnerships, and/or entities owned, operated, or managed by Linden and any and all affiliates of any such entities, including without limitation present and former subsidiaries, present and former controlled companies (collectively, the “Linden Releasors”), release, remise, and forever discharge CA and all of its present and former parents, affiliates, subsidiaries, officers, directors, employees, representatives and agents, and the successors, assigns, heirs and legal representatives of any of them, partnerships, and/or corporate entities partially or wholly owned, operated, or managed by them (collectively, the “Linden Releasees”), from all manner of Claims in existence before or as of November 30, 2007, arising out of, based on or related to the Litigation, but excluding any obligations of the Linden Releasees expressly stated in this Agreement.

     (d) By SRFP. Upon the approval of the Stipulation by the Supreme Court of New York, SRFP, on its own behalf and on behalf of any and all corporations, partnerships, and/or entities owned, operated, or managed by SRFP and any and all affiliates of any such entities, including without limitation present and former subsidiaries, present and former controlled companies (collectively, the “SRFP Releasors”), release, remise, and forever discharge CA and all of its present and former parents, affiliates, subsidiaries, officers, directors, employees, representatives and agents, and the successors, assigns, heirs and legal representatives of any of them, partnerships, and/or corporate entities partially or wholly owned, operated, or managed by them (collectively, the “SRFP Releasees”), from all manner of Claims in existence before or as of November 30, 2007, arising out of, based on or related to the Litigation, but excluding any obligations of the SRFP Releasees expressly stated in this Agreement.

     11. Miscellaneous —

     (a) Binding Effect. This Agreement shall inure to the benefit of, and shall be binding upon, BNY, CA, Linden, and SRFP; the successors, assigns, heirs and legal representatives of BNY, CA, Linden, and SRFP; and all present and future holders of the Notes.

     (b) Entire Understanding. This Agreement, the Supplemental Indenture, and the Addendum to the Registration Rights Agreement constitute the entire agreement among BNY, CA, Linden, and SRFP relating to the settlement of the Litigation, and represent the final and complete expression of their intent. No prior or contemporaneous negotiations, promises, agreements, covenants, or representations of any kind or nature (whether made orally or in writing) relating to the subject matter hereof or thereof, which are not expressly contained herein or therein have been made by or are being relied upon by the parties or any of them. In the event of any subsequent litigation, controversy, or dispute concerning the terms and provisions of this Agreement, the Supplemental Indenture or the Registration Rights Agreement (as amended), no party shall or will be permitted to offer or introduce oral or extrinsic evidence concerning alleged terms or

5

conditions hereof that are not expressly included or referred to in this Agreement, the Supplemental Indenture or the Registration Rights Agreement (as amended), as applicable.

     (c) No Modification. This Agreement only can be changed, modified or discharged if consented to in a writing executed by the parties hereto, except that the Registration Rights Agreement may be amended in accordance with Section 9(a) of the Registration Rights Agreement, and except that the Indenture may be amended in accordance with Article IX of the Indenture.

     (d) Severability. If any provision of this Agreement is found to be invalid or unenforceable as to any person or circumstance, such finding shall not render the agreement unenforceable or invalid. Rather, to the maximum extent feasible and legally permissible, any such offending provision shall be modified and deemed to be automatically, or (upon application by any party) ordered by a court, modified to be within the limits of enforceability or validity.

     (e) Governing Law. This Agreement is made and shall be governed by New York law (irrespective of conflicts of law principles); and all matters relating to it shall be construed under and in accordance with the substantive laws of the State of New York (without regard to conflicts of law principles). Justice Ramos of the Commercial Division of the Supreme Court of New York (or any other Justice of that Court, should Justice Ramos be unavailable) shall retain jurisdiction to hear any dispute arising out of or related to this Agreement. Any actions or proceedings in any way, manner or respect arising out of or related to this Agreement shall be commenced only in courts of the New York Supreme Court having their situs within the City of New York, County of New York, State of New York, which proceedings shall be heard before Justice Ramos of the Commercial Division if Justice Ramos is available. Each of the parties hereby consents and submits to the jurisdiction of the New York Supreme Court; and each of them hereby waives any right it, she or he may have to transfer or change the venue of any litigation arising out of this Agreement.

     (f) Execution in Counterparts/Fax or PDF Signatures. This Agreement may be executed in any number of separate counterparts, each of which shall, collectively and separately, constitute one agreement. A signature transmitted by fax or electronically as a PDF attachment to an email will suffice and be binding, and shall have the same effect as a signature in pen on an original of this Agreement

     (g) Headings. The paragraph headings and subheadings used in this Agreement are for convenience only, and shall not affect the interpretation of any provision of this Agreement.

     (h) No Contra Proferentem. No term in the Agreement shall be construed against any party to this Agreement because that party drafted that term or requested that it be included in the Agreement.

6

     (i) Effectiveness. This Agreement shall become effective upon the execution of this Agreement by all parties and approval of the Stipulation by Justice Ramos of the Commercial Division of the New York Supreme Court.

[signature page follows]

     The undersigned, by their signatures hereto, assent and confirm their agreement to the terms hereof as of the date stated above.

CA, INC.
By:	/s/ Nancy E. Cooper
	Nancy Cooper
	Chief Financial Officer, CA, Inc.
THE BANK OF NEW YORK, solely as indenture trustee for and on behalf of all holders of the CA 5.625% Senior Notes Due 2014
By:	/s/ Martin Feig
	Martin Feig
	Vice President
LINDEN CAPITAL, L.P.
By:	/s/ Craig Jarvis
	Craig Jarvis
	Authorized Signatory
SWISS RE FINANCIAL PRODUCTS CORPORATION
By:	/s/ Frank Ronan
	Frank Ronan
	Managing Director

7

EX-99.3

Exhibit 99.3

$1,000,000,000

CA, INC.
(Formerly Computer Associates International, Inc.)

$500,000,000 4.750% Senior Notes Due 2009
$500,000,000 5.625% Senior Notes Due 2014

ADDENDUM TO REGISTRATION RIGHTS AGREEMENT

as of November 30, 2007

     CA, Inc. (the “Company”) on the one hand, and Holders of a majority in principal amount of the 5.625% Senior Notes due 2014 as of November 30, 2007 on the other hand, hereby amend the Registration Rights Agreement between the Company and Banc of America Securities LLC, Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Barclays Capital Inc., BNP Paribas Securities Corp., KeyBanc Capital Markets, Mitsubishi Securities International plc, Wachovia Capital Markets, LLC, ABN AMRO Incorporated and Scotia Capital (USA) Inc. dated as of November 18, 2004 (the “Registration Rights Agreement”), by adding a new Section 10 to the Registration Rights Agreement as follows:

     10. Amendment of Registration Rights Agreement as to the 5.625% Senior Notes due 2014. The following provisions shall apply only to the 5.625% Senior Notes due 2014 (the “2014 Notes”), and shall have no effect on the rights of Holders of the 4.750% Senior Notes due 2009 under this Registration Rights Agreement:

     (a) As of November 30, 2007, CA is released from any and all future obligations under this Registration Rights Agreement whatsoever with respect to the 2014 Notes, including, but not limited to, CA’s obligations under Section 1 hereof to exchange the 2014 Notes for registered securities, CA’s obligations under Section 2 hereof to register the 2014 Notes, and any obligation under Section 6 for CA to pay Additional Interest on the 2014 Notes on the terms set forth in such Section 6.

     (b) All defaults or breaches of the Registration Rights Agreement by CA in existence prior to or as of November 30, 2007 with respect to (a) any Registration Defaults as to the 2014 Notes or (b) any failures to pay Additional Interest on the 2014 Notes at any time, are waived as of November 30, 2007 by a majority of the Holders of the 2014 Notes as of November 30, 2007.

     (c) To the extent any provision of the Registration Rights Agreement conflicts with this Section 10, the provisions in this Section 10 control.

     The undersigned, by their signatures hereto, assent and confirm their agreement to the terms hereof as of November 30, 2007.

CA, Inc.
By:	/s/ Nancy E. Cooper
	Nancy Cooper
	Chief Financial Officer, CA, Inc.
LINDEN CAPITAL, L.P.
By:	/s/ Craig Jarvis
	Craig Jarvis
	Authorized Signatory
SWISS RE FINANCIAL PRODUCTS CORPORATION
By:	/s/ Frank Ronan
	Frank Ronan
	Managing Director