Adoption Agreement

Executive Compensation Plan Agreement

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CA, INC.

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Title: Adoption Agreement
Governing Law: New York Date: 11/9/2005
Industry: Software and Programming Sector: Technology

Exhibit 10.4

ADOPTION AGREEMENT

1.01 PREAMBLE


By the execution of this Adoption Agreement the Plan Sponsor hereby (complete a. or b.)

a.	þ	adopts a new plan as of September 1, 2005 [month, day, year]

b.	o	amends and restates its existing plan as of [month, day, year] which is the Amendment Restatement Date.

		Original Effective Date: [month, day, year]

		Pre-409A Grandfathering: r Yes r No (If yes, complete Appendix B, “Summary of Grandfathered Provisions”)

1.02 PLAN


		Plan Name: Computer Associates International, Inc. Executive Deferred Compensation Plan

		Plan Year: April 1 — March 31

1.03 PLAN SPONSOR


		Name:				Computer Associates International, Inc.

		Address:				One Computer Associates Plaza, Islandia, NY 11749

		Phone # :				631-342-6000

		EIN:				13 2847434

		Fiscal Yr:				March 31 — April 1

		Form of Entity:				Corporation

If Plan Sponsor is a Corporation is stock publicly traded?

þ Yes r No

1.04 EMPLOYER

The following entities have been authorized by the Plan Sponsor to participate in and have adopted the Plan:


Entity	Publicly Traded Corporation
	Yes	No
CA Think	r	þ

Computer Associates Inc.	r	þ

	r	r

	r	r

	r	r

	r	r

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1.05 ADMINISTRATOR

		The Employer has designated the following to be responsible for the Administration of the Plan:

		VP, Compensation, Benefits & HRIS (Lisa Chekimoglou)

Note : The Administrator is the person or persons designated by the Employer to be responsible for the administration of the Plan. This is not Fidelity Investments Institutional Operations Company, Inc. nor any other Fidelity affiliate.

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2.01 PARTICIPATION


a.	þ	Employees

	i.	þ	Eligible Employees are selected by the Employer as identified in Appendix C which may be periodically updated by the Employer.

	ii.	o	Eligible Employees are those employees of the Employer who satisfy the following criteria:











b.	r	Directors

	i.	o	All Directors are eligible to participate.

	ii.	o	Only Directors selected by the Employer and identified in Appendix C are eligible to participate.

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3.01 COMPENSATION


	For purposes of determining Participant contributions under Article 4 and Employer contributions under Article 5, Compensation shall be defined in the following manner [complete a. or b. and c., if applicable]:

	a.	þ

			Compensation, for purposes of the April 1, 2005-March 31, 2006 deferral period, shall mean only an employee’s Annual Performance Bonus (paid in cash) for fiscal 2006, under the Plan Sponsor’s 2002 Incentive Plan, as amended.













	b.	r	Compensation as defined in [insert name of qualified plan] without regard to the limitation captured in Section 401(a)(17) of the Code for such Plan Year:

	c.	r	Director Compensation shall have the meaning specified in Section 2.9 except that:







	d.	r	Compensation shall, for all Plan purposes, be limited to $ .

3.02 BONUSES

	Compensation, as defined in Section 3.01 of the Adoption Agreement, includes the following type of bonuses:


	Will be treated as Performance
Type	Based Compensation
	Yes	No
Annual Performance Bonus for fiscal 2006 under the Plan Sponsor’s 2002 Incentive Plan, as amended	þ	r

	r	r

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	Will be treated as Performance
Type	Based Compensation
	Yes	No
	r	r

	r	r

	r	r

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4.01 PARTICIPANT CONTRIBUTIONS

	a.		Amount of Deferrals

			A Participant may elect within the period specified in Section 4.01b of the Adoption Agreement to defer the following amounts of Compensation (select i. and ii. or iii.):

Compensation Other than Bonuses (for each type of remuneration listed, complete “dollar amount” or “percentage amount,” but not both))

Dollar Amount

% Amount

Type of Remuneration

Min

Max

Min

Max

Increment

Note: The increment is required to determine the permissible deferral amounts. For example, a minimum of 0% and maximum of 20% with a 5% increment would allow an individual to defer 0%, 5%, 10%, 15% or 20%.

ii.

Bonuses (choose one)

Dollar Amount

% Amount

Type of Bonus

Min

Max

Increment

a. Annual

Performance Bonus

iii. Compensation (do not complete if you completed i. and ii.)


Dollar Amount		% Amount
Min	Max	Min	Max	Increment

iv.

Director Compensation

Dollar Amount

% Amount

Type of Remuneration

Min

Max

Min

Max

Increment

Annual Retainer

Meeting Fees

Other:

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b. Election Period

	i.		Performance Based Compensation

			A special election period

a. þ Does b. r Does Not

			apply to each eligible type of performance based compensation referenced in Section 3.02 of the Adoption Agreement.

			The special election period, if applicable, will be determined by the Employer.

	ii.		Newly Eligible Participants

			An employee who is classified or designated as an Eligible Employee during a Plan Year

a. þ May b. r May Not

elect to defer Compensation otherwise payable during the remainder of the Plan Year by completing a deferral agreement within the 30 day period beginning on the date he is eligible to participate in the Plan.

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5.01 EMPLOYER CONTRIBUTIONS


a.	Matching Contributions

	i.	Amount

		For each Plan Year, the Employer shall make a Matching Contribution on behalf of each Participant who defers Compensation for the Plan Year and satisfies the requirements of Section 5.01(a)(ii) of the Adoption Agreement equal to (Complete one):

		(A)	r [insert percentage] of the Compensation the Participant has elected to defer for the Plan Year

		(B)	r An amount determined by the Employer in its sole discretion

		(C)	r Matching Contributions for each Participant shall be limited to $ and/or % of Compensation.


						(D)		r Other:


ii.	Eligibility for Matching Contribution

	A Participant who defers Compensation for the Plan Year shall receive an allocation of Matching Contributions determined in accordance with Section 5.01(a)(i) provided he satisfies the following requirements (complete the ones that are applicable):

	(A)	r	Is employed on the last day of the Plan Year

	(B)	r	Completes [insert number] of hours of service during the Plan Year

	(C)	r	Is selected by the Employer in its sole discretion to receive an allocation of Matching Contributions

	(D)	r	No requirements

	(E)	r	Other

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	iii.	Time of Allocation

		Matching Contributions, if made, shall be treated as allocated [select one]:

		(A)	r	As of the last day of the Plan Year

		(B)	r	At such times as the Employer shall determine in it sole discretion

		(C)	r	At the time the Compensation on account of which the Matching Contribution is being made would otherwise have been paid to the Participant

		(D)	r	Other:





b.	Other Contributions

	i.	Amount

		The Employer shall make a contribution on behalf of each Participant who satisfies the requirements of Section 5.01(b)(ii) equal to [check one]:

		(A)	r	An amount equal to ___[insert number] % of the Participant’s Compensation

		(B)	r	An amount determined by the Employer in its sole discretion

		(C)	r	Contributions for each Participant shall be limited to $___

		(D)	r	Other:

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ii.	Eligibility for Other Contributions

	A Participant shall receive an allocation of other Employer contributions for the Plan Year if he satisfies the following requirements:

	(A)	r	Describe requirements:






	(B)	r	Is selected by the Employer in its sole discretion to receive an allocation of other Employer contributions

	(C)	r	No requirements

iii.	Time of Allocation

	Employer contributions, if made, will be allocated:

	(A)	r	As of the last day of the Plan Year

	(B)	r	At such time or times as the Employer shall determine in its sole discretion

	(C)	r	Other:

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6.01		DISTRIBUTIONS

		The timing and form of payment of distributions made from the Participant’s vested Account shall be made in accordance with the elections made in this Section 6.01 of the Adoption Agreement.

	a.		Timing of Distributions

			All distributions shall commence in accordance with the following (choose one):


(i)	þ	As soon as administratively practicable

(ii)	o	Monthly on specified day (insert day)

(iii)	o	Annually on specified month and day (insert month and day)

(iv)	o	Calendar quarter on specified day (insert day)

Note : A six month delay for certain distributions to Key Employees of publicly traded companies will apply.

In addition to the distributions that will occur under the terms of the Plan (e.g., upon death or disability or six months from a separation from service), distributions can occur upon the following Distribution Events (If multiple events are chosen, the earliest to occur will trigger payment.)


			Lump Sum	Installments
(i)	þ	Specified Date [5 years, 10 years or 15 years from end of deferral period]	X	___years to ___years

(ii)	o	Specified Age		___years to ___years

(iii)	o	Separation from Service		___years to ___years

(iv)	o	Separation from Service plus 6 months		___years to ___years

(v)	o	Separation from Service plus ___months (not to exceed ___months)		___years to ___years

(vi)	o	Retirement		___years to ___years

(vii)	o	Retirement plus 6 months		___years to ___years

(viii)	o	Retirement plus ___months (not to exceed ___months)		___years to ___years

(ix)	o	Later of Separation from Service or Specified Age		___years to ___years

(x)	o	Later of Separation from Service or Specified Date		___years to ___years

(xi)	o	Later of Retirement or Specified Age		___years to ___years

(xii)	o	Later of Retirement or Specified Date		___years to ___years

(xiii)	o	Disability		___years to ___years

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			Lump Sum	Installments
(xiv)	o	Death		___years to ___years

(xv)	o	Change in Control		___years to ___years

	c.		Specified Date and Specified Age elections may not commence beyond age ___.

	d.		Separation from Service (if this is elected, do not select “Separation from Service” under b. above)

			A Separation from Service override

Shall apply.

			A Separation from Service override provides that a Participant, whose Separation from Service occurs before Retirement, shall receive the vested amount credited to his Account as a lump sum payment.

	e.		Involuntary Cashouts (Leave blank if not applicable)

(i)

If the Participant’s vested Account at the time of his Separation from Service does not exceed $___ (insert dollar amount) distribution of the vested Account shall automatically be made in the form of a single lump sum as soon as administratively practicable but in no event later than 60 days after the Separation of Service.

	f.		Retirement

			Retirement shall be defined as a Separation from Service that occurs on or after the Participant (insert description of requirements)

	g.		Redeferrals

			A Participant

(i)	þ	Shall

(ii)	o	Shall Not

			be permitted to modify a scheduled distribution date in accordance with Section 9.2 of the Plan.

			A Participant shall generally be permitted to elect such modification one(1) number of times.

			Administratively, allowable distribution events will be modified to reflect all options necessary to fulfill the redeferrals provision.

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7.01

VESTING

	a.		Matching Contributions

			The Participant’s vested interest in the amount credited to his Account attributable to Matching Contributions shall be based on the following schedule:


Years of Service		Vesting %
0
1
2
3
4
5
6
7
8
9

	b.		Other Employer Contributions

			The Participant’s vested interest in the amount credited to his Account attributable to Employer contributions other than Matching Contributions shall be based on the following schedule:


Years of Service		Vesting %
0
1
2
3
4
5
6
7
8
9

	c.		Acceleration of Vesting

			A Participant’s vested interest in his Account will automatically be 100% upon the occurrence of the following events: (select the ones that are applicable)


(i)	o	Death

(ii)	o	Disability

(iii)	o	Change in Control

(iv)	o	Eligibility for Retirement

(v)	o	Other:

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Years of Service

A Participant’s Years of Service shall include all service performed for the Employer and