EMPLOYMENT AGREEMENT

     This Agreement is entered into by and between CA, Inc. (the Company) and Jeff Clarke (Executive) as of April 1, 2006. On April 23, 2004, Executive was appointed to the position of Chief Operating Officer (the COO Position) of the Company. Executive continues to serve as the Chief Operating Officer of the Company. In consideration of the Company offering, and Executive accepting, the COO Position, Executive and the Company agree as follows:

     1. Work Standards. Executive will continue to (a) serve the Company (and such of its subsidiary companies as the Company may designate) faithfully, diligently and to the best of Executives ability under the direction of the Chief Executive Officer (including any interim Chief Executive Officer) of the Company, (b) devote his best efforts, attention and energy to the performance of his duties to the Company and (c) not do anything inconsistent with his duties to the Company. Executives employment pursuant to the terms of this Agreement shall be effective as of April 1, 2006 and shall end on March 31, 2008, unless earlier terminated in accordance with paragraph 8 of this Agreement or extended by mutual written agreement between the Company and Executive (the Term).

     2. Laws; Other Agreements. Executive represents that his employment hereunder will not violate any law or duty by which he is bound, and will not conflict with or violate any agreement or instrument to which Executive is a party or by which he is bound.

     3. Compensation.

          (a) In consideration of services that Executive has rendered and will render to the Company in the future, the Company agrees to pay Executive the sum of $750,000 per annum (less applicable withholdings) during the Term, payable semi-monthly concurrent with the Companys normal payroll cycle. The Company will pay this amount until Executives employment hereunder terminates.

          (b) (i) In addition, with respect to the fiscal year ending March 31, 2007:

               (A) Executive shall be eligible to receive a 2007 Annual Performance Bonus (payable in cash) for the period from April 1, 2006 through March 31, 2007, with a target amount and such other terms and conditions as determined by the Compensation and Human Resource Committee (the Compensation Committee) of the Board of Directors, provided that such target amount shall not to be less than $800,000; and

               (B) Executive shall be eligible to receive a targeted Long-Term Performance Bonus for the period beginning on April 1, 2006, with a target amount and such other terms and conditions as determined by the Compensation Committee, provided that such target amount shall not to be less than $3,500,000. Such Long-Term Performance Bonus shall vest and the portion of the Performance Bonus payable in options shall become exercisable in accordance with the terms set forth in the resolutions adopted by the Compensation Committee with respect to such Long-Term Performance Bonus.

               (ii) In addition, with respect to the fiscal year ending March 31, 2008:

               (A) Executive shall be eligible to receive a 2008 Annual Performance Bonus for the period from April 1, 2007 through March 31, 2008, with a target amount and such other terms and conditions as determined by the Compensation Committee; and

               (B) Executive shall be eligible to receive a targeted Long-Term Performance Bonus for the period beginning on April 1, 2007, with a target amount and such other terms and conditions as determined by the Compensation Committee.