Executive VP and General Counsel Employment Agreement

Exhibit 10.2

[Computer Associates Logo]

June 14, 2004

Kenneth V. Handal 1075 Park Avenue New York, NY 10128

Dear Ken:

Congratulations! Computer Associates International, Inc. (CA) is pleased to offer you the position of Executive Vice President and General Counsel, in our office in Islandia, NY, with a direct report to the Chief Executive Officer. Please note this offer is contingent on upon the successful completion and acceptance of our background verification. We expect your start date to be on or about July 1, 2004.

Your compensation will be an annual base salary of $500,000 paid semi-monthly. Your compensation plan includes an annual bonus with an incentive target of $435,000 and an annual Long Term Incentive Compensation (LTIC) Plan with a $825,000 target, in accordance with the Executive Compensation Plan guidelines and vesting schedule.

The position offered is an exempt position and as such you will not be compensated for overtime. In addition, the executive management of CA will recommend to the Stock Option and Compensation Committee (SO&C) of the Board of Directors (BOD) that they award you (i) an option grant for 55,000 shares (at fair market value), and (ii) a restricted stock grant of 10,000 shares, both upon hire. These CA stock options and restricted stock are subject to the terms and conditions of the Option Plan and/or the Incentive Plan, and are granted at the sole discretion of the SO&C Committee.

Attached is a brief description of your benefits at CA. You will receive more information concerning your benefit program during your orientation on your first day of employment. Also attached is a "Terms and Conditions" rider setting forth other provisions concerning your employment. Note that paragraph 2(b) of the attached "Description of Employment Policies and Procedures" shall not apply with respect to the period of July 1, 2004 through July 1, 2006, as those matters shall be governed by the Terms and Conditions.

This offer is contingent upon your presentation of the original documentation required to establish your identity and permission to work in the United States in accordance with United States immigration law. We have attached the information required to identify the documentation you will need to bring with you on your first day. In the event you cannot produce proper documentation as outlined on the I-9 within 3 business days of your start date, this offer will be considered to have expired.

We look forward to having you join us and we expect that our relationship will be mutually rewarding. To confirm your acceptance of this offer, please forward this document directly back to me via e-mail within five days of receipt. If I have not received your confirmation within five days, this offer will be considered to have expired.

We realize that this is an important decision and want to be certain you have all of the information that you require. Should you have questions or require information beyond what we have already discussed or what is contained in this letter, please call me at 631-342-3288

Sincerely,


Description of Employment Policies and Procedures

These benefits and policies may be modified, changed or terminated at anytime in Computer Associate's sole discretion. None of these benefits are guaranteed by Computer Associates. Except as required by law, the Plan Administrator of any Computer Associates benefit which is covered by the Employment Retirement Income Security Act of 1974, as amended, shall have the discretionary authority to determine eligibility for benefits and construe the terms of plans. In the event of any discrepancy between this document and any other summary of plan benefits, the particular plan document terms shall govern.

1. As a full-time employee of Computer Associates, you must enroll in the company's Long-Term Disability Income Plan in order to be covered by our medical and dental insurance plans. On your first day with us, you will be provided with details of the Disability Income Plan. If you do enroll, your insurance coverage will commence as of the date you begin work for Computer Associates. You will be eligible to participate in our employee benefit programs as described in our current Employee Handbook, which will be provided to you during your initial orientation. 2. You should understand and be aware of certain policies of Computer Associates, which are applicable to all of our employees as follows. Please note that CA may change these policies at anytime during your employment.

a. Computer Associates is an Equal Employment Opportunity Employer and, as such, it is Computer Associates' corporate policy to fill positions with qualified candidates regardless of race, color, sex, age, religion, ancestry, national origin, marital status, sexual preference, disability, veteran status or other protected group status, except where there is a bona fide qualification.

b. Employment with Computer Associates is not for any specific period of time. You are free to resign at any time and, likewise, Computer Associates may terminate its employment arrangement with you at any time with or without cause or advance notice. Neither your offer letter nor this description should be construed as an employment contract or a guarantee of employment for any period in any way.

c. Since our business involves highly confidential proprietary material, we require all employees to execute a standard confidentiality and non-competition agreement. Our offer of employment is subject to your acceptance and execution of this agreement. You will be given a copy to look over and sign on your first day with us.

d. Regular pay is determined by dividing your annual salary by 24 pay periods. Paychecks are direct deposited semi-monthly. Please bring a voided check from your personal bank account on your first day of employment, and you will be asked to fill out an authorization agreement. You are also eligible to become a member of Bethpage Federal Credit Union ("BFCU"). BFCU offers convenient direct deposit checking and other banking services.

3. We are required by the immigration laws to verify each employee's identity and that each employee is entitled to work in the United States. Therefore, on your first day with us, we will ask you to give us identification (such as a Social Security Card or U.S. birth certificate, plus a valid driver's license with photograph) and/or documents establishing your right to be employed in the U.S.A. (such as a U.S. passport, a certificate of U.S. citizenship, a valid foreign passport endorsed to permit employment in the U.S.A. or a resident alien "green" card). We are required by law to have this documentation before you may begin to work for Computer Associates. You may view the list of acceptable documents by going to http://www.ins.usdoj.gov/graphics/formsfee/files/i-9.pdf . 4. In order for CA to comply with its reporting obligations, prior to beginning work, we invite you to consider voluntarily self-identifying yourself to your Human Resources Representative as a disabled veteran, veteran of the Vietnam era or an individual with a disability. Self-identification is not mandatory; it is completely voluntary.


TERMS AND CONDITIONS RIDER

Terms and Conditions Rider ("Rider") attached to and made a part of the letter of Computer Associates International, Inc., ("CA" or the "Company") to Kenneth V. Handal ("Executive") dated June 14, 2004 ("Offer Letter"). As used herein, this "Agreement" means the Offer Letter and attachments thereto, including this Rider. Notwithstanding anything in the Offer Letter (and any other attachments thereto) to the contrary, the parties agree as follows:

1. Employment. The Company shall employ Executive, and Executive accepts employment with the Company, upon the additional terms and conditions set forth herein for the period beginning on or about July 1, 2004 ("Commencement ...