FIRST AMENDMENT TO CA, INC. 2003 COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

Exhibit 10.1

FIRST AMENDMENT TO
CA, INC. 2003 COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

          THIS AMENDMENT (the “Amendment”) is made effective November 19, 2008 by CA, Inc. (the “Company”).

WITNESSETH:

          WHEREAS, the Company maintains the CA, Inc. 2003 Compensation Plan for Non-Employee Directors (the “Plan”);

          WHEREAS, the Company desires to amend the 2003 Plan in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“the Code”), and the US Treasury Regulations issued thereunder;

          WHEREAS, the Company reserves the right to amend the 2003 Plan from time to time

          NOW, THEREFORE, the 2003 Plan is hereby amended as follows:

Section 2.13: “Payment Commencement Date” means the first business day of the calendar year following the Director Service Year in which the Eligible Director ceases to be a member of the Board for any reason, including without limitation, resignation, removal, death or Disability, provided that such cessation of Board service must constitute a “separation from service” within the meaning of Section 409A of the Code.

Section 4.02(c)(ii): that portion of an Eligible Director’s Director Fees for a Director Service Year that is subject to a cash election made in accordance with Section 4.04 shall be paid in arrears in substantially equal quarterly cash payments as of the last business day of each fiscal quarter of the Company that ends within such Director Service Year, but in no event shall any such cash payments be paid later than two and one-half (2 ¹ / 2 ) months after the end of the calendar year in which the Director Service Year for which such Director Fees were earned.

Section 4.03(c): Payment of Stock Deferrals. Subject to Paragraph (d) of this Section 4.03, Shares in respect of Stock Deferrals credited to a Deferred Stock Compensation Account shall be issued in one lump-sum on the Payment Commencement Date, but in no event shall any such Shares be issued later than two and one-half (2 ¹ / 2 ) months after the end of the calendar year in which the Payment Commencement Date occurs.

Section 4.03(d): Election to Receive Installment Payments. An Eligible Director may elect, on a form and manner prescribed by the Committee, to be issued Shares in respect of his or her Stock Deferrals in annual installments rather than a lump sum, provided, however, that (i) such election is made and received by the Committee prior to December 31 of the year preceding the Director Service Year to which such Stock Deferrals pertain, and (ii) the payment period for the installment payments does not exceed ten (10) years following the Payment Commencement Date.

Section 4.03(e): Hardship Withdrawals. * * * For this purpose, an unforeseeable emergency is an unanticipated emergency caused by an event that is beyond the control of the Eligible Director, and that would result in severe financial hardship to the Eligible Director resulting from an illness or accident of the service provider, the service provider’s spouse, the service provider’s beneficiary, or the service provider’s dependent (as defined in Section 152 of the Code, without regard to Sections 152(b)(1), (b)(2), and (d)(1)(B) of the Code); loss of the service provider’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster); or other similar extraordin