EX-10.1






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.



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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 extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the service provider. In
addition, the need to pay for medical expenses, including nonrefundable deductibles, as
well as for the costs of prescription drug medication, may constitute an unforeseeable
emergency. Finally, the need to pay for the [Section?] 353 funeral expenses of a spouse, a
beneficiary, or a dependent (as defined in Section 152 of the Code, without regard to
section 152(b)(1), (b)(2), and (d)(1)(B)) of the Code may also constitute an unforeseeable
emergency. The Eligible Director shall provide to the Committee such evidence as the
Committee, in its discretion, may require to demonstrate that such emergency exists and
financial hardship would occur if the withdrawal were not permitted. The withdrawal shall
be limited to the number of Shares necessary to meet the unforeseen financial hardship if
the Eligible Director has an unexpected need for cash to pay for expenses incurred by him
or her or a member of his or her immediate family (spouse and/or natural or adopted
children), such as those arising from illness, casualty loss or death. Cash needs arising
from foreseeable events, such as the purchase or building of a house or education expenses,
will not be considered to be the result of an unforeseen financial emergency.  




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
extraordinary and unforeseeable circumstances arising as a result of events beyond the
control of the service provider. In addition, the need to pay for medical expenses,
including nonrefundable deductibles, as well as for the costs of prescription drug
medication, may constitute an unforeseeable emergency. Finally, the need to pay for the
Section 353 funeral expenses of a spouse, a beneficiary, or a dependent (as defined in
Section 152 of the Code, without regard to Section 152(b)(1), (b)(2), and (d)(1)(B)) of the
Code may also constitute an unforeseeable emergency. The Eligible Director shall provide
to the Committee such evidence as the Committee, in its discretion, may require to
demonstrate that such emergency exists and financial hardship would occur if the withdrawal
were not permitted. The withdrawal shall be limited to the number of Shares necessary to
meet the unforeseen financial hardship if the Eligible Director has an unexpected need for
cash to pay for expenses incurred by him or her or a member of his or her immediate family
(spouse and/or natural or adopted children), such as those arising from illness, casualty
loss or death. Cash needs arising from foreseeable events, such as the purchase or
building of a house or education expenses, will not be considered to be the result of an
unforeseen financial emergency.  



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Section 409A. To extent an Eligible Director would otherwise be entitled to any payment
that, under this Plan, constitutes “deferred compensation” subject to Section 409A, such
payments shall be paid or provided to an Eligible Director only upon a “separation from
service” as defined in Treasury Regulation §1.409A-1(h). Notwithstanding anything to the
contrary in the Plan or elsewhere, any payment or benefit under this Plan that is exempt
from Section 409A pursuant to Treasury Regulation §1.409A-1(b)(9)(v)(A) or (C) shall be
paid or provided to the Eligible Director only to the extent that the expenses are not
incurred, or the benefits are not provided, beyond the last day of the Eligible Director’s
second taxable year following the taxable year in which the “separation from service”
occurs; and provided further that such expenses are reimbursed no later than the last day
of the third taxable year following the taxable year in which an Eligible Director’s
“separation from service” occurs.  Except as otherwise expressly provided herein, to the
extent any expense reimbursement or the provision of any in-kind benefit under this Plan is
determined to be subject to Section 409A of the Code, the amount of any such expenses
eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year
shall not affect the expenses eligible for reimbursement in any other taxable year (except
for any life-time or other aggregate limitation applicable to medical expenses), in no
event shall any expenses be reimbursed after the last day of the calendar year following
the calendar year in which you incurred such expenses, and in no event shall any right to
reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange
for another benefit.



          IN WITNESS WHEREOF, the Company has caused this First Amendment to the 2003 Plan to be
executed by its duly executed designated officers to be effective as of the date hereof.




CA, INC>




	 	 	 	 	 
	By:

	 	/s/ Andrew Goodman	 	 
	 

	 	 

	 	 
	 

	 	    Andrew Goodman

    Executive Vice President, Global Human Resource	 	 







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