B.1.1. General

The purpose of this Charter is to set forth the composition, authority and responsibilities of the Compliance and Risk Committee (the "Committee") of the Board of Directors of CA, Inc. (the "Company").

B.1.2. Composition

The members of the Committee are designated by the Board, on the recommendation of the Corporate Governance Committee of the Board, in accordance with the Company's By-laws, and serve at the discretion of the Board. The Board appoints one member of the Committee as Chair of the Committee.

B.1.3. Authority and Responsibilities

General. The general purposes of the Committee are (i) to provide general oversight to the Company's Risk and Compliance functions; (ii) to provide input to management in the identification, ...

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