EXHIBIT 10.1



 





[LETTERHEAD OF COMPUTER ASSOCIATES INTERNATIONAL, INC.]


August 26, 2004



Mr. Sanjay Kumar


Dear Sanjay:




     In connection with your resignation as an employee of Computer Associates
International, Inc. (“CA”), the Board of Directors has agreed to the following:



     1. The Company will continue to provide you with: (a) telephone and
network connections and support, for which the Company will incur no
incremental cost; and (b) certain home security services, at an annual cost to
the Company of approximately $9000. The Company may determine to revoke these
benefits for good cause, upon sixty days notice to you.



     2. For a period of no more than five years, the Company will provide you
with reasonable office space, including the service of one administrative
assistant of your choice, at a location selected by you but not at a CA
facility. The provision and maintenance of such office space, including
administrative assistance, will be at no cost to you. The Company may
determine to revoke these benefits for good cause, upon sixty days notice to
you.



     3. The Company will provide you, your spouse and your children with
medical insurance for a period of twenty years, from June 30, 2004, subject to
your not obtaining medical insurance as a result of new employment. The
Company will also make you (or, in the event of your death, you wife and
children) whole for income tax obligations related to continued medical
insurance.



     4. The Board of Directors will defer a decision with respect to any
further executive compensation and/or severance payment pending resolution of
the existing investigations by the United States Attorney’s Office for the
Eastern District of New York and the U.S. Securities and Exchange Commission
(collectively, the “Government Litigations”). After resolution of the
Government Litigations, the Board will consider any and all pending issues
related to your compensation within a reasonable time, but in any case not
later than 90 days after such resolution. The Board’s willingness to consider
such compensation issues shall not be deemed to confer a right to you to any
such additional compensation, and the Board may determine not to award such
compensation.


     5. In addition to the foregoing, you and the Board of Directors agree that
any and all applicable statutes of limitations relating to any and all claims
that you or the Company may have against the other will be tolled to the extent
permitted by applicable law pending resolution of the decisions relating to
your compensation described in the previous paragraph. This tolling agreement
may be revoked by the Company or you on thirty days written notice to the
other.



     6. To the extent the Company desires your assistance on any matter, the
Company will compensate you at a daily rate equal to your base salary as of
March 31, 2004 divided by 240, and the Company will provide you with travel
arrangements or reimburse you promptly for any reasonable travel expenses
incurred by you. You and we understand that in no way is the foregoing to be
deemed a consulting agreement and that neither we nor you have an expectation
of a minimum or maximum amount of assistance provided by you to the Company.



	 	 	 
	

	 	Sincerely,
	 
	 	 
	

	 	/s/ Lewis S. Ranieri
	

	 	Lewis S. Ranieri
	

	 	Chairman
	

	 	The Board of Directors
	

	 	Computer Associates International, Inc.






Agreed and acknowledged:




/s/Sanjay Kumar





Sanjay Kumar