Securities Exchange Act of 1934
Rule 14a-8

June 27, 2008

Response of the Office of Chief Counsel
Division of Corporation Finance

The proposal would amend the bylaws to provide procedures for reimbursement of reasonable expenses incurred by a stockholder or group of stockholders in a contested election of directors in specified circumstances.

We are unable to concur in your view that CA may exclude the proposal under rule 14a-8(i)(3). Accordingly, we do not believe that CA may omit the proposal from its proxy materials in reliance on rule 14a-8(i)(3).

We are unable to concur in your view that CA may exclude the proposal under rule 14a-8(i)(8). Accordingly, we do not believe that CA may omit the proposal from its proxy materials in reliance on rule 14a-8(i)(8).

Under Section 11(8) of Article IV of the Delaware Constitution, the Delaware Supreme Court may hear and determine questions of law certified to it by the Commission. To help us determine whether you have satisfied your burden of demonstrating that CA may exclude the proposal under rule 14a-8(i)(1) or under rule 14a-8(i)(2), at our request, the Commission has certified the state law questions raised by your letter under rule 14a-8(i)(1) and rule 14a-8(i)(2) to the Delaware Supreme Court, specifically, (1) whether the proposal is a proper subject for action by shareholders as a matter of Delaware law, and (2) whether the proposal, if adopted, would cause CA to violate any Delaware law to which it is subject.

We will promptly notify you of any determination by the Delaware Supreme Court.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2008/ca062708-14a8.htm