CA, INC. 2011 INCENTIVE PLAN NONQUALIFIED STOCK OPTION AWARD AGREEMENT

THIS AGREEMENT, including without limitation Appendix A hereto, (this "Agreement"), dated as of the date set forth above and entered into by and between CA, Inc., a Delaware corporation (the "Company") and the above-referenced Optionee, provides for the grant of a nonqualified stock option under the CA, Inc. 2011 Incentive Plan (the "Plan"). This Agreement incorporates by reference the terms of the Plan, and Participant’s offer of employment dated [insert] (“Offer of Employment”). In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan will control. Except as otherwise provided in this Agreement, capitalized terms in this Agreement will have the meanings specified in the Plan.

The Company hereby grants to the Optionee an option (the "Option") to purchase the number of shares of Common Stock set forth above at an exercise price per share set forth above which is equal to the Fair Market Value of such shares on the date the Option is granted (the "Grant Date"). The Option is not an "incentive stock option" within the meaning of Section 422 of the Code.

The Option will vest with respect to 34% of the underlying shares of Common Stock on the first anniversary of the Grant Date and with respect to an additional 33% of the underlying shares of Common Stock on each of the second and third anniversaries of the Grant Date. Except as provided in Section 8 and 9 of this Agreement, the Option will expire and will not be exercisable after ten years from Grant Date (the "Expiration Date"). Notwithstanding the foregoing, the Company may extend the term of the Option to reflect certain securities trading blackouts that the Company may impose in order to comply with applicable laws.

To the extent that the Option is exercisable, the Optionee may exercise the Option by delivering to the Company or its agent a properly executed exercise notice on a form approved by the Committee. The Company will not permit the exercise of the Option if the Company determines, in its sole and absolute discretion, that issuance of shares underlying the Option could violate any law or regulation.

In the event of the Optionee's death, the Option may be exercised by the executor or administrator of a deceased Optionee's estate, or by the person or persons to whom the Option has been transferred by the Optionee's will or the applicable laws of descent and distribution, provided that the Company will be under no obligation to deliver shares underlying the Option unless and until the Company is satisfied that the person exercising the Option is the duly appointed executor or administrator of the deceased Optionee or the person to whom the Option has been transferred by the Optionee's will or by the applicable laws of descent and distribution.

Payment of the exercise price of the Option may be made in cash or by certified check, bank draft, wire transfer or postal or express money order or any other form of consideration approved by the Committee. Alternatively, payment of the exercise price may be made by (a) delivering to the Company, or its agent, a properly executed exercise notice, together with irrevocable instructions to a broker to deliver promptly to the Company the amount of sale proceeds with respect to the portion of the shares to be acquired upon exercise having a Fair Market Value on the date of exercise equal to the sum of the applicable portion of the exercise price being so paid and appropriate tax withholding, (b) tendering (actually or by attestation) to the Company previously acquired Shares that have been held by the Optionee for at least six months having a Fair Market Value on the date prior to the date of exercise equal to the applicable portion of the Exercise Price being paid, or (c) any combination of the foregoing. Payment of the exercise price of the Option must be made in full for all shares for which the Option is exercised at the time of such exercise, and no shares will be delivered until such payment is made. Notwithstanding the foregoing, a form of payment will not be available if the Company determines, in its sole and absolute discretion, that such form of payment could violate any law or regulation.

The Company will not be obligated to deliver any shares underlying the Option unless and until the Company is satisfied that (a) proper arrangements have been made with the Company for the payment of any applicable tax withholding obligations, (b) all requirements of all applicable laws have been met, (c) in the event the outstanding Common Stock is at the time listed upon any stock exchange, the shares to be delivered have been listed, or authorized to be listed, upon official notice of issuance upon the exchanges where it is listed, and (d) all legal matters in connection with the issuance and delivery of the shares have been approved by counsel of the Company. The Optionee will have no rights of a stockholder until the shares are actually delivered to the Optionee. Common Stock to be delivered upon the exercise of the Option may constitute an original issue of authorized stock or may consist of treasury stock.

Except as provided below, the Option may not be transferred by the Optionee other than by will or the laws of descent and distribution and during the Optionee's lifetime the Option may be exercised only by the Optionee. Notwithstanding the foregoing, the Option may be transferred by the Optionee to his or her family members or to one or more trusts for the benefit of such family members or to one or more limited partnerships in which such family members are the only partners; provided that (a) the Optionee does not receive any consideration for such transfer, (b) written notice of any proposed transfer and the details thereof will have been furnished to the Committee at least three days in advance of such transfer, and (c) the Committee consents to the transfer in writing. If the Option is transferred pursuant to this provision, it will continue to be subject to the same terms and conditions that were applicable to such Option immediately prior to transfer and the Option may be exercised by the transferee only to the same extent that the option could have been exercised by the Optionee had no transfer been made. For this purpose, the Optionee's "family members" will include the Optionee's spouse, children, grandchildren, parents, grandparents (whether natural, step, adopted or in-laws) siblings, nieces, nephews and grandnieces and grandnephews.

If the Optionee dies or incurs a Termination of Employment due to Disability while employed by or providing services to the Company, any portion of the Option that has not become exercisable as of the date of the Optionee's death or Termination of Employment due to Disability will become exercisable in full and will remain exercisable (a) in the case of the Optionee's death, by the estate of the deceased Optionee or the person given authority to exercise the Option by the Optionee's will or by operation of law for a period of one year following the Optionee's death, but not later than the expiration date of the Option; and (b) in the case of the Optionee's Termination of Employment or Disability, by the Optionee for a period of one year following the Optionee's Termination of Employment due to Disability, but not later than the Expiration Date.

    

The foregoing provision will be applied in compliance with applicable laws, including without limitation the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the Optionee will be subject to such forfeiture and recovery and reimbursement policies that the Company or any of its Related Companies may establish to comply with such laws from time to time.

The Option will not obligate the Company or any Related Company to retain the Optionee in its employ or service for any period.

This Agreement will be governed by the internal substantive laws, and not the choice of law rules, of the State of New York and construed accordingly, to the extent not superseded by applicable federal law. If any provision of the Agreement is held unlawful or otherwise invalid or unenforceable, in whole or in part, the unlawfulness, invalidity or unenforceability will not affect any other provision of this Agreement or part thereof, each of which will remain in full force and effect. Any action related to this Agreement shall be brought exclusively in the federal or state courts of the State of New York, County of Suffolk. The Optionee will accept service of process as provided under New York law or by registered mail, return receipt requested, and waive any objection based upon forum non conveniens or as to personal jurisdiction over the Optionee in federal or state courts of the State of New York, County of Suffolk. The choice of forum set forth in this Section 13 shall not be deemed to preclude the enforcement of any judgment obtained in such forum in any other jurisdiction.

By accepting this Agreement, the Optionee:

may be located in the Optionee's country or elsewhere, and that such recipient's country may have different data privacy laws and protections than the Optionee's country;

This Agreement and the Plan and, to the extent applicable to the Optionee, any written employment agreement between the Optionee and the Company, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements between the parties with respect to the subject matter hereof.

Different restrictions apply if, at or prior to termination, the Optionee was or had been a programmer, software engineer, analyst, support technician, quality assurance technician, technical documentation writer and/or a manager in a research and development capacity. If so, then the Optionee's obligations under this Paragraph

1 shall be satisfied if the Optionee does not, for one year following Termination of Employment for any reason, work on any program or product which may be competitive with any program or product of the Company with which the Optionee was involved in a research and development or support capacity anytime within the 18 months preceding the end of the Optionee's employment with the Company.