[Letterhead of CA, Inc.]

Your salary, all applicable benefits and vesting of equity will continue through June 30, 2014 (the “Termination Date”); until the Termination Date, you will be expected to assist with transition issues, on an “as needed basis,” at the reasonable request of the Chief Human Resources Officer.

In accordance with the Agreement, paragraph 5(B), the Company will pay you a lump sum of CDN$1,400,000.00, less applicable deductions and required withholdings, no later than the sixtieth (60^th) calendar day following the Termination Date, subject to and conditional upon your agreement to execute and return the enclosed release, waiver and non-competition agreement.

You will also participate in the medical and dental benefits provided by the Company to its active employees (based on the coverage you currently have) until no later than June 30, 2015. If you become eligible for similar coverage through a new employer, you will notify us to terminate this coverage. You will be responsible for the tax associated with this benefit such that the full value will be imputed as income to you for the year in which the benefit is provided. The Company will also offer you Senior Executive Outplacement Assistance for a period of six (6) months at a level commensurate with your position and through an agency chosen by the Company. You may commence the six-month program any time before June 30, 2015. You understand and agree that the Company does not assign any cash value to these services and that you do not have the option of requesting a cash payment in lieu of these services. Further, the Company will continue to reimburse you for reasonable expenses associated with financial planning and tax preparation services provided through June 30, 2015, not to exceed CDN$18,000 in total for the period from April 1, 2014 through June 30, 2015, subject to your submission of invoices for such services to the Chief Human Resources Officer no later than July 31, 2015.

Additionally, you will be eligible to receive a portion of the FY15 annual cash bonus, pro-rated from April 1, 2014 to the Termination Date; the amount of such FY15 annual cash bonus will be determined based on actual performance of the Company as determined by the Compensation Committee and paid at the time such bonus would have otherwise been paid, subject to and conditional upon your agreement to execute and return the enclosed release, waiver and non-competition agreement. You will also be eligible for your FY14 annual cash bonus, based on actual performance of the Company as determined by the Compensation Committee, after the end of the FY14 performance cycle. Determinations made by the Compensation Committee of the actual performance of the Company shall be consistent with that made generally to the executive management team.

Although not required under the Agreement, the Company is also prepared to provide you with a pro-rata portion of your FY13, FY14 and FY15 3-year Performance Share Awards, based on the

Any unvested Initial Equity Awards (specifically, RSU’s and stock options granted pursuant to paragraphs 4(A) and (B) of the Agreement) will vest upon the Termination Date. In accordance with the Incentive Plan, you will have ninety (90) days from the Termination Date to exercise vested stock options. Any and all other equity will be governed by the terms of the applicable grant agreements and incentive plans.

In addition, as of May 13, 2014, you understand and agree that you will no longer be a participant in the Company’s Change in Control Severance Policy.

In accordance with applicable law and the Company’s Bylaws as in effect from time to time, the Company agrees that it will indemnify you with respect to any action, suit or proceeding to which you are made or threatened to be made a party that arises out of the good faith performance of your job responsibilities with the Company..

I acknowledge that in my capacity as a senior executive of the Releasee I was privy to a wide range of confidential information. Some examples of the types of confidential information that I learned in my role include (but are not limited to): The Releasee's short-term and long-term business and technology strategy and overall strategic plan; the strategies the Releasee utilized and the strategies the Releasee was developing to compete effectively in the marketplace; information about the Releasee's growth strategy including entities it was considering acquiring or developing strategic partnerships with; information about the Releasee's sales strategies and pricing plans; information concerning existing or prospective customers; and, information about the Releasee's product roadmap.

I agree that the Releasee would be severely damaged if I disclosed confidential information that I learned during my tenure to a competitor or if I accepted a position with a competitor that involved sales or sales-related activities or the development or oversight of corporate or technology strategy. I further acknowledge that it would be impossible for me to work in a sales or strategic position with the Releasee's competitors without inevitably using and/or disclosing confidential information that I learned in my senior executive role with the Releasee. Therefore, in furtherance of my duty of loyalty to the Releasee and to prevent this harm, I promise that until June 15, 2015, I will not:

accept or act in an executive or senior position (as an owner, employee, consultant or in any other capacity) involving sales or sales-related activities, software development or the development or oversight of corporate or technology strategy with any of the following companies or their affiliates, subsidiaries or successors in interest (the “Restricted” Company or Companies): Gartner, BMC, Compuware, HP, EMC, Oracle, VMWare, ServiceNow, Solar Winds, AppDynamics or New Relic. Notwithstanding the above, I understand that after June 15, 2014, the Releasee will permit me to accept employment with a division of a Restricted Company only if (1) such division does not license or lease products or provide services that are competitive with products that are licensed or leased or services that are provided by the Releasee; and, (2) my employment at the Restricted Company will not involve or influence the strategy, software development or sales of any division of a Restricted Company that is competitive with the business of the Releasee. I understand and agree that before accepting such position with a division of a Restricted Company, I must request and receive the written approval of the Releasee’s Chief Human Resources Officer, such approval not to be unreasonably withheld;

solicit, call on, service or induce others to solicit, call on or service any "Customer" for the purpose of inducing it to license or lease a product or purchase a service that competes with a product or service offered by the Releasee. A "Customer," for purposes of this Agreement, is any person or business entity that licensed or leased a Releasee product or purchased a service within the 18 months preceding my Termination Date;

solicit, call on, or induce others to solicit or call on, any "Prospective Customer" for the purpose of inducing it to license or lease a product or purchase a service which competes with a product or service offered by the Releasee. A "Prospective Customer," for purposes of this Agreement, is any person or business entity that I solicited (whether directly or through another employee or agent of the Releasee at my direction) on behalf of the Releasee anytime within the 9 months preceding my Termination Date; and,

solicit or encourage or endeavor to cause, directly or indirectly, any employee or contractor of the Releasee to leave his or her employment or placement with the Releasee, or breach his or her Confidentiality Agreement or employment or placement agreement with the Releasee.

This Non-Competition Agreement shall be governed by and, for all purposes, construed in accordance with the laws of Ontario, Canada.

This Non-Competition Agreement shall inure to the benefit of and may be enforced by Releasee, its successors and assigns. I understand and agree that this Non-Competition Agreement is personal to me and I may not assign it.

If the Releasee is successful in a suit or proceeding to enforce any of the terms of this Non-Competition Agreement, I will pay the Releasee’s costs of bringing such suit or proceeding, including its reasonable attorney’s fees and litigation expenses (including expert witness and deposition expenses).