OFFER TO PURCHASE FOR CASH
by
CA, INC.
of
Up to 40,816,327 Shares of its Common Stock (including the Associated Rights to Purchase Series One Junior Participating Preferred Stock, Class A)
At a Per Share Purchase Price Not Less Than $22.50 nor
Greater Than $24.50

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 PM, NEW YORK CITY TIME, ON THURSDAY, SEPTEMBER 14, 2006, UNLESS THE OFFER IS EXTENDED.

Enclosed for your consideration are the Offer to Purchase, dated August 16, 2006 (the "Offer to Purchase"), and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"), in connection with the offer by CA, Inc., a Delaware corporation ("the Company"), to purchase up to 40,816,327 shares of its common stock, par value $.10 per share ("Common Stock"), including the associated rights to purchase Series One Junior Participating Preferred Stock, Class A, under our Rights Agreement, dated June 18, 1991, as amended May 17, 1995, May 23, 2001 and November 9, 2001, at a price not less than $22.50 nor greater than $24.50 per share, net to the seller in cash, without interest. The offer is subject to the terms and conditions set forth in the Offer to Purchase and the related Letter of Transmittal. Unless the context requires otherwise, all references herein to "shares" refer to shares of Common Stock.

On the terms and subject to the conditions of the Offer, the Company will select the lowest Purchase Price (as defined in the Offer to Purchase) that will allow it to purchase 40,816,327 shares, or, if a lesser number of shares are validly tendered, all shares that are validly tendered and not validly withdrawn. All shares acquired in the Offer will be acquired at the same Purchase Price regardless of whether a stockholder tenders any shares at a lower price.

Only shares validly tendered at prices at or below the Purchase Price, and not validly withdrawn, will be purchased. However, because of the "odd lot" priority, proration and conditional tender offer provisions described in the Offer to Purchase, all of the shares tendered may not be purchased if more than the number of shares sought by the Company are validly tendered. Shares not purchased in the Offer will be returned at the expense of the Company promptly following the expiration of the Offer.

Subject to certain limitations and legal requirements, the Company reserves the right, in its sole discretion, to purchase more than 40,816,327 shares pursuant to the Offer.

The Offer is subject to important conditions, including the receipt by the Company of financing on terms and conditions satisfactory to the Company. See Section 7 of the Offer to Purchase.

We are the owner of record of shares held for your account. As such, we are the only ones who can tender your shares, and then only pursuant to your instructions. We are sending you the Letter of Transmittal for your information only; you cannot use it to tender the shares we hold for your account.

Please instruct us as to whether you wish us to tender any or all of the shares we hold for your account on the terms and subject to the conditions of the Offer.

If you wish to have us tender any or all of your shares, please so instruct us by completing, executing, detaching and returning to us the attached instruction form. If you authorize us to tender your shares, we will tender all your shares unless you specify otherwise on the attached Instruction Form.

Your prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit a tender on your behalf before the expiration of the Offer. Please note that the Offer, proration period and withdrawal rights will expire at 5:00 p.m., New York City time, on Thursday, September 14, 2006 unless the Offer is extended.

The Offer is being made solely under the Offer to Purchase and the related Letter of Transmittal and is being made to all record holders of shares of Common Stock. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares residing in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

Instruction Form
With Respect to
Offer to Purchase for Cash
by
CA, Inc.
of
Up to 40,816,327 Shares of its Common Stock
(including the Associated Rights to Purchase Series One Junior Participating Preferred Stock, Class A)
At a Per Share Purchase Price Not Less Than $22.50 nor
Greater Than $24.50

The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated August 16, 2006 (the "Offer to Purchase"), and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"), in connection with the offer by CA, Inc., a Delaware corporation ("the Company"), to purchase up to 40,816,327 shares of its common stock, par value $.10 per share ("Common Stock"), including the associated rights to purchase Series One Junior Participating Preferred Stock, Class A, under our Rights Agreement, dated June 18, 1991, as amended May 17, 1995, May 23, 2001 and November 9, 2001, at a price not less than $22.50 nor greater than $24.50 per share, net to the seller in cash, without interest. The Offer is subject to the terms and conditions set forth in the Offer to Purchase and the related Letter of Transmittal. Unless the context requires otherwise, all references herein to "shares" refer to shares of Common Stock.

The undersigned hereby instruct(s) you to tender to the Company the number of shares indicated below or, if no number is indicated, all shares you hold for the account of the undersigned, at the price per share indicated below, on the terms and subject to the conditions of the Offer.

(1) SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER (SEE INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL)

By checking ONE of the following boxes below INSTEAD OF THE BOX UNDER "Shares Tendered at Price Determined Pursuant to the Offer," the undersigned hereby tenders shares at the price checked. This action could result in none of the shares being purchased if the Purchase Price (as defined in the Offer to Purchase) for the shares is less than the price checked below. IF YOU DESIRE TO TENDER SHARES AT MORE THAN ONE PRICE, YOU MUST INSTRUCT US, AS THE RECORD OWNER OF SHARES HELD IN YOUR ACCOUNT, TO COMPLETE A SEPARATE NOTICE OF GUARANTEED DELIVERY AND/OR LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH SHARES ARE TO BE TENDERED. The same shares cannot be tendered, unless previously validly withdrawn as provided in Section 4 of the Offer to Purchase, at more than one price.

PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES
ARE BEING TENDERED
/ /  $22.50
/ /  $22.75
/ /  $23.00
/ /  $23.25
/ /  $23.50
/ /  $23.75
/ /  $24.00
/ /  $24.25
/ /  $24.50

(2) SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE OFFER (SEE INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL)

By checking the box below INSTEAD OF ONE OF THE BOXES UNDER "Price (in Dollars) Per Share at which Shares are Being Tendered," the undersigned hereby tenders shares at the Purchase Price, as the same shall be determined in accordance with the terms of the Offer.

To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares. The undersigned either (check one box) :
/ /		Is the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered; or
/ /		Is a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s), shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 shares and is tendering all of such person's shares.
In addition, the undersigned is tendering shares either (check one box):
/ /		at the price per share indicated above in the section captioned "Price (in Dollars) Per Share at which Shares are Being Tendered"; or
/ /		at the Purchase Price, as the same will be determined in accordance with the terms of the Offer (persons checking this box need not indicate the price per share above).

A tendering stockholder may condition his or her tender of shares upon the Company purchasing a specified minimum number of the shares tendered, all as described in Section 6 of the Offer to Purchase. Unless at least that minimum number of shares you indicate below is purchased by the Company pursuant to the terms of the Offer, none of the shares tendered will be purchased. It is the tendering stockholder's responsibility to calculate that minimum number of shares that must be purchased if any are purchased and each stockholder is urged to consult his or her own tax advisor with respect to his or her particular situation. Unless this box has been checked and a minimum specified, your tender will be deemed unconditional.
/ /		The minimum number of shares that must be purchased, if any are purchased, is: shares.
If, because of proration, the minimum number of shares will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his or her shares and checked the box below:
/ /		The tendered shares represent all shares of common stock held by the undersigned.

The method of delivery of this document is at the election and risk of the tendering stockholder. If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

The Company's Board of Directors has approved the Offer. However, neither the Company nor any member of its Board of Directors, nor the Dealer Managers nor the Information Agent nor the Depositary makes any recommendation to stockholders as to whether they should tender or refrain from tendering their shares or as to the purchase price or purchase prices at which they may choose to tender their shares. Stockholders must make their own decision as to whether to tender their shares and, if so, how many shares to tender and the purchase price or purchase prices at which their shares should be tendered. In doing so, stockholders should read carefully the information in the Offer to Purchase and in the related Letter of Transmittal, including the Company's reasons for making the Offer. See Section 2 of the Offer to Purchase. Stockholders should discuss whether to tender their shares with their broker or other financial or tax advisor. The Company's directors and executive officers have advised the Company that they do not intend to tender any shares owned by them in the Offer. See Section 11 of the Offer to Purchase.

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Taxpayer Identification or Social Security Number:

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