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: February 26, 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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 26, 2008, the Board of Directors of CA, Inc. elected Michael J. Christenson as President of CA, Inc., succeeding John A. Swainson in that position. Mr. Swainson remains Chief Executive Officer of CA, Inc. and Mr. Christenson remains Chief Operating Officer of CA, Inc. In his new capacity, Mr. Christenson will continue to report to Mr. Swainson. The term of their offices will expire at the first meeting of the CA, Inc. Board of Directors following the 2008 Annual Meeting of Stockholders, subject to any earlier resignation or removal.

Mr. Christenson, age 49, was Executive Vice President and Chief Operating Officer of CA, Inc. from April 2006 to February 26, 2008. From February 2005 to April 2006, he served as Executive Vice President of Strategy and Business Development of CA, Inc. Mr. Christenson retired in 2004 from Citigroup Global Markets, Inc. after a 23-year career as an investment banker, where he was responsible for that company’s Global Private Equity Investment Banking, North American Regional Investment Banking, and Latin American Investment Banking. In addition, he was a member of the Operating Committee of the Global Investment Banking Division and the Investment Committee of SSB Capital Partners. Prior to these roles, he served as head of Citigroup’s Global Technology Investment Banking and Global Media Investment Banking.

A copy of the press release issued by CA, Inc. regarding the above-mentioned actions is attached hereto as Exhibit 99.1

Item 9.01 Financial Statements and Exhibits

     (d) Exhibits

Exhibit No.	Description
99.1	Press Release dated March 3, 2008
99.2	Amendment dated February 29, 2008 to Employment Agreement dated November 22, 2004, as amended, between CA, Inc. and John A. Swainson.
99.3	Amendment dated February 29, 2008 to Employment Agreement dated as of May 31, 2007, between CA, Inc. and Michael Christenson.

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: March 3, 2008	By:	/s/ Kenneth V. Handal
		Kenneth V. Handal,
		Executive Vice President, Global Risk and Compliance, and Corporate Secretary

EX-99.1

[Exhibit 99.1]

Contacts:	Dan Kaferle	Carol Lu
	Public Relations	Investor Relations
	(631) 342-2111	(212) 415-6920
	daniel.kaferle@ca.com	carol.lu@ca.com

CA NAMES MICHAEL J. CHRISTENSON PRESIDENT

ISLANDIA, N.Y., March 3, 2008 — CA, Inc. (NYSE:CA) today announced that Michael J. Christenson, 49, has been named CA’s president. He continues as the Company’s chief operating officer and continues to report to CA Chief Executive Officer John Swainson.

“Since being named as chief operating officer nearly two years ago, Mike has overhauled CA’s sales operations and established a more dynamic and efficient organization, focusing on establishing strong partnerships with our current and new customers to drive revenue growth,” said Swainson. “In addition, Mike has led CA’s efforts to significantly improve its technical support, services, strategic alliances and training capabilities.”

As president and chief operating officer, Christenson oversees CA’s direct and indirect sales, CA Services, technical support, business development and strategic alliances.

Christenson joined CA in February 2005 as executive vice president for Strategy and Business Development. In that role, he led CA’s acquisition program and its integration team in the successful acquisition and integration of 15 companies with a total investment of $1.8 billion. These acquisitions, which included such companies as Concord Communications, Niku, and Wily Technology, significantly strengthened CA’s solution portfolio and made CA a stronger technology partner for its customers. He was named CA’s COO in April 2006.

Following a 23-year career as an investment banker, Christenson retired from Citigroup Global Markets, Inc. in 2004. Christenson earned a Bachelor of Arts degree in chemistry from Rutgers University and a Master of Business Administration degree in finance from The New York University Graduate School of Business.

About CA

CA (NYSE: CA), one of the world’s largest independent software companies, provides software solutions to unify and simplify™ IT management. With CA’s Enterprise IT Management (EITM) vision and expertise, organizations can more effectively govern, manage and secure IT to optimize business performance and sustain competitive advantage. Founded in 1976, CA serves customers in virtually every country in the world. For more information, please visit www.ca.com.

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Copyright ^© 2008 CA. All Rights Reserved. One CA Plaza, Islandia, N.Y. 11749. All trademarks, trade names, service marks, and logos referenced herein belong to their respective companies.

EX-99.2

[EXHIBIT 99.2]

February 29, 2008

John A. Swainson
     [Address],
          [Address]

Re: Amendment to Employment Agreement

Dear John:

          This agreement (referred to herein as “Amendment”) amends your Employment Agreement dated November 22, 2004, as previously amended on August 24, 2005 (as amended, the “Employment Agreement”) with CA, Inc., a Delaware corporation (the “Company”). In accordance with the provisions of Section 13(g) “Amendments and Waivers” of the Employment Agreement, this Amendment amends your Employment Agreement as follows:

1. Your Position

          You agree that Section 1(a) “Position” of the Employment Agreement is hereby amended such that, effective on the date hereof, you will cease to be President of the Company and will continue to serve the Company only in the position of Chief Executive Officer of the Company. You will remain a member of the Board.

2. Good Reason

          You agree that your relinquishing the title of President and any reduction in your authority, responsibilities and reporting relationships occurring now or in the future by reason of this change in your title and position shall not constitute “Good Reason” under Section 5(c)(1) “Termination by You for Good Reason” of the Employment Agreement, so long as you remain the Chief Executive Officer of the Company.

3. Effects on Other Agreements; Entire Agreement

          You agree that from and after the date hereof, Section 10 of the Employment Agreement “Effects on Other Agreements; Entire Agreement” will be deemed to refer to the Employment Agreement and this Amendment.

4. Employment Agreement Governs

          You agree that this Amendment will be governed by and subject to all the terms set forth in the Employment Agreement as if it were part of the Agreement. Capitalized terms used herein but not defined shall have the meaning ascribed to them in the Employment Agreement. Except as modified herein, all of the terms of your Employment Agreement remain in full force and effect.

2

          This Amendment may be executed in counterparts, each of which will constitute an original and all of which, when taken together, will constitute one amendment. However, this Amendment will not be effective until the date both parties have executed it.

	Very truly yours,
	CA, Inc.
	By:	/s/Andrew Goodman
	Title:	Executive Vice President,
		Worldwide Human Resources
Accepted and agreed to:
/s/ John A. Swainson
John A. Swainson
February 29, 2008

3

EX-99.3

[EXHIBIT 99.3]

Amendment to Employment Agreement

     THIS AMENDMENT dated February 29, 2008 to the Employment Agreement entered into by and between CA, Inc. (the “Company”) and Michael Christenson (the “Employee”) as of May 31, 2007, setting forth the terms and conditions under which Employee served the Company as Executive Vice President and Chief Operating Officer.

W I T N E S S E T H

     WHEREAS, the Company has promoted the Employee to the position of President and the Company and Employee desire to amend the Employment Agreement to reflect such appointment,

     WHEREAS, the Employment Agreement provides in Section 7(d) that any amendment must be in writing executed by the parties,

     WHEREAS, the Company and Employee hereby agree that except as otherwise explicitly amended herein, all other terms and conditions of the Employment Agreement shall remain in full force and effect.

     NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements contained in the Employment Agreement, as amended, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

     1. The first paragraph of Section 1 of the Employment Agreement shall be deleted in its entirety and replaced with the following:

          1. Employment, Duties, Authority and Work Standard. The Company hereby agrees to employ Employee as President, and Chief Operating Officer of the Company, and Employee hereby accepts such position and agrees to serve the Company and its affiliates from time to time (the “Group”) in such capacity during the Employment Period (as defined in the Employment Agreement). The Employee shall report directly to the Company’s Chief Executive Officer. The Employee’s duties, responsibilities and authorities shall include but not be limited to those he has on the date hereof and any other duties, responsibilities and authorities consistent with his job title as specified by the Chief Executive Officer from time to time. The Employee will (a) serve the Company (and such of its subsidiary companies as the Company may designate) faithfully, diligently and to the best of the Employee’s ability under the direction of the Chief Executive Officer, (b) devote his full working time and best efforts, attention and energy to the performance of his duties to the Company and (c) not do anything inconsistent with his duties to the Company

[EXHIBIT 99.3]

     2. For the avoidance of doubt, the Employee agrees that the change in position set forth in this amendment to the Employment Agreement does not constitute a “Good Reason” event as set forth in Appendix A to the Employment Agreement.

     3. This Amendment and the Employment Agreement, and the Appendix thereto, contains the entire agreement between the parties hereto and there are no agreements, warranties or representations which are not set forth therein or herein. Except as modified herein, the Employment Agreement remains in full force and effect.

     4. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to conflict of laws principles.

     5. This Amendment may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by them or their duly authorized representatives as of the date first written above.

CA, INC.		EMPLOYEE
By:	/s/ John A. Swainson	/s/ Michael J. Christenson
		Michael Christenson
Name:	John A. Swainson
		Date: February 29, 2008
Title:	Chief Executive Officer
Date:	February 29, 2008