Change in Control Severance Policy





COMPUTER ASSOCIATES INTERNATIONAL, INC.

CHANGE IN CONTROL SEVERANCE POLICY


                1.   
Purpose. The purpose of the Computer Associates International, Inc. Change in
Control Severance Policy (the “Policy”) is to secure the continued
services of certain senior executives of the Company and to ensure their
continued dedication to their duties in the event of any threat or occurrence of
a Change in Control (as defined in Section 2).  


                2.   
Definitions. As used in this Policy, the following terms shall have the
respective meanings set forth below:  


                (a)   
“Annual Performance Bonus” means the annual cash bonus awarded under
the Company’s incentive plan, as in effect from time to time (as of the
date of adoption of this Policy the “annual performance bonus” within
the meaning of Section 4.4 of the Company’s 2002 Incentive Plan, amended
and restated effective as of March 31, 2004 (the “Company Incentive
Plan”)).  


                (b)   
“Base Salary” means the higher of (i) the Participant’s highest
annual rate of base salary during the twelve-month period immediately prior to
the Participant’s Date of Termination or (ii) the average of the
Participant’s annual base salary earned during the past three (3) completed
fiscal years of the Company immediately preceding the Participant’s Date of
Termination (annualized in the event the Participant was not employed by the
Company (or its affiliates) for the whole of any such fiscal year).  


                (c)   
“Board” means the Board of Directors of the Company and, after a
Change in Control, the “board of directors” of the Parent Corporation
or Surviving Corporation, as the case may be, as defined for purposes of Section
2(f).  


                (d)   
“Bonus Amount” means the higher of (i) the Participant’s target
Annual Performance Bonus for the fiscal year in which the Participant’s
Date of Termination occurs (or if the Participant’s Qualifying Termination
is on account of Good Reason pursuant to a reduction in a Participant’s
compensation or compensation opportunity under Section 2(k)(ii), the
Participant’s target Annual Performance Bonus for the prior fiscal year if
higher) or (ii) the average of the Annual Performance Bonuses earned by the
Participant from the Company (or its affiliates) during the last three (3)
completed fiscal years of the Company (or such shorter period of time during
which the Participant was employed by the Company) immediately preceding the
Participant’s Date of Termination (annualized in the event the Participant
was not employed by the Company (or its affiliates) for the whole of any such
fiscal year).  


                (e)   
“Cause” means (i) the willful and continued failure of the
Participant to perform substantially his duties with the Company (other than any
such failure resulting from the Participant’s incapacity due to physical or
mental illness or any  







such failure subsequent to the
Participant being delivered a notice of termination without Cause by the Company or
delivering a notice of termination for Good Reason to the Company) after a written demand
for substantial performance is delivered to the Participant by or on behalf of the Board
which specifically identifies the manner in which the Board believes that the Participant
has not substantially performed his duties, (ii) the willful engaging by the Participant
in illegal conduct or gross misconduct which is demonstrably and materially injurious to
the Company or its affiliates, (iii) the engaging by the Participant in conduct or
misconduct that materially harms the reputation or financial position of the Company,
(iv) the Participant (x) obstructs or impedes, (y) endeavors to influence, obstruct or
impede or (z) fails to materially cooperate with, an Investigation, (v) the Participant
withholds, removes, conceals, destroys, alters or by other means falsifies any material
which is requested in connection with an Investigation, or attempts to do so or solicits
another to do so, (vi) the commission of a felony by the Participant or (vii) the
Participant is found liable in any SEC or other civil or criminal securities law action
or enters into any cease and desist orders with respect to such action regardless of
whether the Participant admits or denies liability. For purposes of this paragraph (d),
no act or failure to act by the Participant shall be considered “willful” unless
done or omitted to be done by the Participant in bad faith and without reasonable belief
that the Participant’s action or omission was in the best interests of the Company
or its affiliates. Any act, or failure to act, in accordance with authority duly given by
the Board, based upon the advice of counsel for the Company (including counsel employed
by the Company) shall be conclusively presumed to be done, or omitted to be done, by the
Participant in good faith and in the best interests of the Company. Cause shall not exist
unless and until the Company has delivered to the Participant a copy of a resolution duly
adopted by three-quarters (3/4) of the entire Board (excluding the Participant from both
the numerator and denominator if the Participant is a Board member) at a meeting of the
Board called and held for such purpose (after reasonable notice to the Participant and an
opportunity for the Participant, together with counsel, to be heard before the Board),
finding that in the good faith opinion of the Board an event set forth in clauses (i),
(ii), (iii), (iv), (v), (vi) or (vii) has occurred and specifying the particulars thereof
in detail.   


                (f)   
“Change in Control” means the occurrence of any one of the following
events:  


	  	                (i)   
individuals who, on the effective date of the Policy, constitute the Board (the “Incumbent
Directors”) cease for any reason to constitute at least a majority of the Board,
provided that any person becoming a director subsequent to the effective date of the
Policy whose election or nomination for election was approved by a vote of a majority of
the Incumbent Directors then on the Board (either by a specific vote or by approval of
the proxy statement of the Company in which such person is named as a nominee for
director, without written objection to such nomination) shall be an Incumbent Director;
provided, however, that no individual initially elected or nominated as a director of the
Company as a result of an actual or threatened election contest with respect to directors
or as a result of any other actual or threatened solicitation of 






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	  	proxies or consents by
or on behalf of any person other than the Board shall be deemed to be an Incumbent
Director; 






	  	                (ii)   
any “person” (as such term is defined in Section 3(a)(9) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) and as used in Sections
13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the Company representing 35% or more of the combined voting power of the Company’s
then outstanding securities eligible to vote generally in the election of directors (the
“Company Voting Securities”); provided, however, that the event described in
this paragraph (ii) shall not be deemed to be a Change in Control by virtue of any of the
following acquisitions: (A) by the Company or any Subsidiary, (B) by any
employee benefit plan (or related trust) sponsored or maintained by the Company or any
Subsidiary, (C) by any underwriter temporarily holding securities pursuant to an
offering of such securities, (D) pursuant to a Non-Qualifying Transaction (as
defined in paragraph (iii)), (E) pursuant to any acquisition by the Participant or
any group of persons including the Participant (or any entity controlled by the
Participant or any group of persons including the Participant); or (F) a transaction
(other than one described in (iii) below) in which Company Voting Securities are acquired
from the Company, if a majority of the Incumbent Directors approve a resolution providing
expressly that the acquisition pursuant to this clause (F) does not constitute a Change
in Control under this paragraph (ii); 






	  	                (iii)   
the consummation of a merger, consolidation, statutory share exchange, reorganization,
sale of all or substantially all the Company’s assets or similar form of corporate
transaction involving the Company or any of its Subsidiaries that requires the approval
of the Company’s stockholders, whether for such transaction or the issuance of
securities in the transaction (a “Business Combination”), unless immediately
following such Business Combination: (A) at least 60% of the total voting power of
(x) the corporation resulting from such Business Combination (the “Surviving
Corporation”), or (y) if applicable, the ultimate parent corporation that
directly or indirectly has beneficial ownership of at least 95% of the voting securities
eligible to elect directors of the Surviving Corporation (the “Parent Corporation”),
is represented by Company Voting Securities that were outstanding immediately prior to
such Business Combination (or, if applicable, is represented by shares into which such
Company Voting Securities were converted pursuant to such Business Combination), and such
voting power among the holders thereof is in substantially the same proportion as the
voting power of such Company Voting Securities among the holders thereof immediately
prior to the Business Combination, (B) no person (other than any employee benefit
plan (or related trust) sponsored or maintained by the Surviving Corporation or the
Parent Corporation), is or becomes the beneficial owner, directly or indirectly, of 35%
or more of the total voting power of the outstanding voting securities eligible to elect
directors of the Parent Corporation (or, if there is 







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	  	no Parent Corporation, the Surviving
Corporation) and (C) at least a majority of the members of the board of directors of
the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation)
following the consummation of the Business Combination were Incumbent Directors at the
time of the Board’s approval of the execution of the initial agreement providing for
such Business Combination (any Business Combination which satisfies all of the criteria
specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying
Transaction” and any Business Combination which does not satisfy all of the criteria
specified in (A) (B) and (C) shall be deemed a “Qualifying Transaction”); or 






	  	                (iv)   
the stockholders of the Company approve a plan of complete liquidation or dissolution of
the Company.  






                Notwithstanding
the foregoing, a Change in Control shall not be deemed to occur solely because
any person acquires beneficial ownership of more than 35% of the Company Voting
Securities as a result of the acquisition of Company Voting Securities by the
Company or its affiliates which reduces the number of Company Voting Securities
outstanding; provided, that if after the consummation of such acquisition
by the Company such person becomes the beneficial owner of additional Company
Voting Securities that increases the percentage of outstanding Company Voting
Securities beneficially owned by such person, a Change in Control of the Company
shall then occur. For purposes of this Change in Control definition,
“corporation” shall include any limited liability company,
partnership, association, business trust and similar organization, “board
of directors” shall refer to the ultimate governing body of such
organization and “director” shall refer to any member of such
governing body. 


                (g)   
“Company” means Computer Associates
International, Inc. 


                (h)   
“Date of Termination” means (i) the effective
date on which the Participant’s employment by the Company terminates as
specified in a prior written notice by the Company or the Participant, as the
case may be, to the other, delivered pursuant to Section 9 or (ii) if the
Participant’s employment by the Company terminates by reason of death, the
date of death of the Participant. 


                (i)   
“Disability” shall mean long-term disability
under the terms of Company’s long-term disability plan, as then in effect.



                (j)   
“Equity Incentive Compensation” means all
equity-based compensation (including stock options and restricted stock) awarded
under the Company’s incentive plan, as in effect from time to time (as of
the date of adoption of this Policy the “restricted stock,”
“stock options” and “other equity-based awards” within the
meaning of Sections 4.5, 4.6 and 4.7, respectively, of the Company Incentive
Plan). 


                (k)   
“Good Reason” means, without the
Participant’s express written consent, the occurrence of any of the
following events after a Change in Control: 




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	  	                (i)   
(A) any change in the duties, responsibilities or status (including reporting
responsibilities) of the Participant that is inconsistent in any material and
adverse respect with the Participant’s position(s), duties,
responsibilities or status with the Company immediately prior to such Change in
Control (including any material and adverse diminution of such duties or
responsibilities); provided, however, that Good Reason shall not
be deemed to occur upon a change in duties, responsibilities (other than
reporting responsibilities) or status that is solely and directly a result of
the Company no longer being a publicly traded entity and does not involve any
other event set forth in this Section 2(k) or (B) a material and adverse change
in the Participant’s titles or offices (including, if applicable,
membership on the Board) with the Company as in effect immediately prior to such
Change in Control; 






	  	                (ii)   
a more than 10% reduction by the Company in the Participant’s rate of
annual base salary or Annual Performance Bonus, Long-Term Performance Bonus or
Equity Incentive Compensation target opportunities (including any material and
adverse change in the formula for such targets) as in effect immediately prior
to such Change in Control; 






	  	                (iii)   
the failure of the Company to (A) continue in effect any significant employee
benefit plan, compensation plan, welfare benefit plan or material fringe benefit
plan in which the Participant is participating immediately prior to such Change
in Control or the taking of any action by the Company which would adversely
affect the Participant’s participation in or materially reduce the
Participant’s benefits under any such plan, unless the Participant is
permitted to participate in other plans providing the Participant with
substantially equivalent benefits in the aggregate (at substantially equivalent
or lower cost with respect to welfare benefit plans), or (B) provide the
Participant with paid vacation in accordance with the most favorable vacation
policies of the Company as in effect for the Participant immediately prior to
such Change in Control (including the crediting of all service for which the
Participant had been credited under such vacation policies prior to the Change
in Control); or 






	  	                (iv)   
the failure of the Company to obtain the assumption of the Company’s
obligations hereunder from any successor as contemplated in Section 8(b).







                An
isolated, insubstantial and inadvertent action taken in good faith and which is remedied
by the Company within ten (10) days after receipt of notice thereof given by the
Participant shall not constitute Good Reason. The Participant’s right to terminate
employment for Good Reason shall not be affected by the Participant’s incapacities
due to mental or physical illness and the Participant’s continued employment shall
not constitute consent to, or a waiver of rights with respect to, any event or condition
constituting Good Reason. 




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                (l)   
“Home Country” shall mean a Participant’s
country of residence immediately before the Participant commenced employment
with the Company. 


                (m)   
“Investigation” means an investigation authorized
by the Board, a self-regulatory organization empowered with self-regulatory
responsibilities under federal or state laws or a governmental department or
agency. 


                (n)   
“Long-Term Performance Bonus” means the long-term
bonus awarded under the Company’s incentive plan, as in effect from time to
time (as of the date of adoption of this Policy the “long-term performance
bonus” within the meaning of Section 4.5 of the Company Incentive Plan).



                (o)   
“Participant” means each of the senior executives
of the Company who are selected by the Board for coverage by this Policy and
identified on Schedules A, B and C from time to time. 


                (p)   
“Potential Change in Control” means the execution
or entering into of any agreement by the Company the consummation of which can
be expected to be a Qualifying Transaction. 


                (q)   
“Qualifying Termination” means a termination of
the Participant’s employment (i) by the Company other than for Cause or
(ii) by the Participant for Good Reason. Termination of the Participant’s
employment on account of death, Disability or Retirement shall not be treated as
a Qualifying Termination. Notwithstanding the preceding sentence, the death of
the Participant after notice of termination for Good Reason or without Cause has
been validly provided shall be deemed to be a Qualifying Termination.



                (r)   
“Retirement” means the Participant’s
mandatory retirement (not including any mandatory early retirement) in
accordance with the Company’s retirement policy generally applicable to its
salaried employees, as in effect immediately prior to the Change in Control, or
in accordance with any retirement arrangement established with respect to the
Participant with the Participant’s written consent. 


                (s)   
“Subsidiary” means any corporation or other
entity in which the Company has a direct or indirect ownership interest of 50%
or more of the total combined voting power of the then outstanding securities or
interests of such corporation or other entity entitled to vote generally in the
election of directors (or members of any similar governing body) or in which the
Company has the right to receive 50% or more of the distribution of profits or
50% of the assets or liquidation or dissolution. 


                (t)   
“Termination Period” means the period of time
beginning with a Change in Control and ending two (2) years following such
Change in Control. Notwithstanding anything in this Policy to the contrary, if
(i) the Participant’s employment is terminated prior to a Change in
Control (or, if applicable, a Potential Change of Control) for reasons that
would have constituted a Qualifying Termination if 




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they had occurred following a
Change in Control; (ii) the Participant reasonably demonstrates that such
termination (or Good Reason event) was at the request of a third party who had
indicated an intention or taken steps reasonably calculated to effect a Change
in Control; and (iii) a Change in Control (or a Potential Change in
Control) involving such third party (or a party competing with such third party
to effectuate a Change in Control) does occur within six (6) months from the
date of such termination (or, in the case of a Potential Change in Control, such
Potential Change in Control occurs within three (3) months of such termination),
then for purposes of this Policy, the date immediately prior to the date of such
termination of employment or event constituting Good Reason shall be treated as
a Change in Control. For purposes of determining the timing of payments
and benefits to the Participant under Section 4, the date of the actual
Change in Control (or, if applicable, the Potential Change of Control) shall be
treated as the Participant’s Date of Termination under Section 2(h),
and for purposes of determining the amount of payments and benefits owed
to the Participant under Section 4, the date the Participant’s
employment is actually terminated shall be treated as the Participant’s
Date of Termination under Section 2(h). 


                3.   
Eligibility. The Board shall determine in its sole
discretion which senior executives of the Company shall be Participants and
whether a Participant shall be listed on Schedule A, B or C, and the Board may
remove the name of any senior executive from Schedule A, B or C and
participation in this Policy at any time in its sole discretion;
provided, however, that a Participant may not be removed from
Schedule A, B or C without his or her prior written consent within the two-year
period after a Change in Control or within the period of time beginning on a
date three (3) months prior to a Potential Change in Control and ending on the
termination of the agreement that constituted the Potential Change in Control.
The Board may delegate its authority to identify the Participants on Schedule A,
B or C and to remove a Participant from Schedule A, B or C to the Compensation
and Human Resource Committee (or any successor committee) of the Board.



                4.   
Payments Upon Termination of Employment. If during the
Termination Period the employment of the Participant is terminated pursuant to a
Qualifying Termination, then, subject to the Participant’s execution of a
Separation Agreement and Release in the form attached to this Policy as
Exhibit A (the “Separation Agreement and
Release”), the Company shall provide to the Participant:



                (a)   
within ten (10) days following the Date of Termination (or, if later, the
execution by the Participant of the Separation Agreement and Release), a lump
sum cash payment equal to the result of multiplying (i) the sum of
(A) the Participant’s Base Salary, plus (B) the
Participant’s Bonus Amount by (ii) either 2.99 for a Participant
identified on Schedule A, or 2.00 for a Participant identified on Schedule B or
1.00 for a Participant identified on Schedule C; and 


                (b)   
within ten (10) days following the Date of Termination (or, if later, the
execution by the Participant of the Separation Agreement and Release), a cash





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payment equal to the Participant’s target Annual Performance Bonus for the
fiscal year in which the Participant’s Date of Termination occurs,
multiplied by a fraction the numerator of which shall be the number of days the
Participant was employed by the Company during the fiscal year in which the Date
of Termination occurred and the denominator of which is 365; and 


                (c)   
within ten (10) days following the Date of Termination (or, if later, the
execution by the Participant of the Separation Agreement and Release), a cash
payment equal to the Participant’s target Long-Term Performance Bonus for
any incomplete performance cycle(s) as of the Participant’s Date of
Termination, multiplied by a fraction the numerator of which shall be the number
of days the Participant was employed by the Company during the applicable
performance cycle and the denominator of which shall be the total number of days
in the performance cycle; and 


                (d)   
within ten (10) days following the Date of Termination (or, if later, the
execution by the Participant of the Separation Agreement and Release), a cash
payment equal to the Company’s monthly premium cost of health care for
Participant and/or the Participant’s family at the Date of Termination,
multiplied by eighteen (18); and 


                (e)   
for a period of one (1) year following the Participant’s Date of
Termination, the Company shall make outplacement services available to the
Participant in accordance with its outplacement policy in effect immediately
before the Change in Control (or if no such policy is in effect, the Participant
may choose a provider of outplacement services, provided that the total
cost of such outplacement services for the Participant shall not exceed $10,000
USD); and 


                (f)   
if on the Date of Termination the Participant is working in a country other than
the Participant’s Home Country and the Participant wishes to relocate to
such Participant’s Home Country within one (1) year following the Date of
Termination, the Company shall provide relocation benefits to the Participant
and his or her dependants in accordance with the Company’s relocation
program as in effect immediately before the Change in Control (or if no such
program is in effect, the Company shall reimburse the Participant for reasonable
relocation benefits incurred by the Participant and his or her dependants in
returning to the Participant’s Home Country to the extent that such costs
do not exceed $75,000 USD); and 


                (g)   
to the extent provided in Appendix A, if the Participant is subject to the
excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as
amended (the “Excise Tax”), a gross-up payment in
accordance with the provisions of Appendix A. 


                Except
as otherwise expressly provided pursuant to this Policy, this Policy shall be construed
and administered in a manner which avoids duplication of compensation and benefits which
may be provided under any other plan, program, policy, or other 




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arrangement or individual
contract. In the event a Participant is covered by any other plan, program, policy,
individually negotiated agreement or other arrangement, in effect as of his or her Date of
Termination, that may duplicate the payments and benefits provided for in this Section 4,
the Board is specifically empowered to reduce or eliminate the duplicative benefits
provided for under the Policy. 


                5.   
Withholding Taxes. The Company may withhold from all
payments due to the Participant (or his beneficiary or estate) hereunder all
taxes which, by applicable federal, state, local or other law, the Company is
required to withhold therefrom. 


                6.   
Reimbursement of Expenses. Except as provided in
Section 16(a) of a Participant’s Employment and Confidentiality
Agreement, if any contest or dispute shall arise under this Policy involving
termination of a Participant’s employment with the Company or involving the
failure or refusal of the Company to perform fully in accordance with the terms
hereof, the Company shall reimburse the Participant on a current basis for all
reasonable legal fees and related expenses, if any, incurred by the Participant
in connection with such contest or dispute (regardless of the result thereof),
together with interest in an amount equal to the prime rate as reported in
The Wall Street Journal, but in no event higher than the maximum legal
rate permissible under applicable law, such interest to accrue thirty (30) days
from the date the Company receives the Participant’s statement for such
fees and expenses through the date of payment thereof, regardless of whether or
not the Participant’s claim is upheld by a court of competent jurisdiction
or an arbitration panel; provided, however, that the Participant
shall be required to repay immediately any such amounts to the Company to the
extent that a court or an arbitration panel issues a final and non-appealable
order setting forth the determination that the position taken by the Participant
was frivolous or advanced by the Participant in bad faith. 


                7.   
Scope of Policy. Nothing in this Policy shall be deemed to
entitle the Participant to continued employment with the Company or its
Subsidiaries, and if a Participant’s employment with the Company shall
terminate prior to a Change in Control, the Participant shall have no further
rights under this Policy (except as otherwise provided hereunder);
provided, however, that any termination of a Participant’s
employment during the Termination Period shall be subject to all of the
provisions of this Policy. 


                8.   
Successors; Binding Agreement. 


                (a)   
This Policy shall not be terminated by any Business Combination. In the event of
any Business Combination, the provisions of this Policy shall be binding upon
the Surviving Corporation, and such Surviving Corporation shall be treated as
the Company hereunder. 




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                (b)   
The Company agrees that in connection with any Business Combination, it will
cause any successor entity to the Company unconditionally to assume all of the
obligations of the Company hereunder. Failure of the Company to obtain such
assumption prior to the effectiveness of any such Business Combination that
constitutes a Change in Control, shall be a breach of this Policy and shall
constitute Good Reason hereunder and shall entitle the Participant to
compensation and other benefits from the Company in the same amount and on the
same terms as the Participant would be entitled hereunder if the
Participant’s employment were terminated following a Change in Control by
reason of a Qualifying Termination. For purposes of implementing the foregoing,
the date on which any such Business Combination becomes effective shall be
deemed the date Good Reason occurs, and shall be the Date of Termination if
requested by a Participant. 


                (c)   
The benefits provided under this Policy shall inure to the benefit of and be
enforceable by the Participant’s personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees. If the Participant shall die while any amounts would be payable to the
Participant hereunder had the Participant continued to live, all such amounts,
unless otherwise provided herein, shall be paid in accordance with the terms of
this Policy to such person or persons appointed in writing by the Participant to
receive such amounts or, if no person is so appointed, to the Participant’s
estate. 


                9.   
Notice. (a) For purposes of this Policy, all notices and
other communications required or permitted hereunder shall be in writing and
shall be deemed to have been duly given when delivered or five (5) days after
deposit in the United States mail, certified and return receipt requested,
postage prepaid, addressed as follows: 


                If
to the Participant:  the address listed as the Participant’s address in the Company’s
personnel files.  


                If
to the Company:


                Computer
Associates International, Inc.

                Attention: Corporate Secretary

                One Computer Associates Plaza

                Islandia, NY 11749 


or to such other address as
either party may have furnished to the other in writing in accordance herewith,
except that notices of change of address shall be effective only upon receipt.



                (b)   
A written notice of the Participant’s Date of Termination by the Company or
the Participant, as the case may be, to the other, shall (i) indicate the
specific termination provision in this Policy relied upon, (ii) to the extent
applicable, set forth in 





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reasonable detail the facts and circumstances claimed
to provide a basis for termination of the Participant’s employment under
the provision so indicated and (iii) specify the termination date (which date
shall be not less than fifteen (15) nor more than sixty (60) days after the
giving of such notice). The failure by the Participant or the Company to set
forth in such notice any fact or circumstance which contributes to a showing of
Good Reason or Cause shall not waive any right of the Participant or the Company
hereunder or preclude the Participant or the Company from asserting such fact or
circumstance in enforcing the Participant’s or the Company’s rights
hereunder. 


                10.   
Full Settlement; Resolution of Disputes and Costs.



                (a)   
The Company’s obligation to make any payments provided for in this Policy
and otherwise to perform its obligations hereunder shall be in lieu and in full
settlement of all other severance payments to the Participant under any other
severance or employment agreement between the Participant and the Company, and
any severance plan of the Company. In no event shall the Participant be
obligated to seek other employment or take other action by way of mitigation of
the amounts payable to the Participant under any of the provisions of this
Policy and, except as provided in the Separation Agreement and Release, such
amounts shall not be reduced whether or not the Participant obtains other
employment. 


                (b)   
Any dispute or controversy arising under or in connection with this Policy shall
be settled exclusively by arbitration in New York by three arbitrators in
accordance with the commercial arbitration rules of the American Arbitration
Association (“AAA”) then in effect. One
arbitrator shall be selected by the Company, the other by the Participant and
the third jointly by these arbitrators (or if they are unable to agree within
thirty (30) days of the commencement of arbitration the third arbitrator will be
appointed by the AAA). Judgment may be entered on the arbitrators’ award in
any court having jurisdiction. In the event of any such dispute or controversy
arising during a Termination Period, the Company shall bear all costs and
expenses arising in connection with any arbitration proceeding on the same terms
as set forth in Section 6 of this Policy. Notwithstanding anything in this
Policy to the contrary, any court, tribunal or arbitration panel that
adjudicates any dispute, controversy or claim arising between a Participant and
the Company, or any of their delegates or successors, in respect of a
Participant’s Qualifying Termination, will apply a de novo
standard of review to any determinations made by such person. Such
de novo standard shall apply notwithstanding the grant of full
discretion hereunder to any such person or characterization of any such decision
by such person as final, binding or conclusive on any party. 


                11.   
Employment with Subsidiaries. Employment with the Company
for purposes of this Policy shall include employment with any Subsidiary.



                12.   
Survival. The respective obligations and benefits afforded
to the Company and the Participant as provided in Sections 4 (to the extent that
payments or 




-11- 







benefits are owed as a result of a termination of employment that
occurs during the term of this Policy) 5, 6, 8(c) and 10 shall survive the
termination of this Policy. 


                13.   
GOVERNING LAW; VALIDITY. THE INTERPRETATION, CONSTRUCTION
AND PERFORMANCE OF THIS POLICY SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
THE PRINCIPLE OF CONFLICTS OF LAWS, AND APPLICABLE FEDERAL LAWS. THE INVALIDITY
OR UNENFORCEABILITY OF ANY PROVISION OF THIS POLICY SHALL NOT AFFECT THE
VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION OF THIS POLICY, WHICH OTHER
PROVISIONS SHALL REMAIN IN FULL FORCE AND EFFECT. 


                14.   
Amendment and Termination. The Board may amend or terminate
the Policy at any time; provided, however, that during the period
commencing on a Change in Control and ending on the second anniversary of the
Change in Control, the Policy may not be amended or terminated by the Board in
any manner which is materially adverse to the interests of any Participant then
listed on Schedule A, B or C without the prior written consent of such
Participant; provided, further, that any termination or amendments
to the Policy that are adverse to the interests of any Participant then listed
on Schedule A, B or C, and that occur during the period of time beginning on a
date three (3) months prior to a Potential Change in Control and ending on the
termination of the agreement that constituted the Potential Change in Control,
shall be void. 


                15.   
Interpretation and Administration. The Policy shall be
administered by the Board. The Board may delegate any of its powers under the
Policy to the Compensation and Human Resource Committee of the Board (or any
successor committee). The Board or the Compensation and Human Resource Committee
(or any successor committee) shall have the authority (i) to exercise all of the
powers granted to it under the Policy, (ii) to construe, interpret and implement
the Policy, (iii) to prescribe, amend and rescind rules and regulations relating
to the Policy, (iv) to make all determinations necessary or advisable in
administration of the Policy and (v) to correct any defect, supply any omission
and reconcile any inconsistency in the Policy. Actions of the Board or the
Compensation and Human Resource Committee (or any successor committee) shall be
taken by a majority vote of its members. 


                16.   
Claims and Appeals. Participants may submit claims for
benefits by giving notice to the Company pursuant to Section 9 of this Policy.
If a Participant believes that he or she has not received coverage or benefits
to which he or she is entitled under the Policy, the Participant may notify the
Board in writing of a claim for coverage or benefits. If the claim for coverage
or benefits is denied in whole or in part, the Board shall notify the applicant
in writing of such denial within thirty (30) days (which may be extended to
sixty (60) days under special circumstances), with such notice setting forth:
(i) the specific reasons for the denial; (ii) the Policy provisions upon which
the denial is 




-12- 






based; (iii) any additional
material or information necessary for the applicant to perfect his or her claim;
and (iv) the procedures for requesting a review of the denial. Upon a denial of
a claim by the Board, the Participant may: (i) request a review of the denial by
the Board or, where review authority has been so delegated, by such other person
or entity as may be designated by the Board for this purpose; (ii) review any
Policy documents relevant to his or her claim; and (iii) submit issues and
comments to the Board or its delegate that are relevant to the review. Any
request for review must be made in writing and received by the Board or its
delegate within sixty (60) days of the date the applicant received notice of the
initial denial, unless special circumstances require an extension of time for
processing. The Board or its delegate will make a written ruling on the
applicant’s request for review setting forth the reasons for the decision
and the Policy provisions upon which the denial, if appropriate, is based. This
written ruling shall be made within thirty (30) days of the date the Board or
its delegate receives the applicant’s request for review unless special
circumstances require an extension of time for processing, in which case a
decision will be rendered as soon as possible, but not later than sixty (60)
days after receipt of the request for review. All extensions of time permitted
by this Section 16 will be permitted at the sole discretion of the Board or its
delegate. If the Board does not provide the Participant with written notice of
the denial of his or her appeal, the Participant’s claim shall be deemed
denied. 


                17.   
Type of Policy. This Policy is intended to be, and shall be
interpreted as an unfunded employee welfare plan under Section 3(1) of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”)
and Section 2520.104-24 of the Department of Labor Regulations, maintained
primarily for the purpose of providing employee welfare benefits, to the extent
that it provides welfare benefits, and under Sections 201, 301 and 401 of ERISA,
as a plan that is unfunded and maintained primarily for the purpose of providing
deferred compensation, to the extent that it provides such compensation, in each
case for a select group of management or highly compensated employees.



                18.   
Nonassignability. Benefits under the Policy may not be
assigned by the Participant. The terms and conditions of the Policy shall be
binding on the successors and assigns of the Company. 


                19.   
Effective Date. The Policy shall be effective as of October
18, 2004. 




-13- 







Schedule A

(2.99 Multiple)



Permanent Chief Executive Officer (n/a)

Executive Vice President and Chief Operating Officer (Jeff Clarke)

Permanent Chief Financial Officer (n/a)



[Employees may be added or eliminated from time to time]











Schedule B

(2.00 Multiple)



Executive Vice President and General Counsel (Kenneth Handal)

Executive Vice President of Product Development and Research (Mark Barrenechea)

Executive Vice President of Partner Advocacy and Indirect Sales (Gary Quinn)

Executive Vice President of Worldwide Sales (Gregory Corgan)



[Employees may be added or eliminated from time to time]









Schedule C

(1.00 Multiple)



Executive Vice President of eTrust (Russell Artzt)

Senior Vice President of CA Technology Services (Una O’Neill)

Senior Vice President and Chief Technology Officer (Yogesh Gupta)



[Employees may be added or eliminated from time to time]








Appendix A 


Additional
Reimbursement Payments by the Company 


                (a)   
Anything in this Policy to the contrary notwithstanding, in the event it shall
be determined that any payment, award, benefit or distribution (or any
acceleration of any payment, award, benefit or distribution) by the Company (or
any of its affiliated entities) or any entity which effectuates a Change in
Control (or any of its affiliated entities) to or for the benefit of the
Participant (whether pursuant to the terms of this Policy or otherwise, but
determined without regard to any additional payments required under this
Appendix A) (the “Payments”) would be
subject to the excise tax imposed by Section 4999 of the Internal Revenue Code
of 1986, as amended (the “Code”), or any interest
or penalties are incurred by the Participant with respect to such excise tax
(such excise tax, together with any such interest and penalties, are hereinafter
collectively referred to as the “Excise Tax”),
then the Company shall pay to the Participant an additional payment (a
“Reimbursement Payment”) in an amount such that
after payment by the Participant of all taxes (including any Excise Tax) imposed
upon the Reimbursement Payment, the Participant retains an amount of the
Reimbursement Payment equal to the Excise Tax imposed upon the Payments. For
purposes of determining the amount of the Reimbursement Payment, the Participant
shall be deemed to (i) pay federal income taxes at the highest marginal
rates of federal income taxation for the calendar year in which the
Reimbursement Payment is to be made and (ii) pay applicable state and local
income taxes at the highest marginal rate of taxation for the calendar year in
which the Reimbursement Payment is to be made, net of the maximum reduction in
federal income taxes which could be obtained from deduction of such state and
local taxes. 


                Notwithstanding
the foregoing provisions of this Appendix A, if it shall be determined that the
Participant is entitled to a Reimbursement Payment, but that the Payments would not be
subject to the Excise Tax if the Payments were reduced by an amount that is no more than
10% of the portion of the Payments that would be treated as “parachute payments”under
Section 280G of the Code, then the amounts payable to the Participant under this Policy
shall be reduced (but not below zero) to the maximum amount that could be paid to the
Participant without giving rise to the Excise Tax (the “Safe Harbor Cap”),
and no Reimbursement Payment shall be made to the Participant. The reduction of the
amounts payable hereunder, if applicable, shall be made by reducing first the payments
under Section 4(a), unless an alternative method of reduction is elected by the
Participant. For purposes of reducing the Payments to the Safe Harbor Cap, only amounts
payable under this Policy (and no other Payments) shall be reduced. If the reduction of
the amounts payable hereunder would not result in a reduction of the Payments to the Safe
Harbor Cap, no amounts payable under this Policy shall be reduced pursuant to this
provision.  









                (b)   
Subject to the provisions of Paragraph (a), all determinations required to be
made under this Appendix A, including whether and when a Reimbursement Payment
is required, the amount of such Reimbursement Payment, the amount of any Option
Redetermination (as defined below), the reduction of the Payments to the Safe
Harbor Cap and the assumptions to be utilized in arriving at such
determinations, shall be made by a public accounting firm that is retained by
the Company as of the date immediately prior to the Change in Control (the
“Accounting Firm”) which shall provide detailed
supporting calculations both to the Company and the Participant within fifteen
(15) business days of the receipt of notice from the Company or the Participant
that there has been a Payment, or such earlier time as is requested by the
Company (collectively, the “Determination”). For
the avoidance of doubt, the Accounting Firm may use the Option Redetermination
amount in determining the reduction of the Payments to the Safe Harbor Cap.
Notwithstanding the foregoing, in the event (i) the Board shall determine prior
to the Change in Control that the Accounting Firm is precluded from performing
such services under applicable auditor independence rules or (ii) the Audit
Committee of the Board determines that it does not want the Accounting Firm to
perform such services because of auditor independence concerns or (iii) the
Accounting Firm is serving as accountant or auditor for the person(s) effecting
the Change in Control, the Board shall appoint another nationally recognized
public accounting firm to make the determinations required hereunder (which
accounting firm shall then be referred to as the Accounting Firm hereunder). All
fees and expenses of the Accounting Firm shall be borne solely by the Company,
and the Company shall enter into any agreement reasonably requested by the
Accounting Firm in connection with the performance of the services hereunder.
The Reimbursement Payment under this Appendix A with respect to any Payments
shall be made no later than thirty (30) days following such Payment. If the
Accounting Firm determines that no Excise Tax is payable by a Participant, it
shall furnish the Participant with a written opinion to such effect, and to the
effect that failure to report the Excise Tax, if any, on the Participant’s
applicable federal income tax return will not result in the imposition of a
negligence or similar penalty. In the event the Accounting Firm determines that
the Payments shall be reduced to the Safe Harbor Cap, it shall furnish the
Participant with a written opinion to such effect. The Determination by the
Accounting Firm shall be binding upon the Company and the Participant.



                As
a result of the uncertainty in the application of Section 4999 of the Code at
the time of the Determination, it is possible that Reimbursement Payments which
will not have been made by the Company should have been made
(“Underpayment”) or Reimbursement Payments are
made by the Company which should not have been made
(“Overpayment”), consistent with the calculations
required to be made hereunder. In the event the amount of the Reimbursement
Payment is less than the amount necessary to reimburse the Participant




A-2 







for the Excise Tax, the
Accounting Firm shall determine the amount of the Underpayment that has occurred
and any such Underpayment (together with interest at the rate provided in
Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or
for the benefit of the Participant. In the event the amount of the Reimbursement
Payment exceeds the amount necessary to reimburse the Participant for
the Excise Tax, the Accounting Firm shall determine the amount of the
Overpayment that has been made and any such Overpayment (together with interest
at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid
by the Participant (to the extent the Participant has received a refund if the
applicable Excise Tax has been paid to the Internal Revenue Service) to or for
the benefit of the Company. The Participant shall cooperate, to the extent his
or her expenses are reimbursed by the Company, with any reasonable
requests by the Company in connection with any contests or disputes with the
Internal Revenue Service in connection with the Excise Tax. In the event that
the Company makes a Reimbursement Payment to the Participant and subsequently
the Company determines that the value of any accelerated vesting of stock
options held by the Participant shall be redetermined within the context of
Treasury Regulation §1.280G-1 Q/A 33 (the “Option
Redetermination”), the Participant shall (i) file with the
Internal Revenue Service an amended federal income tax return that claims a
refund of the overpayment of the Excise Tax attributable to such Option
Redetermination and (ii) promptly pay the refunded Excise Tax to the
Company; provided that the Company shall pay all reasonable professional
fees incurred in the preparation of the Participant’s amended federal
income tax return. If the Option Redetermination occurs in the same year that
the Reimbursement Payment is included in the Participant’s taxable income,
then in addition to returning the refund to the Company, the Participant will
also promptly return to the Company any tax benefit realized by the return of
such refund and the return of the additional tax benefit payment (all
determinations pursuant to this sentence shall be made by the Accounting
Firm). In the event that amounts payable to the Participant under this
Policy were reduced pursuant to the second paragraph of Paragraph (a) and
subsequently the Participant determines there has been an Option Redetermination
that reduces the value of the Payments attributable to such options, the Company
shall promptly pay to the Participant any amounts payable under this Policy that
were not previously paid solely as a result of the second paragraph of Paragraph
(a) up to the Safe Harbor Cap. 





A-3








Exhibit A



FORM OF CIC SEPARATION AGREEMENT AND RELEASE (HEREIN

“AGREEMENT”)


                Computer
Associates International, Inc. (the “Company”) and _______________ (“Executive”)
agree as follows: 


        1.   
Executive’s employment with the Company will terminate effective
[Date]. 


        2.   
Executive agrees to make himself reasonably available to the Company to respond
to requests by the Company for information concerning litigation, regulatory
inquiry or investigation, involving facts or events relating to the Company that
may be within his knowledge. Executive will cooperate fully with the Company in
connection with any and all future litigation or regulatory proceedings brought
by or against the Company to the extent the Company reasonably deems
Executive’s cooperation necessary. Executive will be entitled to
reimbursement of reasonable out-of-pocket expenses (not including counsel fees)
incurred in connection with fulfilling his obligations under this Section 2.



        3.   
In consideration of Executive’s undertakings herein, the Company will pay
an amount equal to $____________ in accordance with Section 4 of the
Company’s Change in Control Severance Policy (the “CIC Severance
Policy”), less required deductions (including, but not limited to, federal,
state and local tax withholdings) as separation/severance pay (the
“Severance Payment”). The Severance Payment will be paid in accordance
with the CIC Severance Policy. Payment of the Severance Payment is contingent
upon the execution of this Agreement by Executive and Executive’s
compliance with all terms and conditions of this Agreement and the CIC Severance
Policy. Executive agrees that if this Agreement does not become effective, the
Company shall not be required to make any further payments to Executive pursuant
to this Agreement or the CIC Severance Policy and shall be entitled to recover
all payments already made by it (including interest thereon). 


        4.   
Executive understands and agrees that any amounts that Executive owes the
Company, including any salary or other overpayments related to Executive’s
employment with the Company, will be offset and deducted from Executive’s
final paycheck from the Company. Executive specifically authorizes the Company
to offset and deduct any such amounts from his final paycheck. Executive agrees
and acknowledges that, to the extent the amount of Executive’s final
paycheck is not sufficient to repay the full amount that Executive owes to the
Company, if any, the full remaining amount owed to the Company, if any, will be
offset and deducted from the amount of the Severance Payment. Executive
specifically authorizes the Company to offset and deduct any such amounts from
his Severance Payment. 







        5.   
Executive agrees that, after payment of Executive’s final paycheck on
[Date] and the Severance Payment, Executive will have received all
compensation and benefits that are due and owing to Executive by the Company,
including but not limited to salary, vacation pay, bonus, commissions and
incentive/override compensation but excluding any benefits or services provided
pursuant to Sections 4(e) and 4(f) of the CIC Severance Policy. 


        6.   
Executive represents that he has returned to the Company all property or
information, including, without limitation, all reports, files, memos, plans,
lists, or other records (whether electronically stored or not) belonging to the
Company or its affiliates, including copies, extracts or other documents derived
from such property or information. Executive will immediately forfeit all rights
and benefits under this Agreement and the CIC Severance Policy, including,
without limitation, the right to receive any Severance Payment if Executive,
directly or indirectly, at any time (i) discloses to any third party or
entity any trade secrets or other proprietary or confidential information
pertaining to the Company or any of its affiliates or uses such secrets or
information without the prior written consent of the General Counsel of the
Company or (ii) takes any actions or makes or publishes any statements,
written or oral, or instigates, assists or participates in the making or
publication of any such statements which libel, slander or disparage the Company
or any of its past or present directors, officers or employees. Nothing in this
Agreement shall prevent or prohibit Executive or the Company from responding to
an order, subpoena, other legal process or regulatory inquiry directed to them
or from providing information to or making a filing with a governmental or
regulatory body. Executive agrees that upon learning of any order, subpoena or
other legal process seeking information that would otherwise be prohibited from
disclosure under this Agreement, he will promptly notify the Company, in
writing, directed to the Company’s General Counsel. In the event disclosure
is so required, Executive agrees not to oppose any action by the Company to seek
or obtain a protective order or other appropriate remedy. 


        7.   
Executive agrees that Executive’s Employment and Confidentiality Agreement
(the “Employment and Confidentiality Agreement”) shall continue to be
in full force and effect, including but not limited to all non-competition and
non-solicitation provisions contained therein. 


        8.   
Executive hereby represents that he has not filed any action, complaint, charge,
grievance or arbitration against the Company or any of its affiliates in
connection with any matters relating, directly or indirectly, to his employment,
and covenants and agrees not to file any such action, complaint or arbitration
or commence any other judicial or arbitral proceedings against the Company or
any of its affiliates with respect to events occurring prior to the termination
of his employment with the Company or any affiliates thereof. 


        9.   
Effective on [Date], the Company will cease all health benefit coverage
and other benefit coverage for Executive. 




Ex-2 






        10.   
GENERAL RELEASE – Effective as of the Effective Date, and in return
for the consideration set forth above, Executive agrees not to sue or file any
action, claim, or lawsuit against the Company, agrees not to pursue, seek to
recover or recover any alleged damages, seek to obtain or obtain any other form
of relief or remedy with respect to, and cause the dismissal or withdrawal of,
any lawsuit, action, claim, or charge against the Company, and Executive agrees
to waive all claims and release and forever discharge the Company, its officers,
directors, subsidiaries, affiliates, parents, attorneys, shareholders and
employees from any claims, demands, actions, causes of action or liabilities for
compensatory damages or any other relief or remedy, and obligations of any kind
or nature whatsoever, based on any matter, cause or thing, relating in any way,
directly or indirectly, to his employment, from the beginning of time through
the Effective Date of this Agreement, whether known or unknown, fixed or
contingent, liquidated or unliquidated, and whether arising from tort, statute,
or contract, including, but not limited to, any claims arising under or pursuant
to the California Fair Employment and Housing Act, Title VII of the Civil Rights
Act of 1964, the Civil Rights Act of 1871, the Civil Rights Act of 1991, the
Americans with Disabilities Act, the Rehabilitation Act, the Family and Medical
Leave Act of 1993, the Occupational Safety & Health Act, the Employee
Retirement Income Security Act of 1974, the Older Workers Benefit Protection Act
of 1990, the Worker Adjustment and Retraining Notification Act, the Fair Labor
Standards Act, the Age Discrimination in Employment Act of 1967
(“ADEA”), New York State Labor Law, New York State Human Rights Law,
New York Human Rights Law, and any other state, federal, city, county or local
statute, rule, regulation, ordinance or order, or the national or local law of
any foreign country, any claim for future consideration for employment with the
Company, any claims for attorneys’ fees and costs and any employment rights
or entitlement law, and any claims for wrongful discharge, intentional
infliction of emotional distress, defamation, libel or slander, payment of
wages, outrageous behavior, breach of contract or any duty allegedly owed to
Executive, discrimination based upon race, color, ethnicity, sex, age, national
origin, religion, disability, sexual orientation, or another unlawful criterion
or circumstance, and any other theory of recovery. It is the intention of the
parties to make this release as broad and as general as the law permits.



        [Executive
acknowledges that he is aware of, has read, has had explained to him by his attorneys,
understands and expressly waives any and all rights he has or may have under Section 1542
of the California Civil Code, which provides as follows:  


	  	
“A general release does not extend to claims which the creditor does not
know or suspect to exist in his favor at the time of executing the release,
which if known by him must have materially affected his settlement with the
debtor.”]* 





_________________ 


* Include bracketed
language for California employees. 




Ex-3 







        11.   
Executive acknowledges that he may later discover facts different from or in
addition to those which he knows or believes to be true now, and he agrees that,
in such event, this Agreement shall nevertheless remain effective in all
respects, notwithstanding such different or additional facts or the discovery of
those facts. 


        12.   
This Agreement may not be introduced in any legal or administrative proceeding,
or other similar forum, except one concerning a breach of this Agreement or the
CIC Severance Policy. 


        13.   
Executive acknowledges that Executive has made an independent investigation of
the facts, and does not rely on any statement or representation of the Company
in entering into this Agreement, other than those set forth herein. 


        14.   
Executive agrees that, without limiting the Company’s remedies, should he
commence, continue, join in, or in any other manner attempt to assert any claim
released in connection herewith, or otherwise violate in a material fashion any
of the terms of this Agreement, the Company shall not be required to make any
further payments to the Executive pursuant to this Agreement or the CIC
Severance Policy and shall be entitled to recover all payments already made by
it (including interest thereon), in addition to all damages, attorneys’
fees and costs the Company incurs in connection with Executive’s breach of
this Agreement. Executive further agrees that the Company shall be entitled to
the repayments and recovery of damages described above without waiver of or
prejudice to the release granted by him in connection with this Agreement, and
that his violation or breach of any provision of this Agreement shall forever
release and discharge the Company from the performance of its obligations
arising from the Agreement. 


        15.   
Executive has been advised and acknowledges that he has been given forty-five
(45) days to consider signing this Agreement, he has seven (7) days following
his signing of this Agreement to revoke and cancel the terms and conditions
contained herein, and the terms and conditions of this Agreement shall not
become effective or enforceable. until the revocation period has expired (the
“Effective Date”). 


        16.   
Executive acknowledges that Executive has been advised hereby to consult with,
and has consulted with, an attorney of his choice prior to signing this
Agreement. 


        17.   
Executive acknowledges that Executive has fully read this Agreement, understands
the contents of this Agreement, and agrees to its terms and conditions of his
own free will, knowingly and voluntarily, and without any duress or coercion.



        18.   
Executive understands that this Agreement includes a final general release, and
that Executive can make no further claims against the Company or the persons
listed in Section 10 of this Agreement relating in any way, directly or
indirectly, to his employment. Executive also understands that this Agreement
precludes Executive from recovering any damages or other relief as a result of
any lawsuit, grievance, charge or




Ex-4 






claim brought on Executive’s behalf
against the Company or the persons listed in Section 10 of this Agreement.



        19.   
Executive acknowledges that Executive is receiving adequate consideration (that
is in addition to what Executive is otherwise entitled to) for signing this
Agreement. 


        20.   
This Agreement and the CIC Severance Policy constitute the complete
understanding between Executive and the Company regarding the subject matter
hereof and thereof. No other promises or agreements regarding the subject matter
hereof and thereof will be binding unless signed by Executive and the Company.



        21.   
Executive and the Company agree that all notices or other communications
required or permitted to be given under the terms of this Agreement shall be
given in accordance with Section 9 of the CIC Severance Policy. 


        22.   
Executive and the Company agree that any disputes relating to any matters
covered under the terms of this Agreement shall be resolved in accordance with
Section 10 of the CIC Severance Policy. 


        23.   
By entering into this Agreement, the Company does not admit and specifically
denies any liability, wrongdoing or violation of any law, statute, regulation or
policy, and it is expressly understood and agreed that this Agreement is being
entered into solely for the purpose of amicably resolving all matters of any
kind whatsoever between Executive and the Company. 


        24.   
In the event that any provision or portion of this Agreement shall be determined
to be invalid or unenforceable for any reason, the remaining provisions or
portions of this Agreement shall be unaffected thereby and shall remain in full
force and effect to the fullest extent permitted by law. 


        25.   
The respective rights and obligations of the parties hereunder shall survive any
termination of this Agreement to the extent necessary for the intended
preservation of such rights and obligations. 


        26.   
Unless expressly specified elsewhere in this Agreement, this Agreement shall be
governed by and construed and interpreted in accordance with the laws of the
State of New York without reference to the principles of conflict of law.





Ex-5 







        27.   
This Agreement may be executed in one or more counterparts. 




		Company

		Executive


	By:			
		

		


	Date:			Date:






Ex-6