<PAGE>

                                  AMENDMENT TO
                      CHANGE IN CONTROL SEVERANCE AGREEMENT

THIS AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENT (this "Amendment"),
dated as of February 14, 2000, by and among Sterling Software, Inc., a Delaware
corporation (the "Company"), Computer Associates International, Inc., a Delaware
corporation (the "Parent") and Charles J. Wyly (the "Executive").


                                   WITNESSETH:

         WHEREAS, the Company and the Executive are parties to a Change in
Control Severance Agreement, dated as of November 15, 1999 (the "Agreement");
and

         WHEREAS, the Company, the Parent and the Executive desire to amend the
Agreement as set forth in this Amendment;

         NOW THEREFORE, the Company, the Parent and the Executive agree as
follows:

          1.   This Amendment shall be of no force and effect if the Offer (as
               defined in the Agreement and Plan of Merger, dated as of February
               14, 2000, by and among the Parent, Silversmith Acquisition Corp.
               and the Company) is not consummated.

          2.   The Agreement is hereby amended by replacing every occurrence of
               the term "Employee Benefits" with the term "Medical Benefits" and
               by the addition of a definition of Medical Benefits as follows:

          (c)  "Medical Benefits" means the medical, dental, health, hospital,
               disability and vision benefits provided under any and all benefit
               policies, plans, programs or arrangements of the Company that may
               now exist or any successor policies, plans, programs or
               arrangements that may be adopted hereafter by the Company in
               which the Executive is entitled to participate or in which the
               Executive becomes entitled to participate.


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          3.   Section 4(a)(i) is hereby amended to read as follows:

          (i)  pay to the Executive, within five (5) business days after the
               Termination Date, a lump sum payment in an amount equal to
               $7,967,093 as satisfaction in full for Executive's severance pay
               and loss of certain perquisites and benefits that would otherwise
               have been enjoyed by the Executive and for the execution of the
               Executive's non-competition covenant in Section 10 hereof. The
               parties agree that twenty-five (25) percent of the lump sum
               payment shall be allocable to, and deemed as consideration for,
               the Executive's non-competition covenant in Section 10 hereof.

          4.   Section 4(a)(ii) is hereby amended in its entirety to read as
               follows:

          (ii) for 84 months following the Termination Date, arrange at its sole
               expense, to provide the Executive with Medical Benefits that are
               substantially similar to the better of (when considered in the
               aggregate) (x) those Medical Benefits which the Executive was
               receiving or entitled to receive immediately prior to the Change
               in Control, or (y) those Medical Benefits which the Executive was
               receiving or entitled to receive immediately prior to the
               Termination Date. If and to the extent that any Medical Benefit
               described above in this Section 4(a)(ii) cannot be provided under
               any applicable law or regulation or under any policy, plan,
               program or arrangement of the Company, then the Company will take
               all action necessary to ensure that such Medical Benefit is
               provided through other means to the Executive, his dependents and
               beneficiaries, as applicable.

          5.   Section 4(a)(iv) of the Agreement is hereby deleted in its
               entirety.

          6.   The Company shall give the Executive the right to purchase (such
               right to remain open until the expiration of thirty (30) days
               from the Termination Date) at current book value, the Company
               vehicle which was customarily provided to the Executive as of
               immediately prior to the Executive's Date of Termination.

          7.   The Agreement is hereby amended by the addition of a new Section
               10 (and amended as necessary in respect of required renumbering):


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10. NON-COMPETITION; CONFIDENTIALITY: (a) Executive agrees and acknowledges that
reasonable limits on his ability to engage in activities which are competitive
with the Company are warranted in order to protect the Company's trade secrets
and proprietary information and are warranted in order to protect the Company in
developing and maintaining its reputation, good will and status in the
marketplace. In that regard, during the 60 months following the Termination Date
(the "Continuation Period"), the Executive will not directly or indirectly, on
Executive's own behalf or in the service of or on behalf of any other individual
or entity, either as a proprietor, employee, agent, independent contractor,
consultant, director, officer, partner or stockholder (other than a stockholder
of a corporation listed on a national securities exchange or whose stock is
regularly traded in the over-the-counter market, provided that the Executive at
no time owns, directly or indirectly, in excess of 5% of the outstanding stock
of any class of any such corporation):

         (i) participate or engage in any activities or business developing,
manufacturing, marketing or distributing any products or services offered by the
Company as of the Effective Time (as defined in the Agreement and Plan of
Merger, dated as of February 14, 2000, by and among the Parent, Silversmith
Acquisition Corp. and the Company), or any products or services offered by the
Company subsequent to the Effective Time and in which the Executive actively
participated, recognizing that the Company offers products and services globally
("Competitive Activities"), including, without limitation, (A) selling goods or
rendering services of the type (or similar to the type) sold or rendered by the
Company, whether by means of electronic, traditional or other form of commerce;
(B) soliciting any person or entity that is a current or prospective customer or
has been a customer, in each case, of the Company, while the Executive has been
employed by the Company (provided that it shall not be deemed a breach of this
Agreement if the Executive solicits such customers for goods or services
unrelated to the Competitive Activities) and (C) assisting any person in any way
to do, or attempt to do, anything prohibited by clauses (A) or (B) above; or

         (ii) solicit (other than pursuant to general, non-targeted
advertisements) any employee of the Company, who was an employee at or prior to
the Effective Time, to leave the employment of the Company.

         (b) Notwithstanding anything to the contrary herein, Executive may
remain a director at those companies for which Executive is a director as of the
Effective Time, and may engage in any activities or businesses for which the
Company has given permission in writing, which shall not be unreasonably
withheld


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(or delayed) following the expiration of three years from the date the Offer is
consummated, provided Executive's engaging in such activities or business would
not have a material adverse impact on any of the Company's lines of businesses.

     (c) (i) The Executive shall not, without the written consent of the
Company, disclose to any other person or use, whether directly or indirectly,
any Confidential Information (as hereinafter defined) relating to or used by the
Company, whether in written, oral or other form. "Confidential Information"
shall mean information about the Company, and its clients and customers that is
not disclosed by the Company for financial reporting purposes and that was
learned by the Executive in the course of employment with the Company, including
(without limitation) any proprietary knowledge, product and service designs,
trade secrets, manuals, technical information and plans, contracts, systems,
procedures, databases, electronic files, disks and printouts, correspondence,
internal reports, personnel files, information about Company employees relating
to their education, experience, skills, abilities, compensation and benefits,
and inter-personal relationships with suppliers to and customers of Company,
sales and advertising material, business plans, marketing plans, financial data
(including without limitation the revenues, costs or profits associated with
services), customer and industry lists, customer information, customer lists
coupled with product or service pricing, customer contracts, supplier contacts
and other contact information, pricing policies, supplies, agents, risk
analyses, engineering information and computer screen designs and computer input
and output specifications, inclusive of any pertinent documentation, techniques,
processes, technical information and know how. The Executive acknowledges that
such Confidential Information is specialized, unique in nature and of great
value to the Company, and that such information gives the Company a competitive
advantage. The Executive's obligations under this Section 10(c) shall survive
the termination of the Continuation Period.

         (ii) Confidential Information does not include information which (A) is
or becomes part of the public domain other than as a result of the Executive's
disclosure; or (B) becomes available to the Executive on a non-confidential
basis from a source other than the Company, provided that source is not bound
with respect to that information by a confidentiality agreement with the Company
or otherwise prohibited from transmitting that information by a contractual,
legal or other obligation.

         (iii) If the Executive is requested or (in the opinion of Executive's
counsel) required by law or judicial order to disclose any Confidential
Information,

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the Executive shall provide the Company with prompt notice of any such
request or requirement so that the Company may seek an appropriate protective
order or waiver of the Executive's compliance with the provisions of this
Section 10(c). The Executive will not oppose any reasonable action by, and
will cooperate with, the Company to obtain an appropriate protective order or
other reliable assurance that confidential treatment will be accorded the
Confidential Information. If, failing the entry of a protective order or the
receipt of a waiver hereunder, the Executive is, in the opinion of
Executive's counsel, compelled by law to disclose a portion of the
Confidential Information, the Executive may disclose to the relevant tribunal
without liability hereunder that portion of the Confidential Information
which counsel advises the Executive he is legally required to disclose, and
each of the parties hereto agrees to exercise such party's best efforts to
obtain assurance that confidential treatment will be accorded such
Confidential Information.

         (d) If an award by a court or arbitration panel declares that any term
or provision of this Section 10 is excessive in duration or scope or is
unreasonable or unenforceable, the parties agree that the court or arbitration
panel making such determination shall have the power to reduce the scope,
duration or area or the term or provision, to delete specific words or phrases,
or to replace any invalid or unenforceable term or provision with a term or
provision that is a valid and enforceable term or provision, and this Section 10
shall be enforceable as so modified.

         (e) In the event of a breach or threatened breach by the Executive of
the provisions of this Section 10, the Company's remedies in respect of such
breach or threatened breach shall be limited to injunctive relief (and the
Executive acknowledges that the Company may not have an adequate remedy at law
and may seek injunctive relief without the requirement of posting security) and
the recovery of actual damages suffered by the Company as a result of a breach
of this Section 10 by the Executive. Notwithstanding the foregoing, in no case
shall any portion of the lump sum payment set forth in Section 4(a)(i) or any
Gross-Up Payment hereunder (or any other payments made hereunder) be recoverable
by the Parent or the Company (or subject to any set-off, counterclaim or
recoupment) in respect of damages resulting from a breach of this Section 10.

         (f) For the purposes of this Section 10, the term "Company" includes
not only Sterling Software, Inc., but also any subsidiary or affiliated
corporation of Sterling Software, Inc.



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          8.   Parent shall guarantee the Company's obligations pursuant to the
               Agreement, including without limitation, Sections 5 and 7
               thereof.  The Parent and the Company hereby acknowledge that
               the obligations set forth in such Sections will survive any
               termination or expiration of this Agreement or termination of
               Executive's employment for any reason.  Each party will notify
               the other in writing of any claim by the Internal Revenue
               Service or any other taxing authority that, if successful,
               would require the payment by the Company of a Gross-Up Payment.
                Such notification shall be given as soon as practicable but no
               later than ten (10) business days after such party is informed
               in writing of such a claim and such party shall apprise the
               other party of the nature of such claim and the date on which
               such claim is requested to be paid. The Parent and the Company
               shall bear and pay directly all costs and expenses (including
               legal fees and any interest and penalties) incurred in
               connection with any such claim or proceeding, and shall
               indemnify and hold the Executive harmless, on an after-tax
               basis, as provided in Section 5(a), for any Excise Tax or
               income tax (including interest and penalties with respect
               thereto) imposed as a result of such representation and payment
               of costs and expenses.  The Company and the Parent also shall
               pay to the Executive all legal fees and expenses incurred by
               the Executive in connection with any tax audit or proceeding to
               the extent attributable to the application of section 4999 of
               the Code to any payment or benefit provided hereunder.  Such
               payments shall be made within five (5) business days after
               delivery of the Executive's written requests for payment
               accompanied with evidence of fees and expenses incurred.  The
               Company's and Parent's obligation with respect to a Gross-Up
               Payment and reimbursement of related legal fees and expenses
               shall be absolute and unconditional and shall not be affected
               by any circumstances, including, without limitation, any
               setoff, counterclaim, recoupment, defense or other right which
               the Company or the Parent may have against the Executive or
               anyone else. Except where provided herein to the contrary, all
               amounts payable by the Company or the Parent hereunder shall be
               paid without notice or demand.  Each and every payment made
               hereunder by the Company or the Parent shall be final, and the
               Company and the Parent will not seek to recover all or any part
               of such payment from the Executive, or from whomsoever may be
               entitled thereto, for any reason whatsoever.

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          9.   Except as amended hereby, all other provisions of the
               Agreement shall remain in full force and effect.

         10.   The validity, interpretation, construction and performance of
               this Amendment will be governed by and construed in accordance
               with the substantive laws of Delaware, without giving effect
               to the conflict of laws principles of such State.

         11.   This Agreement may be executed in one or more counterparts,
               each of which shall be deemed to be an original but all of
               which together will constitute one and the same Agreement.



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         IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed and delivered as of the first date first written above.

                                       STERLING SOFTWARE, INC.

                                       By /s/ Don J. McDermett, Jr.
                                          -----------------------------------
                                          Name: Don J. McDermett, Jr.
                                          Title: Senior Vice President &
                                                 General Counsel


                                       COMPUTER ASSOCIATES
                                       INTERNATIONAL, INC.

                                       By /s/ Steven M. Woghin
                                          -----------------------------------
                                          Name: Steven M. Woghin
                                          Title: Senior Vice President &
                                                 General Counsel


                                       /s/ Charles J. Wyly
                                       --------------------------------------
                                                 Charles J. Wyly

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