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: November 19, 2009
(Date of earliest event reported)

CA, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State of other jurisdiction of incorporation)

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

(800) 225-5224

(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 8.01. Other Events

On November 19, 2009, CA, Inc. (the “Company”) entered into the First Supplemental Indenture dated as of November 19, 2009 (the “Supplemental Indenture”) to the Indenture dated as of December 11, 2002 (the “Indenture”) with U.S. Bank National Association (as successor to State Street Bank and Trust Company), as trustee (the “Trustee”), pursuant to which the Company issued its 1 5/8% Convertible Senior Notes due 2009 (the “Notes”), $460 million of which are outstanding and mature on December 15, 2009. The Company entered into the Supplemental Indenture to clarify that any Notes surrendered by the holder thereof for conversion after the close of business on December 1, 2009, which is the regular record date for the final payment of interest on the Notes at their maturity, are not required to be accompanied by payment of an amount equal to the interest otherwise payable on the date of maturity, with the intended effect that any such holder will receive accrued and unpaid interest on such Notes to but excluding such maturity date. A copy of the Supplemental Indenture is attached to this Current Report on Form 8-K as Exhibit 4.8 hereto and is incorporated herein by reference.

In addition, pursuant to the Indenture, if a holder elects to convert all or any portion of a Note into shares of the Company’s common stock and the Company receives such holder’s notice of conversion after the “Final Notice Date,” which is November 25, 2009, the Company may choose to satisfy all or any portion of its conversion obligation in cash. As provided in the Indenture, upon such election, the Company will have notified the holders of the notes through the Trustee of the dollar amount to be satisfied in cash (which must be expressed either as 100% or as a fixed dollar amount) at any time on or before the Final Notice Date. On November 19, 2009, the Company notified the Trustee that it has chosen to satisfy 100% of its conversion obligation with respect to any such holder’s notice of conversion in cash.

Item 9.01 Financial Statements and Exhibits

     (d) Exhibits

Exhibit No.		Description
	4.8	First Supplemental Indenture dated as of November 19, 2009 to the Indenture dated as of December 11, 2002 between CA, Inc. (formerly known as Computer Associates International, Inc.) and U.S. Bank National Association (as successor to State Street Bank and Trust Company), as trustee.

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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: November 20, 2009	By:	/s/  C.H.R. DuPree
		C.H.R. DuPree
		Senior Vice President, Corporate Governance and Corporate Secretary

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EX-4.8

Exhibit 4.8

CA, INC.
(formerly known as Computer Associates International, Inc.)

as Issuer

AND

U.S. BANK NATIONAL ASSOCIATION
(as successor to State Street Bank and Trust Company)

as Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of November 19, 2009

to Indenture

Dated as of December 11, 2002

1 5/8% Convertible Senior Notes due 2009

     FIRST SUPPLEMENTAL INDENTURE, dated as of November 19, 2009, between CA, INC. (formerly known as Computer Associates International, Inc.), a corporation duly organized and existing under the laws of the State of Delaware, as Issuer (herein called the “Company”), having its principal office at One CA Plaza, Islandia, New York 11749, and U.S. BANK NATIONAL ASSOCIATION (as successor to State Street Bank and Trust Company), a national banking association having a corporate trust office at One Federal Street, 3^rd Floor, Boston, Massachusetts 02110, as trustee under the Indenture referred to below (herein called the “Trustee”).

RECITALS OF THE COMPANY

     The Company has heretofore executed and delivered an Indenture, dated as of December 11, 2002 (the “Indenture”), to the Trustee providing for the issuance of an aggregate principal amount of $460,000,000 of its 1 5/8% Convertible Senior Notes due 2009 (the “Securities”).

     The Company has authorized the Indenture to be amended for the purpose of clarifying that any of the Securities surrendered by the Holder thereof for conversion under the Indenture after the close of business on December 1, 2009 are not required to be accompanied by payment of an amount equal to the interest otherwise payable on the date on which the principal of the Securities becomes due and payable as therein provided.

     The Company desires to amend the Indenture for the purpose set forth above in accordance with Section 9.01(viii) of the Indenture, which provides that the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to the Indenture, in form satisfactory to the Trustee, for any purpose that does not adversely affect in any material respect the rights of any Holder, and pursuant to Section 9.03 of the Indenture, the Trustee is authorized to execute and deliver any such indentures supplemental, including this First Supplemental Indenture.

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

ARTICLE 1

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     SECTION 1.01.   Definitions. For all purposes of this First Supplemental Indenture, except as otherwise expressly provided for or unless the context otherwise requires, capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Indenture.

     SECTION 1.02.   Rules of Construction. Unless the context otherwise requires:

     (a) the recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness;

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     (b) the Article and Section headings herein are for convenience only and shall not affect the construction hereof;

     (c) the words “herein” and “hereunder” and other words of similar import refer to this First Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision;

     (d) “or” is not exclusive; and

     (e) the singular includes the plural and vice versa.

ARTICLE 2

AMENDMENT TO INDENTURE

     SECTION 2.01.   Amendment to Section 13.02. Section 13.02 of the Indenture is hereby amended by deleting the penultimate paragraph thereof and inserting the following in lieu thereof:

     “All Securities or portions thereof surrendered for conversion during the period from the close of business on the Regular Record Date for any Interest Payment Date to the close of business on the Business Day next preceding the following Interest Payment Date shall be accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest otherwise payable on such Interest Payment Date on the Principal Amount being converted; provided, however, that no such payment need be made with respect to any of the Securities converted after the close of business on December 1, 2009 or if there shall exist at the time of conversion a default in the payment of interest on the Securities. Except as provided above in this Section 13.02, no payment or other adjustment shall be made for interest accrued on any Securities converted or for dividends on any shares issued upon the conversion of such Securities as provided in this Article.”

     SECTION 2.02.   Form of Securities. If the Company shall so determine, new Securities so modified as to conform, in the opinion of the Trustee and the Company, to this First Supplemental Indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities.

ARTICLE 3

MISCELLANEOUS

     SECTION 3.01.   Successors and Assigns. All covenants and agreements in this First Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

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     SECTION 3.02.   Separability Clause. In case any provision in this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

     SECTION 3.03.   Benefits of First Supplemental Indenture. Nothing in this First Supplemental Indenture, express or implied, shall give to any Person, other than the Company and the Trustee and their respective successors hereunder and the Holders of Securities, any benefit or any legal or equitable right, remedy or claim under this First Supplemental Indenture.

     SECTION 3.04.   Governing Law. This First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

     SECTION 3.05.   Counterparts. This First Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

     SECTION 3.06.   Ratification of Indenture. The Indenture, as amended 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.

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     IN WITNESS WHEREOF, the Company and the Trustee have caused this First Supplemental Indenture to be duly executed as of the date first written above.

CA, INC., as Issuer
By:	/s/ James Hodge
	Name:	James Hodge
	Title:	Treasurer

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:	/s/ Earl W. Dennison Jr.
	Name:	Earl W. Dennison Jr.
	Title:	Vice President

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