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Forum Report: Board Approval of "Change in Control Severance Policy"

(October 23, 2004)

----- Original Message -----
Sent: Saturday, October 23, 2004 7:38 PM
Subject: Friday filing of "change in control severance policy"

CA reported in a Friday afternoon SEC Form 8-K filing that the board of directors had approved a "change in control severance policy" for designated executives.  The board has defined "change in control" to include the usual sale transactions as well as (a) any shareholder's accumulation of a 35% position and (b) the replacement of a majority of incumbent directors.  The company's summary of the policy is copied below, with a link to the SEC EDGAR filing of the full document.
No press release was found in searches of the company's web site and of news databases.  A Dow Jones Newswire summary of the filing included a statement from a company spokesperson that the policy is "an important mechanism for retaining certain key executives that are integral to driving the company forward."
             - GL
Gary Lutin
Lutin & Company
575 Madison Avenue, 10th Floor
New York, New York 10022
Tel: 212/605-0335
Fax: 212/605-0325


Item 1.01 Entry into a Material Definitive Agreement

On October 18, 2004, the Board of Directors of Computer Associates International, Inc. (the “Company”), on the recommendation of the Compensation and Human Resource Committee of the Board of Directors, approved a change in control severance policy (the “Policy”) that covers such senior executives of the Company as the Board of Directors may designate from time to time. Currently, eight executives of the Company are covered by the Policy; in addition, the Company’s permanent Chief Executive Officer and Chief Financial Officer, when elected, are expected to be covered by the Policy.

The Policy provides for certain payments and benefits in the event that, following a change in control or potential change in control of the Company, a covered executive’s employment is terminated either without cause by the Company or for good reason by the executive. The amount of the severance payment would range from 1.0 to 2.99 times an executive’s annual base salary and bonus as determined from time to time by the Board of Directors, as specified in Schedules A, B and C to the Policy. The Policy also provides the following additional benefits: (a) pro-rated target bonus payments for the year of termination, (b) a payment equaling the cost of 18 months’ continued health coverage, (c) one year of outplacement services, (d) if applicable, certain relocation expenses, and (e) payments to make the executive whole with respect to excise taxes under certain conditions. Under the Policy, a “change in control” would include, among other things, (a) the acquisition of more than 35% of the Company’s voting power, (b) a change in a majority of the incumbent members of the Company’s Board of Directors, (c) the sale of all or substantially all the Company’s assets, (d) the consummation of certain mergers or other business combinations, and (e) stockholder approval of a plan of liquidation or dissolution.

Although the Policy became effective upon its adoption by the Company’s Board of Directors on October 18, 2004, the Board of Directors intends to submit the Policy to a stockholder vote at the Company’s 2005 Annual Meeting of Stockholders.

The foregoing description of the Policy does not purport to be complete and is qualified in its entirety by reference to the Policy (including the schedules and exhibits thereto), a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

Exhibit 10.1 Computer Associates International, Inc. Change in Control Severance Policy, effective October 18, 2004.



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