8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report(Date of earliest event reported) December 5, 2005
COMPUTER SCIENCES CORPORATION
(Exact name of Registrant as specified in its charter)
Nevada	1-4850		95-2043126
(State or Other Jurisdiction	(Commission		(I.R.S. Employer
of Incorporation)	File Number)		Identification No.)
2100 East Grand Avenue		90245
El Segundo, California		(Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (310) 615-0311
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.	Entry into a Material Definitive Agreement
On December 5, 2005, the Registrant amended the following documents to address the impact of Section 409A of the Internal Revenue Code:
(1)   Computer Sciences Corporation Deferred Compensation Plan
(2)   Computer Sciences Corporation Supplemental Executive Retirement Plan
(3)   Computer Sciences Corporation Severance Plan For Management and Key Employees
(4)   Employment Agreement with Van B. Honeycutt
(5)   Amendment to Restricted Stock Unit Agreements with directors
The amendments are attached as exhibits hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.
		COMPUTER SCIENCES CORPORATION
Dated: December 6, 2005		By /s/ Donald G. DeBuck
		Donald G. DeBuck
		Vice President and Controller

 2

EXHIBIT INDEX
Exhibit
10.1	Amendment and Restatement of the Computer Sciences Corporation Deferred Compensation Plan, effective as of January 1, 2005
10.2	Amendment and Restatement of the Computer Sciences Corporation Supplemental Executive Retirement Plan, effective as of January 1, 2005
10.3	Computer Sciences Corporation Severance Plan For Management and Key Employees, as amended and restated as of January 1, 2005
10.4	Amendment No. 2 to Employment Agreement with Van B. Honeycutt, effective as of December 5, 2005
10.5	Form of Amendment to Restricted Stock Unit Agreements with directors, effective as of December 5, 2005

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EX-10.1

EXHIBIT 10.1

AMENDMENT AND RESTATEMENT OF THE

COMPUTER SCIENCES CORPORATION

DEFERRED COMPENSATION PLAN



AND

SUMMARY PLAN DESCRIPTION



Effective as of January 1, 2005

TABLE OF CONTENTS

		Page
ARTICLE I - DEFINITIONS
	Section 1.1 - General	2
	Section 1.2 - Administrator	2
	Section 1.3 - Board	2
	Section 1.4 - Change in Control	2
	Section 1.5 - Chief Executive Officer	3
	Section 1.6 - Code	3
	Section 1.7 - Committee	3
	Section 1.8 - Company	3
	Section 1.9 - Delegate	3
	Section 1.10 - Eligible Key Executive	3
	Section 1.11 - Employee	3
	Section 1.12 - ERISA	3
	Section 1.13 - Exchange Act	3
	Section 1.14 - Hardship	4
	Section 1.15 - Part A Account	4
	Section 1.16 - Part A Deferred Compensation	4
	Section 1.17 - Part A Election Form	4
	Section 1.18 - Part A Participant	4
	Section 1.19 - Partial First Plan Year	5
	Section 1.20 - Payday	5
	Section 1.21 - Plan Year	5
	Section 1.22 - Qualified Bonus	5
	Section 1.23 - Qualified Salary	5
	Section 1.24 - Retirement	5
	Section 1.25 - Section 401(a)(17) Limitation	6
	Section 1.26 - Separation from Service	6
ARTICLE II - ELIGIBILITY
	Section 2.1 - Requirements for Participation	6
	Section 2.2 - Deferral Election Procedure	6
	Section 2.3 - Content of Part A Election Form	7
ARTICLE III - PARTICIPANTS' DEFERRALS
	Section 3.1 - Deferral of Qualified Bonus and
	Qualified Director Compensation	7
	Section 3.2 - Deferral for Partial First Plan Year	8
	Section 3.3 - Deferral for Qualified Salary	8
i

ARTICLE IV - DEFERRED COMPENSATION ACCOUNTS
	Section 4.1 - Part A Deferred Compensation Accounts	9
	Section 4.2 - Crediting of Part A Deferred Compensation	9
	Section 4.3 - Crediting of Earnings	9
	Section 4.4 - Applicability of Part A Account Values	9
	Section 4.5 - Vesting of Part A Deferred Compensation Accounts	10
	Section 4.6 - Assignments, Etc. Prohibited	10
ARTICLE V - DISTRIBUTIONS OF DEFERRED COMPENSATION ACCOUNTS
	Section 5.1 - Distributions upon a Key Executive's Retirement and
	a Nonemployee Director's Separation from Service	10
	Section 5.2 - Distributions upon a Key Executive's
	Pre-Retirement Separation from Service	11
	Section 5.3 - Distributions upon a Part A Participant's Death	11
	Section 5.4 - Optional Distributions	12
	Section 5.5 - Applicable Taxes	12
ARTICLE VI - WITHDRAWALS FROM DEFERRED COMPENSATION ACCOUNTS
	Section 6.1 - Hardship Distributions from Part A Accounts	12
	Section 6.2 - Elective Distributions after a Change in Control	13
	Section 6.3 - Other Elective Distributions	13
	Section 6.4 - Payment of Withdrawals	13
	Section 6.5 - Effect of Withdrawals	13
	Section 6.6 - Applicable Taxes	14
ARTICLE VII - ADMINISTRATIVE PROVISIONS
	Section 7.1 - Administrator's Duties and Powers	14
	Section 7.2 - Limitations Upon Powers	14
	Section 7.3 - Final Effect of Administrator Action	15
	Section 7.4 - Delegation by Administrator	15
	Section 7.5 - Indemnification by the Company; Liability Insurance	15
	Section 7.6 - Recordkeeping	15
	Section 7.7 - Statement to Part A Participants	16
	Section 7.8 - Inspection of Records	16
	Section 7.9 - Identification of Fiduciaries	16
	Section 7.10 -Procedure for Allocation of Fiduciary Responsibilities.	16
	Section 7.11- Claims Procedure	16
	Section 7.12- Conflicting Claims	18
	Section 7.13- Service of Process	19
ii

ARTICLE VIII - MISCELLANEOUS PROVISIONS
	Section 8.1 - Termination of Part A of the Plan	19
	Section 8.2 - Limitation on Rights of Part A Participants	12
	Section 8.3 - Consolidation or Merger; Adoption of Plan by
	Other Companies	20
	Section 8.4 - Errors and Misstatements	20
	Section 8.5 - Payment on Behalf of Minor, Etc.	20
	Section 8.6 - Amendment of Plan	20
	Section 8.7 - Funding	21
	Section 8.8 - Governing Law	21
	Section 8.9 - Pronouns and Plurality	21
	Section 8.10 - Titles	21
	Section 8.11 - References	21
ARTICLE IX - DEFINITIONS
	Section 9.1 - General	22
	Section 9.2 - Administrator	22
	Section 9.3 - Board	22
	Section 9.4 - Change in Control	22
	Section 9.5 - Chief Executive Officer	22
	Section 9.6 - Code	22
	Section 9.7 - Committee	22
	Section 9.8 - Company	23
	Section 9.9 - Delegate	23
	Section 9.10 - Disability	23
	Section 9.11 - Eligible Key Executive	23
	Section 9.12 - Employee	23
	Section 9.13 - ERISA	23
	Section 9.14 - Exchange Act	23
	Section 9.15 - Hardship	23
	Section 9.16 - Part B Account	24
	Section 9.17 - Part B Deferred Compensation	24
	Section 9.18 - Part B Distribution Election	24
	Section 9.19 - Part B Election Form	24
	Section 9.20 - Part B Participant	24
	Section 9.21 - Partial First Plan Year	24
	Section 9.22 - Payday	24
	Section 9.23 - Performance-Based Compensation	24
	Section 9.24 - Plan Year	25
	Section 9.25 - Predecessor Plan	25
	Section 9.26 - Qualified Annual Bonus	25
	Section 9.27 - Qualified Director Compensation	25
	Section 9.28 - Qualified Quarterly Bonus	25
	Section 9.29 - Qualified Salary	25
	Section 9.30 - Retirement	25
	Section 9.31 - Section 401(a)(17) Limitation	25
	Section 9.32 - Separation from Service	26
	Section 9.33 - Specified Employee	26
iii

ARTICLE X - ELIGIBILITY
	Section 10.1 - Requirements for Participation	26
	Section 10.2 - Deferral Election Procedure	26
	Section 10.3 - Content of Part B Election Form	27
ARTICLE XI - PARTICIPANTS' DEFERRALS
	Section 11.1 - Deferral of Qualified Annual Bonus	27
	Section 11.2 - Deferral for Qualified Salary, Qualified Director
	Compensation and Qualified Quarterly Bonus	28
	Section 11.3 - Deferral for Partial First Plan Year	29
ARTICLE XII - DEFERRED COMPENSATION ACCOUNTS
	Section 12.1 - Part B Deferred Compensation Accounts	29
	Section 12.2 - Crediting of Part B Deferred Compensation	29
	Section 12.3 - Crediting of Earnings	30
	Section 12.4 - Applicability of Part B Account Values	30
	Section 12.5 - Vesting of Part B Deferred Compensation Accounts	30
	Section 12.6 - Assignments, Etc. Prohibited	30
ARTICLE XIII - DISTRIBUTIONS OF DEFERRED COMPENSATION ACCOUNTS
	Section 13.1 - Distributions upon a Key Executive's Retirement and
	a Nonemployee Director's Separation from Service	30
	Section 13.2 - Distributions upon a Key Executive's
	Pre-Retirement Separation from Service	31
	Section 13.3 - Distributions upon a Part B Participant's Death	32
	Section 13.4 - Distributions upon a Part B Participant's Disability	33
	Section 13.5 - Distributions upon a Change in Control	34
	Section 13.6 - Optional Distributions	34
	Section 13.7 - Required Delay in Payments to
	Certain Part B Participants	35
	Section 13.8 - Ordering of Distribution Elections	35
	Section 13.9 - Timing of Distribution Elections for Certain
	Section 409A Deferrals	35
	Section 13.10 - Applicable Taxes	36
ARTICLE XIV - WITHDRAWALS FROM DEFERRED COMPENSATION ACCOUNTS
	Section 14.1 - Hardship Distributions from Part B Accounts	36
	Section 14.2 - Withdrawals to Pay Employment Taxes	36
	Section 14.3 - Withdrawals Upon Amounts Becoming
	Subject to Section 409A	37
	Section 14.4 - Payment of Withdrawals	37
	Section 14.5 - Effect of Withdrawals	37
	Section 14.6 - Applicable Taxes	37
iv

ARTICLE XV - ADMINISTRATIVE PROVISIONS
	Section 15.1 - Administrator's Duties and Powers	37
	Section 15.2 - Limitations Upon Powers	38
	Section 15.3 - Final Effect of Administrator Action	38
	Section 15.4 - Delegation by Administrator	38
	Section 15.5 - Indemnification by the Company; Liability Insurance	39
	Section 15.6 - Recordkeeping	39
	Section 15.7 - Statement to Part B Participants	39
	Section 15.8 - Inspection of Records	39
	Section 15.9 - Identification of Fiduciaries	39
	Section 15.10-Procedure for Allocation of Fiduciary Responsibilities	40
	Section 15.11- Claims Procedure	40
	Section 15.12- Conflicting Claims	42
	Section 15.13- Service of Process	42
ARTICLE XVI - MISCELLANEOUS PROVISIONS
	Section 16.1 - Termination of Part B of the Plan	42
	Section 16.2 - Limitation on Rights of Part B Participants	43
	Section 16.3 - Consolidation or Merger; Adoption of Plan by
	Other Companies	43
	Section 16.4 - Errors and Misstatements	44
	Section 16.5 - Payment on Behalf of Minor, Etc	44
	Section 16.6 - Amendment of Plan	44
	Section 16.7 - Funding	45
	Section 16.8 - Governing Law	45
	Section 16.9 - Pronouns and Plurality	45
	Section 16.10 - Titles	45
	Section 16.11 - References	45
v

AMENDMENT AND RESTATEMENT OF THE
COMPUTER SCIENCES CORPORATION
DEFERRED COMPENSATION PLAN

AND

SUMMARY PLAN DESCRIPTION

as Amended and Restated Effective as of January 1, 2005

          Computer Sciences Corporation, a Nevada corporation, by resolution of its Board of Directors dated August 14, 1995, has adopted the Computer Sciences Corporation Deferred Compensation Plan (the "Plan"), which constitutes a complete amendment and restatement of the Computer Sciences Corporation Nonqualified Deferred Compensation Plan (the "Predecessor Plan"), effective as of September 30, 1995, for the benefit of its Nonemployee Directors, as defined below, and certain of its Key Executives, as defined below.

          The Plan was amended and restated effective as of February 2, 1998, as of August 13, 2001, as of December 9, 2002 and as of August 11, 2003. The Plan is hereby amended and restated effective as of January 1, 2005 (the "2005 Restatement"), which amendment and restatement is intended as good faith compliance with Section 409A of the Code (as defined below) and the regulations and other Treasury Department guidance promulgated thereunder ("Section 409A"). The 2005 Restatement shall only apply to (i) "amounts deferred" (within the meaning of Section 409A) by Key Executives in taxable years beginning after December 31, 2004, and any earnings thereon and (ii) amounts deferred by Nonemployee Directors in taxable years beginning both before and after December 31, 2004, and any earnings thereon (collectively, "Section 409A Deferrals"). The provisions of the Plan in existence prior to the 2005 Restatement shall continue to govern "amounts deferred" (within the meaning of Section 409A) by Key Executives in taxable years beginning before January 1, 2005, and any earnings thereon (collectively, "Grandfathered Deferrals"). As such, the 2005 Restatement will divide the Plan into two parts: Part A, which is applicable solely to Grandfathered Deferrals, and Part B, which is applicable solely to Section 409A Deferrals.

          The Plan shall constitute two separate plans, one for the benefit of Nonemployee Directors (the "Nonemployee Director Plan") and one for the benefit of Key Executives (the "Key Executive Plan"). The Key Executive Plan is a nonqualified deferred compensation plan which is unfunded and is maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees, within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, as defined below. The Nonemployee Director Plan is not subject to ERISA. This document is also intended to constitute the Summary Plan Description for the Plan. For purposes of the Plan, the term "Key Executive" shall mean any Employee of the Company who is an officer or other key executive of the Company and who qualifies as a "highly compensated employee or management employee" within the meaning of Title I of ERISA, and the term "Nonemplo yee Director" shall mean a member of the Board who is not an Employee.

1

PART A

ARTICLE I

DEFINITIONS

Section 1.1 General

          In addition to the terms defined in the preamble to the Plan, whenever the following terms are used in Part A of the Plan with the first letter capitalized, they shall have the meaning specified below unless the context clearly indicates to the contrary.

Section 1.2 Administrator

          "Administrator" shall mean Computer Sciences Corporation, acting through its Chief Executive Officer, except that if the Chief Executive Officer has appointed a Delegate under Section 7.4, the term "Administrator" shall mean the Delegate as to those duties, powers and responsibilities specifically conferred upon the Delegate.

Section 1.3 Board

          "Board" shall mean the Board of Directors of Computer Sciences Corporation. The Board may delegate any power or duty otherwise allocated to the Administrator to any other person or persons, including a Committee appointed under Section 7.4.

Section 1.4 Change in Control

          "Change in Control" means, after September 30, 1995, (a) the acquisition by any person, entity or group (as defined in Section 13(d)3 of the Exchange Act), as beneficial owner, directly or indirectly, of securities of Computer Sciences Corporation representing twenty percent (20%) or more of the combined voting power of the then outstanding securities of Computer Sciences Corporation, (b) a change during any period of two (2) consecutive years of a majority of the Board as constituted as of the beginning of such period, unless the election of each director who was not a director at the beginning of such period was approved by vote of at least two-thirds of the directors then in office who were directors at the beginning of such period, (c) a sale of substantially all of the property and assets of Computer Sciences Corporation, (d) a merger, consolidation, reorganization or other business combination to which Computer Sciences Corporation is a party and the consummation of which results in the outstanding voting securities of Computer Sciences Corporation being exchanged for or converted into cash, property and/or securities not issued by Computer Sciences Corporation, (e) a merger, consolidation, reorganization or other business combination to which the Company is a party and the consummation of which does not result in the outstanding voting securities of the Company being exchanged for or converted into cash, property and/or securities not issued by the Company, provided that the outstanding voting securities of the Company immediately prior to such business combination (or, if applicable, the securities of the Company into which such voting securities are converted as a result of such business combination) represent less than 50% of the voting power of the Company immediately following such business combination, or (f) any other event constituting a change in control of Computer Sciences Corporation for purposes of Schedule 14 A of Regulation 14A under the Exchange Act.

2

Section 1.5 Chief Executive Officer

          "Chief Executive Officer" shall mean the Chief Executive Officer of Computer Sciences Corporation.

Section 1.6 Code

          "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, together with regulations thereunder.

Section 1.7 Committee

          "Committee" shall mean the Committee, if any, appointed in accordance with Section 7.4.

Section 1.8 Company

          "Company" shall mean Computer Sciences Corporation and all of its affiliates, and any entity which is a successor in interest to Computer Sciences Corporation and which continues Part A of the Plan under Section 8.3(a).

Section 1.9 Delegate

          "Delegate" shall mean the Delegate, if any, appointed in accordance with Section 7.4.

Section 1.10 Eligible Key Executive

          "Eligible Key Executive" shall mean any Key Executive who has been designated as eligible to participate in Part A of the Plan with respect to any Plan Year beginning before January 1, 2005 by the Chief Executive Officer.

Section 1.11 Employee

          "Employee" shall mean any person who renders services to the Company in the status of an employee as that term is defined in Code Section 3121(d), including officers but not including directors who serve solely in that capacity.

Section 1.12 ERISA

          "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, together with regulations thereunder.

Section 1.13 Exchange Act

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

3

Section 1.14 Hardship

           (a) "Hardship' of a Part A Participant, shall mean an unforeseeable emergency which constitutes a severe financial hardship resulting from any one or more of the following:

(i) sudden and unexpected illness or accident of the Part A Participant or of a dependent (as defined in Code Section 152(a)) of the Part A            (i)    sudden and unexpected illness or accident of the Part A Participant or of a dependent (as defined in Code Section 152(a)) of the Part A Participant;

           (ii)   loss of the Part A Participant's property due to casualty; or

           (iii)  any other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Part A Participant's control.

           (b) Notwithstanding subsection(a) above, a financial need shall not constitute a Hardship unless it is for at least $1,000.00 (or the entire principal amount of the Part A Participant's Part A Accounts, if less).

           (c) Whether a Part A Participant has incurred a Hardship shall be determined by the Administrator in its discretion on the basis of all relevant facts and circumstances and in accordance with nondiscriminatory and objective standards, uniformly interpreted and consistently applied.

Section 1.15 Part A Account

          "Part A Account" of a Part A Participant shall mean the Part A Participant's individual deferred compensation account established for his or her benefit under Article IV hereof.

Section 1.16 Part A Deferred Compensation

          "Part A Deferred Compensation" of a Part A Participant shall mean the amounts deferred by such Part A Participant under Article III of the Plan.

Section 1.17 Part A Election Form

          "Part A Election Form" shall mean the form of election provided by the Administrator to each Eligible Executive pursuant to Section 3.1 or Section 3.3.

Section 1.18 Part A Participant

          "Part A Participant" shall mean each Key Executive who elects to participate in Part A of the Plan as provided in Article II and who defers Qualified Bonus or Qualified Salary under Part A of the Plan. Each of such persons shall continue to be a "Part A Participant" until they have received all benefits due under Part A of the Plan.

4

Section 1.19 Partial First Plan Year

          "Partial First Plan Year" shall mean that portion of the first Plan Year of the Plan subject to its amendment and restatement effective as of September 30, 1995, which shall begin on September 30, 1995 and end on March 29, 1996.

Section 1.20 Payday

          "Payday" of a Key Executive shall mean the regular and recurring established day for payment of Qualified Salary to such Key Executive.

Section 1.21 Plan Year

          "Plan Year" shall mean the fiscal year of the Company.

Section 1.22 Qualified Bonus

          "Qualified Bonus" of a Key Executive shall mean the Key Executive's annual cash bonus which may be payable to the Key Executive under the Computer Sciences Corporation Annual Incentive Plan or such other bonus or incentive compensation plan of the Company which may be designated from time to time by the Administrator.

Section 1.23 Qualified Salary

          "Qualified Salary" of a Key Executive shall mean the Key Executive's gross base salary which may be payable to the Key Executive on a Payday, including any portion thereof payable in the form of sick pay, vacation pay, pay in lieu of notice or jury pay, and determined before any exclusions, deductions or withholdings therefrom,

Section 1.24 Retirement

          "Retirement" shall mean, with respect to a Key Executive, a Separation from Service of such Key Executive (a) on or after attainment of age sixty-two (62) or (b) prior to attainment of age sixty-two (62) if the Chief Executive Officer shall designate such Separation from Service as Retirement for purposes of Part A of the Plan.

5

Section 1.25 Section 401(a)(17) Limitation

          "Section 401(a)(17) Limitation" with respect to a Key Executive's Qualified Salary for a Payday shall mean the amount equal to:

           (a) the annual compensation limit under Code Section 401(a)(17) in effect for the calendar year in which such Payday occurs, divided by

           (b) the total number of Paydays in a year for which such Key Executive's gross base salary would be payable to such Key Executive, based on the regular and recurring manner of payment for such Key Executive in effect on such Payday, as determined by the Administrator.

Section 1.26 Separation from Service

          "Separation from Service" of a Key Executive shall mean the termination of his or her employment with the Company by reason of resignation, discharge, death or Retirement. A leave of absence or sick leave authorized by the Company in accordance with established policies, a vacation period or a military leave shall not constitute a Separation from Service; provided, however, that failure to return to work upon expiration of any leave of absence, sick leave, military leave or vacation shall be considered a resignation effective as of the date of expiration of such leave of absence, sick leave, military leave or vacation.

ARTICLE II

ELIGIBILITY

Section 2.1 Requirements for Participation

          Any Eligible Key Executive shall be eligible to be a Part A Participant in the Plan.

Section 2.2 Deferral Election Procedure

          For each Plan Year, the Administrator shall provide each Eligible Key Executive with a Part A Election Form on which such person may elect to defer his or her Qualified Bonus and Qualified Salary under Article III, but only to the extent such deferrals would qualify as Grandfathered Deferrals. Each such person who elects to defer Qualified Bonus or Qualified Salary under Article III shall complete and sign the Part A Election Form and return it to the Administrator.

6

Section 2.3 Content of Part A Election Form

          Each Part A Participant who elects to defer Qualified Bonus or Qualified Salary under Part A of the Plan shall set forth on the Part A Election Form specified by the Administrator:

           (a) the amount of Qualified Bonus to be deferred under Article III and the Part A Participant's authorization to the Company to reduce his or her Qualified Bonus by the amount of the Part A Deferred Compensation,

           (b) in the case of a Part A Participant who is an Eligible Key Executive, the amount of Qualified Salary to be deferred under Article III and the Part A Participant's authorization to the Company to reduce his or her Qualified Salary by the amount of the Part A Deferred Compensation,

           (c) the length of time with respect to which the Part A Participant elects to defer the Part A Deferred Compensation,

           (d) the method under which the Part A Participant's Part A Deferred Compensation shall be payable, and

           (e) such other information, acknowledgements or agreements as may be required by the Administrator.

ARTICLE III

PARTICIPANTS' DEFERRALS

Section 3.1 Deferral of Qualified Bonus

           (a) Each Eligible Key Executive may elect to defer into his or her Part A Account all or any portion of the Qualified Bonus which would otherwise be payable to him or her for any Plan Year in which he or she has not incurred a Separation from Service as of the first day of the Plan Year in question, but only to the extent such deferrals would qualify as Grandfathered Deferrals. Such election shall be made by the Eligible Key Executive by completing and delivering to the Administrator his or her Part A Election Form for such Plan Year no later than the last day of the next preceding Plan Year, except (i) with respect to the Partial First Plan Year, in which case such election shall be made not later than September 29, 1995, and (ii) with respect to a person who first becomes an Employee during a Plan Year, which person may make such election within 30 days after first becoming an Employee.

           (b) Any such election made by a Part A Participant to defer Qualified Bonus shall be irrevocable and shall not be amendable by the Part A Participant, except:

           (i) as set forth in Sections 6.2 and 6.3 hereof; or

           (ii) in the event of a Hardship, a Part A Participant may terminate the Part A Participant's deferral election for the Plan Year in which the Hardship occurs with respect to all Qualified Bonus which has not yet been deferred.

7

Section 3.2 Deferral for Partial First Plan Year

          For the Partial First Plan Year, Part A Participants may defer any or all of the Qualified Bonus which is earned by them after September 29, 1995 and before March 30, 1996.

Section 3.3 Deferral of Qualified Salary

           (a) Each Eligible Key Executive may elect to defer into his or her Part A Account all or a portion of the Qualified Salary which would otherwise be payable to him or her for any Plan Year in which he or she has not incurred a Separation from Service as of the first day of the Plan Year in question, but only to the extent such deferrals would qualify as Grandfathered Deferrals. Such Eligible Key Executive may elect to defer his or her Qualified Salary for such Plan Year as follows:

           (i) such Eligible Key Executive may elect to defer all or any portion of the amount by which his or her Qualified Salary exceeds the Section 401(a)(17) Limitation, or

           (ii) such Eligible Key Executive may elect to defer all of the amount by which his or her Qualified Salary exceeds the greater of: (A) the dollar amount specified by such Eligible Key Executive under such election, or (B) the Section 401(a)(17) Limitation.

Such election shall be made by the Eligible Key Executive by completing and delivering to the Administrator his or her Part A Election Form for such Plan Year no later than the last day of the next preceding Plan Year. Notwithstanding the foregoing, with respect to the period commencing on August 13, 2001 and ending on March 29, 2002, an Eligible Key Executive may only elect to defer Qualified Salary under this Section 3.3 if the Administrator designates such Eligible Key Executive as eligible to make such deferrals. The Administrator shall determine the manner in which such Eligible Key Executive's deferral election shall be made for the period described in the preceding sentence, and an Eligible Key Executive's deferral election shall be made within 30 days of the designation of such Eligible Key Executive and shall only apply to Qualified Salary which would otherwise be payable after such deferral election is made.

           (b) Any such election made by a Part A Participant to defer Qualified Salary shall be irrevocable and shall not be amendable by the Part A Participant, except:

           (i) as set forth in Section 6.2 and 6.3; or

           (ii) in the event of Hardship, a Part A Participant may terminate the Part A Participant's deferral election for the Plan Year in which the Hardship occurs with respect to all Qualified Salary which has not yet been deferred.

8

ARTICLE IV

DEFERRED COMPENSATION ACCOUNTS

Section 4.1 Part A Deferred Compensation Accounts

          The Administrator shall establish and maintain for each Part A Participant a Part A Account to which shall be credited the amounts allocated thereto under this Article IV and from which shall be debited the Part A Participant's distributions and withdrawals under Articles V and VI.

Section 4.2 Crediting of Part A Deferred Compensation

          Each Part A Participant's Part A Account shall be credited with an amount which is equal to the amount of the Part A Participant's Qualified Bonus and Qualified Salary which such Part A Participant has elected to defer under Article III at the time such Qualified Bonus or Qualified Salary, whichever is applicable, would otherwise have been paid to the Part A Participant.

Section 4.3 Crediting of Earnings

          (a)  Beginning on March 29, 2003 and subject to amendment by the Board, for each Plan Year earnings shall be credited to each Part A Participant's Part A Account, at a rate equal to the 120-month rolling average yield to maturity of the index called the "Merrill Lynch U.S. Corporates, A Rated, 15+ Years Index" as of December 31 of the preceding Plan Year, compounded annually.

          (b)  Beginning on September 30, 1995 and until March 28, 2003, for each Plan Year earnings shall be credited to each Part A Participant's Part A Account, at a rate equal to 120% of the 120-month rolling average yield to maturity on 10-year United States Treasury Notes as of December 31 of the preceding Plan Year, compounded annually.

          (c)  Earnings shall be credited on such valuation dates as the Administrator shall determine.

Section 4.4 Applicability of Part A Account Values

          The value of each Part A Participant's Part A Account as determined as of a given date under this Article, plus any amounts subsequently allocated thereto under this Article and less any amounts distributed or withdrawn under Articles V or VI shall remain the value thereof for all purposes of Part A of the Plan until the Part A Account is revalued hereunder.

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Section 4.5 Vesting of Part A Deferred Compensation Accounts

          Subject to the possible reductions provided for in Section 6.2 and 6.3 with respect to certain Part A Participant withdrawals, each Part A Participant's interest in his or her Part A Account shall be 100% vested and non-forfeitable at all times.

Section 4.6 Assignments, Etc. Prohibited

          No part of any Part A Participant's Part A Account shall be liable for the debts, contracts or engagements of the Part A Participant, or the Part A Participant's beneficiaries or successors in interest, or be taken in execution by levy, attachment or garnishment or by any other legal or equitable proceeding, nor shall any such person have any rights to alienate, anticipate, commute, pledge, encumber or assign any benefits or payments hereunder in any manner whatsoever except to designate a beneficiary as provided in Section 5.3.

ARTICLE V

DISTRIBUTIONS OF DEFERRED COMPENSATION ACCOUNTS

Section 5.1 Distributions upon a Key Executive's Retirement

          (a)  The Part A Account of a Key Executive who incurs a Separation from Service upon his or her Retirement, other than on account of death, shall be paid to the Part A Participant as specified in any election made by the Part A Participant pursuant to Section 5.4 hereof. Any remaining balance of the Part A Participant's Part A Account shall be paid to the Part A Participant, as specified by the Part A Participant in an election made pursuant to this Section 5.1. Such election shall specify (i) whether payment shall be made in a lump-sum distribution and/or in approximately equal annual installments over 5, 10 or 15 years, and (ii) whether payment(s) shall commence on the first, second, third, fourth or fifth anniversary of the date of such Separation of Service, or shall commence within thirty (30) days following the date of such Separation from Service. A Part A Participant may elect to receive payment of a portion of the amount distributable under this Section 5.1 in a lump-sum distribution and the balance of the amount distributable under this Section 5.1 in approximately equal annual installments over 5, 10 or 15 years. A Part A Participant may elect a distribution pursuant to this Section 5.1 in such other forms, or payable upon such other commencement dates, as are specified by the Administrator; provided, however, that no such election shall provide for payments to be made more than 20 years after such Part A Participant's Separation from Service.

          (b)  At the time a Part A Participant first elects to defer Qualified Bonus or Qualified Salary under Part A of the Plan, he or she shall make an election pursuant to this Section 5.1. Such election shall remain in effect and shall apply to the Part A Participant's total Part A Account, as the same may increase or decrease from time to time. An election pursuant to this Section 5.1 may be superseded by a subsequent election, which subsequent election shall then apply to the Part A Participant's total Part A Account, as the same may increase or decrease from time to time. Notwithstanding the foregoing, no subsequent election pursuant to this Section 5.1 shall be effective unless it is made at least 13 months prior to the Part A Participant's Separation from Service.

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Section 5.2 Distributions upon a Key Executive's Pre-Retirement Separation from Service

          The Part A Account of a Key Executive who incurs a Separation from Service prior to his or her Retirement and other than on account of his or her death shall be paid to the Part A Participant in a lump-sum distribution within thirty (30) days following the date of such Separation from Service, notwithstanding any election to the contrary made by the Part A Participant pursuant to Section 5.4 hereof.

Section 5.3 Distributions upon a Part A Participant's Death

           (a) Notwithstanding anything to the contrary in the Plan, the remaining balance of the Part A Account of a Part A Participant who dies (i) shall be paid to the persons and entities designated by the Part A Participant as his or her beneficiaries for such purpose and (ii) shall be paid in the manner set forth in this Section 5.3. With respect to a Part A Participant who does not incur a Separation from Service prior to his or her death, such balance shall be paid, as specified by the Part A Participant in an election made pursuant to this Section 5.3. Such election shall specify whether payment shall be made (i) in a lump-sum distribution within thirty (30) days following the date of death or (ii) in accordance with the distribution election made pursuant to Section 5.1 hereof (in which case such Part A Participant's death shall be considered the date of such Part A Participant's Retirement for purposes of de termining the date of commencement of distribution under such election). With respect to a Part A Participant who does incur a Separation from Service prior to his or her death, such balance shall be paid, as specified by the Part A Participant in an election made pursuant to this Section 5.3. Such election shall specify whether payment shall be made (1) in a lump-sum distribution within thirty (30) days following the date of death or (2) in accordance with the distribution election made pursuant to Section 5.1 hereof (with respect to the payments not yet made under such election).

           (b) At the time a Part A Participant first elects to defer Qualified Bonus or Qualified Salary under Part A of the Plan, he or she shall make an election pursuant to this Section 5.3. Such election shall remain in effect and shall apply to the Part A Participant's total Part A Account, as the same may increase or decrease from time to time. An election pursuant to this Section 5.3 may be superseded by a subsequent election, which subsequent election shall then apply to the Part A Participant's total Part A Account, as the same may increase or decrease from time to time. Notwithstanding the foregoing, no subsequent election pursuant to this Section 5.3 shall be effective unless it is made at least 13 months prior to the Part A Participant's Separation from Service.

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Section 5.4 Optional Distributions

           (a) At the time a Part A Participant elects to defer Qualified Bonus or Qualified Salary for any Plan Year, he or she may also elect, pursuant to this Section 5.4, to receive a special, lump-sum distribution of any or all of the amount deferred for such Plan Year on a date specified by the Part A Participant in such election, which date must be at least 24 months after the date of such election. Any such special distribution shall be made within five (5) business days after the date therefor specified by the Part A Participant, unless the Part A Participant shall have died on or prior to such date, in which case no such special distribution shall be made.

           (b) An election pursuant to this Section 5.4 may be superseded by one subsequent election; provided, however, that such subsequent election shall not be effective unless: (i) it is irrevocable; (ii) it is made at least 13 months prior to the Part A Participant's Separation from Service and at least 24 months prior to the date upon which the special distribution will be made; and (iii) the date of the special distribution specified in the subsequent election is earlier than the date specified in the initial election.

           (c) Notwithstanding the foregoing, an election pursuant to this Section 5.4 with respect to the Partial First Plan Year may be superseded by two subsequent elections; provided, however, that: (i) the first such subsequent election shall not be effective unless it is made prior to March 30, 1996 and at least 13 months prior to the Part A Participant's Separation from Service and at least 24 months prior to the date upon which the special distribution will be made; and (ii) the second such subsequent election satisfies all the requirements set forth in paragraph (b)(i), (ii) and (iii) of this Section 5.4.

Section 5.5 Applicable Taxes

          All distributions under Part A of the Plan shall be subject to withholding for all amounts which the Company is required to withhold under federal, state or local tax law.

ARTICLE VI

WITHDRAWALS FROM DEFERRED COMPENSATION ACCOUNTS

Section 6.1 Hardship Distributions from Part A Accounts

          By delivering a written election to such effect to the Administrator, at any time a Part A Participant may elect to take a distribution from the Part A Participant's Part A Account on account of the Part A Participant's Hardship, but only to the extent that the Hardship is not otherwise relievable:

           (a) through reimbursement or compensation by insurance or otherwise,

           (b) by liquidation of the Part A Participant's assets (to the extent that such liquidation does not itself cause a Hardship), or

           (c) by cessation of deferrals under the Plan.

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Section 6.2 Elective Distributions after a Change in Control

          At any time within three years after the occurrence of a Change in Control, any Part A Participant may elect to take a distribution of all or any part of such Part A Participant's Part A Account by delivering a written election to such effect to the Administrator, provided, however, that if such a Part A Participant makes such an election (i) the Part A Participant shall forfeit, and the Part A Participant's Part A Account shall be debited with, an amount equal to 5% of the amount of the distribution; (ii) the Part A Participant's deferral election for the Plan Year in which the distribution occurs shall be terminated with respect to any Qualified Bonus and Qualified Salary which has not yet been deferred; and iii) the Part A Participant shall not be permitted to defer Qualified Bonus or keep Qualified Salary under Part A of the Plan for the two Plan Years immediately following the Plan Year of the distribution.

Section 6.3 Other Elective Distributions

          At any time, a Part A Participant may elect to take a distribution of all or any part of the Part A Participant's Part A Account by delivering a written election to such effect to the Administrator, provided, however, that if a Part A Participant makes such an election, (i) the Part A Participant shall forfeit, and the Part A Participant's Part A Account shall be debited with, an amount equal to 10% of the amount of the distribution, (ii) the Part A Participant's deferral election for the Plan Year in which the distribution occurs shall be terminated with respect to any Qualified Bonus and Qualified Salary which has not yet been deferred and (iii) the Part A Participant shall not be permitted to defer Qualified Bonus and Qualified Salary under Part A of the Plan for the two Plan Years immediately following the year of the distribution.

Section 6.4 Payment of Withdrawals

          All withdrawals under this Article VI shall be paid within fifteen (15) days after a valid election to withdraw is delivered to the Administrator, except that thirty (30) days shall apply to withdrawals under Section 6.1. The Administrator shall give prompt notice to the Part A Participant if an election is invalid and is therefore rejected, identifying the reason(s) for the invalidity. If the Administrator has not paid but has not affirmatively rejected an election within the applicable fifteen (15) or thirty (30) day deadline, then the election shall be deemed rejected, on the fifteenth (15th) day, or thirtieth (30^th) day, as applicable. If a withdrawal election is rejected, the Part A Participant may bring a claim for benefits under Section 7.11.

Section 6.5 Effect of Withdrawals

          If a Part A Participant receives a withdrawal under this Article VI after payments have commenced under Section 5.1, the remaining payments shall be recalculated, by reamortizing the remaining payments over the remaining term and applying the then-current rate used to credit earnings under Section 4.3.

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Section 6.6 Applicable Taxes

          All withdrawals under Part A of the Plan shall be subject to withholding for all amounts which the Company is required to withhold under federal, state or local tax law.

ARTICLE VII

ADMINISTRATIVE PROVISIONS

Section 7.1 Administrator's Duties and Powers

          The Administrator shall conduct the general administration of Part A of the Plan in accordance with Part A of the Plan and shall have all the necessary power, authority and discretion to carry out that function. Among its necessary powers and duties are the following:

           (a) To delegate all or part of its function as Administrator to others and to revoke any such delegation.

           (b) To determine questions of eligibility of Part A Participants and their entitlement to benefits, subject to the provisions of Section 7.11.

           (c) To select and engage attorneys, accountants, actuaries, trustees, appraisers, brokers, consultants, administrators, physicians, or other persons to render service or advice with regard to any responsibility the Administrator or the Board has under Part A of the Plan, or otherwise, to designate such persons to carry out fiduciary responsibilities under Part A of the Plan, and (together with the Committee, the Company, the Board and the officers and Employees of the Company) to rely upon the advice, opinions or valuations of any such persons, to the extent permitted by law, being fully protected in acting or relying thereon in good faith.

           (d) To interpret Part A of the Plan and any relevant facts for purpose of the administration and application of Part A of the Plan, in a manner not inconsistent with Part A of the Plan or applicable law and to amend or revoke any such interpretation.

           (e) To conduct claims procedures as provided in Section 7.11.

Section 7.2 Limitations Upon Powers

          The Plan shall be uniformly and consistently administered, interpreted and applied with regard to all Part A Participants in similar circumstances. The Plan shall be administered, interpreted and applied fairly and equitably and in accordance with the specified purposes of Part A of the Plan. Notwithstanding the foregoing, the distribution forms and commencement dates specified in Section 5.1(a) shall apply to such Part A Participants, and in such manner, as the Administrator determines in its sole discretion.

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Section 7.3 Final Effect of Administrator Action

          Except as provided in Section 7.11, all actions taken and all determinations made by the Administrator in good faith shall be final and binding upon all Part A Participants, the Company and any person interested in Part A of the Plan.

Section 7.4 Delegation by Administrator

           (a) The Administrator may, but need not, appoint a delegate (the "Delegate") which may be a single individual or a Committee consisting of two or more members, to hold office during the pleasure of the Administrator. The Delegate shall have such powers and duties as are delegated to it by the Administrator. The Delegate and/or Committee members shall not receive payment for their services as such.

           (b) Appointment of the Delegate and/or Committee members shall be effective upon filing of written acceptance of appointment with the Administrator.

           (c) The Delegate and/or Committee member may resign at any time by delivering written notice to the Administrator.

           (d) Vacancies in the Delegate and/or Committee shall be filled by the Administrator.

           (e) If there is a Committee, the Committee shall act by a majority of its members in office; provided, however, that the Committee may appoint one of its members or a delegate to act on behalf of the Committee on matters arising in the ordinary course of administration of Part A of the Plan or on specific matters.

Section 7.5 Indemnification by the Company; Liability Insurance

          The Company shall pay or reimburse any of the Company's officers, directors, Committee members or Employees who are fiduciaries with respect to Part A of the Plan for all expenses incurred by such persons in, and shall indemnify and hold them harmless from, all claims, liability and costs (including reasonable attorneys' fees) arising out of the good faith performance of their duties under Part A of the Plan. The Company may obtain and provide for any such person, at the Company's expense, liability insurance against liabilities imposed on such person by law.

Section 7.6 Recordkeeping

           (a) The Administrator shall maintain suitable records of each Part A Participant's Part A Account which, among other things, shall show separately deferrals and the earnings credited thereon, as well as distributions and withdrawals therefrom and records of its deliberations and decisions.

           (b) The Administrator shall appoint a secretary, and at its discretion, an assistant secretary, to keep the record of proceedings, to transmit its decisions, instructions, consents or directions to any interested party, to execute and file, on behalf of the Administrator, such documents, reports or other matters as may be necessary or appropriate under ERISA and to perform ministerial acts.

           (c) The Administrator shall not be required to maintain any records or accounts which duplicate any records or accounts maintained by the Company.

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Section 7.7 Statement to Part A Participants

          By March 15 of each year, the Administrator shall furnish to each Part A Participant a statement setting forth the value of the Part A Participant's Part A Account as of the preceding December 31 and such other information as the Administrator shall deem advisable to furnish.

Section 7.8 Inspection of Records

          Copies of the Plan and records of a Part A Participant's Part A Account shall be open to inspection by the Part A Participant or the Part A Participant's duly authorized representatives at the office of the Administrator at any reasonable business hour.

Section 7.9 Identification of Fiduciaries

          The Administrator shall be the named fiduciary of Part A of the Plan and, as permitted or required by law, shall have exclusive authority and discretion to operate and administer Part A of the Plan.

Section 7.10 Procedure for Allocation of Fiduciary Responsibilities

           (a) Fiduciary responsibilities under Part A of the Plan are allocated as follows:

           (i) The sole duties, responsibilities and powers allocated to the Board, any Committee and any fiduciary shall be those expressly provided in the relevant Sections of Part A of the Plan.

           (ii) All fiduciary duties, responsibilities, and powers not allocated to the Board, any Committee or any fiduciary, are hereby allocated to the Administrator, subject to delegation.

           (b) Fiduciary duties, responsibilities and powers under Part A of the Plan may be reallocated among fiduciaries by amending Part A of the Plan in the manner prescribed in Section 8.6, followed by the fiduciaries' acceptance of, or operation under, such amended Plan.

Section 7.11 Claims Procedure

           (a) Any Part A Participant or Beneficiary has the right to make a written claim for benefits under Part A of the Plan. If such a written claim is made, and the Administrator wholly or partially denies the claim, the Administrator shall provide the claimant with written notice of such denial, setting forth, in a manner calculated to be understood by the claimant:

           (i)    the specific reason or reasons for such denial;

           (ii)   specific reference to pertinent Plan provisions on which the denial is based;

           (iii)  a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

           (iv)   an explanation of the Plan's claims review procedure and time limits applicable to those procedures, including a statement of the claimant's right to bring a civil action under ERISA Section 502(a) if the claim is denied on appeal.

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           (b) The written notice of any claim denial pursuant to Section 7.11(a) shall be given not later than thirty (30) days after receipt of the claim by the Administrator, unless the Administrator determines that special circumstances require an extension of time for processing the claim, in which event:

           (i) written notice of the extension shall be given by the Administrator to the claimant prior to thirty(30) days after receipt of the claim;

           (ii) the extension shall not exceed a period of thirty (30) days from the end of the initial thirty (30) day period for giving notice of a claim denial; and

           (iii) the extension notice shall indicate (A) the special circumstances requiring an extension of time and (B) the date by which the Administrator expects to render the benefit determination.

           (c) The decision of the Administrator shall be final unless the claimant, within sixty (60) days after receipt of notice of the claims denial from the Administrator, submits a written request to the Board, or its delegate, for an appeal of the denial. During that sixty (60) day period, the claimant shall be provided, upon request and free of charge, reasonable access to , and copies of, all documents, records and other information relevant to the claim for benefits. The claimant shall be provided the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits as part of the claimant's appeal. The claimant may act in these matters individually, or through his or her authorized representative.

           (d) After receiving the written appeal, if the Board, or its delegate, shall issue a written decision notifying the claimant of its decision on review, not later than thirty (30) days after receipt of the written appeal, unless the Board or its delegate determines that special circumstances require an extension of time for reviewing the appeal, in which event:

           (i) written notice of the extension shall be given by the Board or its delegate prior to thirty (30) days after receipt of the written appeal;

           (ii) the extension shall not exceed a period of thirty (30) days from the end of the initial thirty (30) day review period;

           (iii) the extension notice shall indicate (A) the special circumstances requiring an extension of time and (B) the date by which the Board or its delegate expects to render the appeal decision.

The period of time within which a benefit determination on review is required to be made shall begin at the time an appeal is received by the Board or its delegate, without regard to whether all the information necessary to make a benefit determination on review accompanies the filing of the appeal. If the period of time for reviewing the appeal is extended as permitted above, due to a claimant's failure to submit information necessary to decide the claim on appeal, then the period for making the benefit determination on review shall be tolled from the date on which the notification of the extension is sent to the claimant until the date on which the claimant responds to the request for additional information.

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           (e) In conducting the review on appeal, the Board or its delegate shall take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. If the Board or its delegate upholds the denial, the written notice of decision from the Board or its delegate shall set forth, in a manner calculated to be understood by the claimant:

          (i)    the specific reason or reasons for the denial

          (ii)   specific reference to pertinent Plan provisions on which the denial is based;

          (iii)  a statement that the claimant is entitled to be receive, upon request and free of charge, reasonable access to , and copies of, all documents, records and other information relevant to the claim for benefits.

          (iv)   A statement of the claimant's right to bring a civil action under ERISA 502(a).

           (f) If the Plan or any of its representatives fail to follow any of the above claims procedures, the claimant shall be deemed to have duly exhausted the administrative remedies available under the plan and shall be entitled to pursue any available remedies under ERISA Section 502(a), including but not limited to the filing of an action for immediate declaratory relief regarding benefits due under the Plan.

Section 7.12 Conflicting Claims

          If the Administrator is confronted with conflicting claims concerning a Part A Participant's Part A Account, the Administrator may interplead the claimants in an action at law, or in an arbitration conducted in accordance with the rules of the American Arbitration Association, as the Administrator shall elect in its sole discretion, and in either case, the attorneys' fees, expenses and costs reasonably incurred by the Administrator in such proceeding shall be paid from the Part A Participant's Part A Account.

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Section 7.13 Service of Process

          The Secretary of Computer Sciences Corporation is hereby designated as agent of the Plan for the service of legal process.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

Section 8.1 Termination of Part A of the Plan

           (a) While the Plan is intended as a permanent program, the Board shall have the right at any time to declare Part A of the Plan terminated completely as to the Company or as to any group, division or other operational unit thereof or as to any affiliate thereof.

           (b) Discharge or layoff of any Employees without such a declaration shall not result in a termination of the Plan.

           (c) In the event of any termination, the Board, in its sole and absolute discretion may elect to:

           (i) maintain Part A Participants' Part A Accounts, payment of which shall be made in accordance with Articles V and VI; or

           (ii) liquidate the portion of Part A of the Plan attributable to each Part A Participant as to whom Part A of the Plan is terminated and distribute each such Part A Participant's Part A Account in a lump sum or pursuant to any method which is at least as rapid as the distribution method elected by the Part A Participant under Section 5.4.

Section 8.2 Limitation on Rights of Part A Participants

          The Plan is strictly a voluntary undertaking on the part of the Company and shall not constitute a contract between the Company and any Employee, or consideration for, or an inducement or condition of, the employment of an Employee. Nothing contained in the Plan shall give any Employee the right to be retained in the service of a Company or to interfere with or restrict the right of the Company, which is hereby expressly reserved, to discharge or retire any Employee, except as otherwise provided by a written employment agreement between the Company and the Employee, at any time without notice and with or without cause. Inclusion under the Plan will not give any Employee any right or claim to any benefit hereunder except to the extent such right has specifically become fixed under the terms of the Plan. The doctrine of substantial performance shall have no application to Employees, Part A Participants or any other persons entit led to payments under the Plan.

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Section 8.3 Consolidation or Merger; Adoption of Plan by Other Companies

           (a) In the event of the consolidation or merger of the Company with or into any other entity, or the sale by the Company of substantially all of its assets, the resulting successor may continue Part A of the Plan by adopting it in a resolution of its Board of Directors. If within 90 days from the effective date of such consolidation, merger or sale of assets, such successor corporation does not adopt Part A of the Plan, Part A of the Plan shall be terminated in accordance with Section 8.1.

           (b) There shall be no merger or consolidation with, or transfer of the liabilities of Part A of the Plan to, any other plan unless each Part A Participant in Part A of the Plan would have, if the combined or successor plans were terminated immediately after the merger, consolidation, or transfer, an account which is equal to or greater than his or her corresponding Part A Account under Part A of the Plan had Part A of the Plan been terminated immediately before the merger, consolidation or transfer.

Section 8.4 Errors and Misstatements

          In the event of any misstatement or omission of fact by a Part A Participant to the Administrator or any clerical error resulting in payment of benefits in an incorrect amount, the Administrator shall promptly cause the amount of future payments to be corrected upon discovery of the facts and shall cause the Company to pay the Part A Participant or any other person entitled to payment under Part A of the Plan any underpayment in cash in a lump sum, or to recoup any overpayment from future payments to the Part A Participant or any other person entitled to payment under Part A of the Plan in such amounts as the Administrator shall direct, or to proceed against the Part A Participant or any other person entitled to payment under Part A of the Plan for recovery of any such overpayment.

Section 8.5 Payment on Behalf of Minor, Etc.

          In the event any amount becomes payable under Part A of the Plan to a minor or a person who, in the sole judgment of the Administrator, is considered by reason of physical or mental condition to be unable to give a valid receipt therefor, the Administrator may direct that such payment be made to any person found by the Administrator in its sole judgment, to have assumed the care of such minor or other person. Any payment made pursuant to such determination shall constitute a full release and discharge of the Company, the Board, the Administrator, the Committee and their officers, directors and employees.

Section 8.6 Amendment of Plan

          The Plan may be wholly or partially amended by the Board from time to time, in its sole and absolute discretion, including prospective amendments which apply to amounts held in a Part A Participant's Part A Account as of the effective date of such amendment and including retroactive amendments necessary to conform to the provisions and requirements of ERISA or the Code; provided, however, that no amendment shall decrease the amount of any Part A Participant's Part A Account as of the effective date of such amendment. Notwithstanding the foregoing, Section 8.7 shall not be amended in any respect on or after a Change in Control and no amendment to this Plan shall reduce, limit or eliminate any rights of a Part A Participant to distributions pursuant to Article VI for deferrals for which elections under Article III occurred prior to the effective date of the amendment, without the Part A Participant's prior written consent, excep t for amendments necessary to conform to the provisions and requirements of ERISA or the Code.

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Section 8.7 Funding

           (a) Subject to Section 8.7(b), all benefits payable under Part A of the Plan will be paid from the general assets of the Company and no Part A Participant or beneficiary shall have any claim against any specific assets of the Company.

           (b) Not later than the occurrence of a Change in Control, the Company shall cause to be transferred to a grantor trust described in Section 671 of the Code, assets equal in value to all accrued obligations under Part A of the Plan as of one day following a Change in Control, in respect of both active employees of the Company and retirees as of that date. Such trust by its terms shall, among other things, be irrevocable. The value of liabilities and assets transferred to the trust shall be determined by one or more nationally recognized firms qualified to provide actuarial services as described in Section 4 of the Computer Sciences Corporation Severance Plan for Senior Management and Key Employees. The establishment and funding of such trust shall not affect the obligation of the Company to provide benefits payments under the terms of Part A of the Plan to the extent such benefits are not paid from the trust.

Section 8.8 Governing Law

          The Plan shall be construed, administered and governed in all respects under and by the laws of the State of California, except to the extent such laws may be preempted by ERISA.

Section 8.9 Pronouns and Plurality

          The masculine pronoun shall include the feminine pronoun, and the singular the plural where the context so indicates.

Section 8.10 Titles

          Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of Part A of the Plan.

Section 8.11 References

          Unless the context clearly indicates to the contrary, a reference to a statute, regulation or document shall be construed as referring to any subsequently enacted, adopted or executed statute, regulation or document.

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PART B

ARTICLE IX

DEFINITIONS

Section 9.1 General

          In addition to the terms defined in the preamble to the Plan, whenever the following terms are used in Part B of the Plan with the first letter capitalized, they shall have the meaning specified below unless the context clearly indicates to the contrary.

Section 9.2 Administrator

          "Administrator" shall mean Computer Sciences Corporation, acting through its Chief Executive Officer, except that if the Chief Executive Officer has appointed a Delegate under Section 15.4, the term "Administrator" shall mean the Delegate as to those duties, powers and responsibilities specifically conferred upon the Delegate.

Section 9.3 Board

          "Board" shall mean the Board of Directors of Computer Sciences Corporation. The Board may delegate any power or duty otherwise allocated to the Administrator to any other person or persons, including a Committee appointed under Section 15.4.

Section 9.4 Change in Control

          "Change in Control" shall mean the consummation of a "change in the ownership" of Computer Sciences Corporation, a "change in effective control" of Computer Sciences Corporation or a "change in the ownership of a substantial portion of the assets" of Computer Sciences Corporation, in each case, as defined under Section 409A.

Section 9.5 Chief Executive Officer

          "Chief Executive Officer" shall mean the Chief Executive Officer of Computer Sciences Corporation.

Section 9.6 Code

          "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, together with regulations thereunder.

Section 9.7 Committee

          "Committee" shall mean the Committee, if any, appointed in accordance with Section 15.4.

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Section 9.8 Company

          "Company" shall mean Computer Sciences Corporation and all of its affiliates, and any entity which is a successor in interest to Computer Sciences Corporation and which continues Part B of the Plan under Section 16.3(a).

Section 9.9 Delegate

          "Delegate" shall mean the Delegate, if any, appointed in accordance with Section 15.4.

Section 9.10 Disability

          "Disability" shall mean that a Part B Participant has become "disabled" as such term is defined under Section 409A.

Section 9.11 Eligible Key Executive

          "Eligible Key Executive" shall mean any Key Executive who has been designated as eligible to participate in Part B of the Plan with respect to any Plan Year beginning after December 31, 2004 by the Chief Executive Officer.

Section 9.12 Employee

          "Employee" shall mean any person who renders services to the Company in the status of an employee as that term is defined in Code Section 3121(d), including officers but not including directors who serve solely in that capacity.

Section 9.13 ERISA

          "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, together with regulations thereunder.

Section 9.14 Exchange Act

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

Section 9.15 Hardship

           (a) "Hardship" of a Part B Participant, shall mean an unforeseeable emergency which constitutes a severe financial hardship of the Part B Participant or beneficiary resulting from an illness or accident of the Part B Participant or beneficiary, the Part B Participant's or beneficiary's spouse, or the Part B Participant's or beneficiary's "dependent" (as defined in Section 152(a) of the Code); loss of the Part B Participant's or beneficiary's property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Part B Participant or beneficiary.

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           (b) Notwithstanding subsection (a) above, a financial need shall not constitute a Hardship unless it is for at least $1,000.00 (or the entire principal amount of the Part B Participant's Part B Accounts, if less).

           (c) Whether a Part B Participant has incurred a Hardship shall be determined by the Administrator in its discretion on the basis of all relevant facts and circumstances and in accordance with nondiscriminatory and objective standards, uniformly interpreted and consistently applied.

Section 9.16 Part B Account

          "Part B Account" of a Part B Participant shall mean the Part B Participant's individual deferred compensation account established for his or her benefit under Article XII hereof.

Section 9.17 Part B Deferred Compensation

          "Part B Deferred Compensation" of a Part B Participant shall mean the amounts deferred by such Part B Participant under Article XI of the Plan.

Section 9.18 Part B Distribution Election

          "Part B Distribution Election" shall mean the election(s) made by a Part B Participant as to the timing and/or form of the distributions of his or her Part B Account pursuant to Article XIII of the Plan.

Section 9.19 Part B Election Form

          "Part B Election Form" shall mean the form of election provided by the Administrator to each Eligible Executive and Nonemployee Director pursuant to Section 11.1 or Section 11.2.

Section 9.20 Part B Participant

          "Part B Participant" shall mean each Key Executive and Nonemployee Director who elects to participate in Part B of the Plan as provided in Article X and who defers Qualified Bonus, Qualified Director Compensation or Qualified Salary under Part B of the Plan. Each of such persons shall continue to be a "Part B Participant" until they have received all benefits due under Part B of the Plan.

Section 9.21 Partial First Plan Year

          "Partial First Plan Year" shall mean that portion of the first Plan Year of the Plan subject to its amendment and restatement effective as of September 30, 1995, which shall begin on September 30, 1995 and end on March 29, 1996.

Section 9.22 Payday

          "Payday" of a Key Executive shall mean the regular and recurring established day for payment of Qualified Salary to such Key Executive.

Section 9.23 Performance-Based Compensation

          "Performance-Based Compensation" shall mean a Key Executive's Qualified Bonus to the extent that such Qualified Bonus (a) meets the requirements of "performance-based compensation" under Section 409A and (b) is based upon a performance period of at least twelve (12) months.

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Section 9.24 Plan Year

          "Plan Year" shall mean the fiscal year of the Company.

Section 9.25 Predecessor Plan

          "Predecessor Plan" shall mean the Computer Sciences Corporation Nonqualified Deferred Compensation Plan as in effect and maintained by the Company for the benefit of its Nonemployee Directors prior to the amendment and restatement of the Plan effective as of September 30, 1995.

Section 9.26 Qualified Annual Bonus

          "Qualified Annual Bonus" of a Key Executive shall mean the Key Executive's annual cash bonus which may be payable to the Key Executive under the Computer Sciences Corporation Annual Incentive Plan or such other bonus or incentive compensation plan of the Company which may be designated from time to time by the Administrator.

Section 9.27 Qualified Director Compensation

          "Qualified Director Compensation" of a Nonemployee Director shall mean the retainer, consulting fees, committee fees and meeting fees which are payable to the Nonemployee Director by the Company.

Section 9.28 Qualified Quarterly Bonus

          "Qualified Quarterly Bonus" of a Key Executive shall mean the Key Executive's quarterly cash bonus which may be payable to the Key Executive under the Computer Sciences Corporation such bonus or incentive compensation plan(s) of the Company which may be designated from time to time by the Administrator.

Section 9.29 Qualified Salary

          "Qualified Salary" of a Key Executive shall mean the Key Executive's gross base salary which may be payable to the Key Executive on a Payday, including any portion thereof payable in the form of sick pay, vacation pay, pay in lieu of notice or jury pay, and determined before any exclusions, deductions or withholdings therefrom,

Section 9.30 Retirement

          "Retirement" shall mean, with respect to a Key Executive, a Separation from Service of such Key Executive on or after attainment of age sixty-two (62).

Section 9.31 Section 401(a)(17) Limitation

          "Section 401(a)(17) Limitation" with respect to a Key Executive's Qualified Salary for a Payday shall mean the amount equal to:

           (a) the annual compensation limit under Code Section 401(a)(17) in effect for the calendar year in which such Payday occurs, divided by

           (b) the total number of Paydays in a year for which such Key Executive's gross base salary would be payable to such Key Executive, based on the regular and recurring manner of payment for such Key Executive in effect on such Payday, as determined by the Administrator.

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Section 9.32 Separation from Service

          "Separation from Service" shall mean a "separation from service" as such term is defined under Section 409A.

Section 9.33 Specified Employee

          "Specified Employee" shall mean any Plan B Participant who is a "specified employee" (as such term is defined under Section 409A) of the Company. The "identification date" (as defined under Section 409A) for purposes of identifying Specified Employees shall be September 30 of each calendar year. Individuals identified on any identification date shall be Specified Employees as of January 1 of the calendar year following the year of the identification date. In determining whether or not an individual is a Specified Employee as of an identification date, all individuals who are nonresident aliens during the entire 12-month period ending on such identification date shall be excluded for purposes of determining which individuals will be Specified Employees.

ARTICLE X

ELIGIBILITY

Section 10.1 Requirements for Participation

          Any Eligible Key Executive and any Nonemployee Director shall be eligible to be a Part B Participant in the Plan.

Section 10.2 Deferral Election Procedure

          For each Plan Year, the Administrator shall provide each Eligible Key Executive with a Part B Election Form on which such person may elect to defer his or her Qualified Annual Bonus under Article XI, and each Eligible Key Executive and each Nonemployee Director with a Part B Election Form on which such person may elect to defer his or her Qualified Salary, Qualified Director Compensation and/or Qualified Quarterly Bonus under Article XI, but only to the extent such deferrals would qualify as Section 409A Deferrals. Each such person who elects to defer Qualified Annual Bonus, Qualified Director Compensation, Qualified Salary or Qualified Quarterly Bonus under Article XI shall complete and sign the Part B Election Form and return it to the Administrator.

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Section 10.3 Content of Part B Election Form

          Each Part B Participant who elects to defer Qualified Annual Bonus, Qualified Director Compensation, Qualified Salary or Qualified Quarterly Bonus under Part B of the Plan shall set forth on the Part B Election Form specified by the Administrator:

           (a) the amount of Qualified Annual Bonus or Qualified Director Compensation to be deferred under Article XI and the Part B Participant's authorization to the Company to reduce his or her Qualified Annual Bonus or Qualified Director Compensation by the amount of the Part B Deferred Compensation,

           (b) in the case of a Part B Participant who is an Eligible Key Executive, the amount of Qualified Salary and/or Qualified Quarterly Bonus to be deferred under Article XI and the Part B Participant's authorization to the Company to reduce his or her Qualified Salary and/or Qualified Quarterly Bonus by the amount of the Part B Deferred Compensation,

           (c) the length of time with respect to which the Part B Participant elects to defer the Part B Deferred Compensation,

           (d) the method under which the Part B Participant's Part B Deferred Compensation shall be payable, and

           (e) such other information, acknowledgements or agreements as may be required by the Administrator.

ARTICLE XI

PARTICIPANTS' DEFERRALS

Section 11.1 Deferral of Qualified Annual Bonus

           (a) Each Eligible Key Executive may elect to defer into his or her Part B Account all or any portion of the Qualified Annual Bonus, which would otherwise be payable to him or her for any Plan Year in which he or she has not incurred a Separation from Service as of the first day of the Plan Year in question, but only to the extent such deferrals would qualify as Section 409A Deferrals; provided, however, that Eligible Key Executives whose Qualified Annual Bonus is subject to state and/or local taxation in jurisdictions designated by the Administrator may not elect to defer more than a specified percentage his or her Qualified Annual Bonus as determined by the Administrator and set forth in a Part B Election Form. Such election shall be made by the Eligible Key Executive by completing and delivering to the Administrator his or her Part B Election Form for such Plan Year no later than the last day of the next preceding Plan Y ear, except (i) with respect to Performance-Based Compensation, in which case such election shall be made not later than 6 months before the end of the applicable performance period (so long as such election is made before the Performance-Based Compensation becomes both substantially certain to be paid and readily ascertainable), and (ii) with respect to a person who first becomes an Employee during a Plan Year, which person may make such election within 30 days after first becoming an Employee and which election shall apply only to amounts paid for services to be performed after the date of such election.

           (b) Any such election made by a Part B Participant to defer Qualified Annual Bonus shall be irrevocable and shall not be amendable by the Part B Participant, except:

           (i) in the event of a Hardship, a Part B Participant may terminate the Part B Participant's deferral election for the Plan Year in which the Hardship occurs with respect to all Qualified Annual Bonus which has not yet been deferred; or

           (ii) at any time prior to December 31, 2005, a Part B Participant may elect to reduce or cancel his or her deferral election under this Section 11.1 with respect to Section 409A Deferrals, in which case (A) any amounts previously deferred during the calendar year ending December 31, 2005 (increased to reflect any earnings credited with respect thereto under Article XII) shall be distributed to the Part B Participant no later than the Payday that occurs on or prior to December 31, 2005, or such later date when such amounts become "earned and vested" (within the meaning of Section 409A), and (B) the deferral election shall not apply with respect to any amounts paid after December 31, 2005.

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Section 11.2 Deferral of Qualified Salary, Qualified Director Compensation and Qualified Quarterly Bonus

           (a) Each Eligible Key Executive and Nonemployee Director may elect to defer into his or her Part B Account all or a portion of the Qualified Salary and the Qualified Director Compensation, respectively, which would otherwise be payable to him or her for any calendar year in which he or she has not incurred a Separation from Service as of the first day of the calendar year in question, but only to the extent such deferrals would qualify as Section 409A Deferrals. Each Eligible Key Executive may elect to defer his or her Qualified Salary for such calendar year as follows:

           (i) such Eligible Key Executive may elect to defer all or any portion of the amount by which his or her Qualified Salary exceeds the Section 401(a)(17) Limitation, or

           (ii) such Eligible Key Executive may elect to defer all of the amount by which his or her Qualified Salary exceeds the greater of: (A) the dollar amount specified by such Eligible Key Executive under such election, or (B) the Section 401(a)(17) Limitation.

In addition, each Eligible Key Executive may elect to defer all or any portion of the Qualified Quarterly Bonus which would otherwise be payable to him or her for any calendar year beginning after December 31, 2004 in which he or she has not incurred a Separation from Service as of the first day of the calendar year in question; provided, however, that Eligible Key Executives whose Qualified Quarterly Bonus is subject to state and/or local taxation in jurisdictions designated by the Administrator may not elect to defer more than a specified percentage his or her Qualified Quarterly Bonus as determined by the Administrator and set forth in a Part B Election Form. Any election pursuant to this Section 11.2 shall be made by the Eligible Key Executive or Nonemployee Director by completing and delivering to the Administrator his or her Part B Election Form for such calendar year no later than the last day of the next preceding calendar year, except with respect to a person who first becomes an Employee or Nonemployee Director during a calendar year, which person may make such elections within 30 days after first becoming an Employee or Nonemployee Director, respectively, and which elections shall apply only to amounts of Qualified Quarterly Bonus and Qualified Director Compensation paid for services to be performed after the date of such election. Notwithstanding anything herein to the contrary, with respect to the calendar year ending on December 31, 2005, each Eligible Key Executive and each Nonemployee Director may make the elections pursuant to this Section 11.2 at any time prior to March 15, 2005, which election shall apply only to amounts paid for services to be performed in the calendar year ending December 31, 2005 after the date of such election.

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           (b) Any such election made by a Part B Participant to defer Qualified Salary, Qualified Quarterly Bonuses or Qualified Director Compensation shall be irrevocable and shall not be amendable by the Part B Participant, except:

           (i) in the event of Hardship, a Part B Participant may terminate the Part B Participant's deferral election for the calendar year in which the Hardship occurs with respect to all Qualified Salary, Qualified Quarterly Bonuses and Qualified Director Compensation which have not yet been deferred; or

           (ii) at any time prior to December 31, 2005, a Part B Participant may elect to reduce or cancel his or her deferral election under this Section 11.2 with respect to Section 409A Deferrals made during the calendar year 2005, in which case (A) any amounts previously deferred during the calendar year ending December 31, 2005 (increased to reflect any earnings credited with respect thereto under Article XII) shall be distributed to the Part B Participant no later than the Payday that occurs on or prior to December 31, 2005 (with respect to a Nonemployee Director who is a Part B Participant, no later than December 31, 2005), or such later date when such amounts become "earned and vested" (within the meaning of Section 409A), and (B) the deferral election shall not apply with respect to any amounts paid after December 31, 2005. For the avoidance of doubt, a Nonemployee Director may not cancel his or her deferral election pursuant to this Section 11.2(b)(ii) with respect to Section 409A Deferrals made before calendar year 2005.

Section 11.3 Deferral for Partial First Plan Year

          For the Partial First Plan Year, Part B Participants may defer any or all of the Qualified Director Compensation which is earned by them after September 29, 1995 and before March 30, 1996. Deferral elections previously made by Nonemployee Directors for the 1996 Plan Year shall only remain effective with respect to Qualified Director Compensation earned prior to September 30, 1995.

ARTICLE XII

DEFERRED COMPENSATION ACCOUNTS

Section 12.1 Part B Deferred Compensation Accounts

          The Administrator shall establish and maintain for each Part B Participant a Part B Account to which shall be credited the amounts allocated thereto under this Article XII and from which shall be debited the Part B Participant's distributions and withdrawals under Articles XIII and XIV.

Section 12.2 Crediting of Part B Deferred Compensation

          Each Part B Participant's Part B Account shall be credited with an amount which is equal to the amount of the Part B Participant's Qualified Annual Bonus, Qualified Director Compensation, Qualified Salary and Qualified Quarterly Bonus which such Part B Participant has elected to defer under Article XI at the time such Qualified Annual Bonus, Qualified Director Compensation, Qualified Salary or Qualified Quarterly Bonus, whichever is applicable, would otherwise have been paid to the Part B Participant.

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Section 12.3 Crediting of Earnings

          (a)  Beginning on March 29, 2003 and subject to amendment by the Board, for each Plan Year earnings shall be credited to each Part B Participant's Part B Account (including the Part B Accounts of Nonemployee Directors under the Predecessor Plan), at a rate equal to the 120-month rolling average yield to maturity of the index called the "Merrill Lynch U.S. Corporates, A Rated, 15+ Years Index" as of December 31 of the preceding Plan Year, compounded annually.

          (b)  Beginning on September 30, 1995 and until March 28, 2003, for each Plan Year earnings shall be credited to the Part B Accounts of Nonemployee Directors under the Predecessor Plan, at a rate equal to 120% of the 120-month rolling average yield to maturity on 10-year United States Treasury Notes as of December 31 of the preceding Plan Year, compounded annually.

          (c)  Earnings shall be credited on such valuation dates as the Administrator shall determine.

Section 12.4 Applicability of Part B Account Values

          The value of each Part B Participant's Part B Account as determined as of a given date under this Article, plus any amounts subsequently allocated thereto under this Article and less any amounts distributed or withdrawn under Articles XIII or XIV shall remain the value thereof for all purposes of Part B of the Plan until the Part B Account is revalued hereunder.

Section 12.5 Vesting of Part B Deferred Compensation Accounts

          Each Part B Participant's interest in his or her Part B Account shall be 100% vested and non-forfeitable at all times.

Section 12.6 Assignments, Etc. Prohibited

          No part of any Part B Participant's Part B Account shall be liable for the debts, contracts or engagements of the Part B Participant, or the Part B Participant's beneficiaries or successors in interest, or be taken in execution by levy, attachment or garnishment or by any other legal or equitable proceeding, nor shall any such person have any rights to alienate, anticipate, commute, pledge, encumber or assign any benefits or payments hereunder in any manner whatsoever except to designate a beneficiary as provided in Section 13.3.

ARTICLE XIII

DISTRIBUTIONS OF DEFERRED COMPENSATION ACCOUNTS

Section 13.1 Distributions upon a Key Executive's Retirement and a Nonemployee Director's Separation from Service

           (a) Subject to Sections 13.7 and 13.8, the Part B Account of a Key Executive who incurs a Separation from Service upon his or her Retirement, and the Part B Account of a Nonemployee Director who incurs a Separation from Service, in each case other than on account of death or Disability, shall be paid to the Part B Participant as specified by the Part B Participant in a Part B Distribution Election made pursuant to Section 13.6 hereof. Any remaining balance of the Part B Participant's Part B Account shall be paid to the Part B Participant, as specified by the Part B Participant in a Part B Distribution Election made pursuant to this Section 13.1. Such Part B Distribution Election shall specify (i) whether payment shall be made in a lump-sum distribution or in approximately equal annual installments over a period of 1 to 15 years, and (ii) whether payment(s) shall commence on the first, second, third, fourth or fif th anniversary of the date of such Separation of Service, or shall commence, subject to Section 13.7, within thirty (30) days following the date of such Separation from Service. A Part B Participant may elect a distribution pursuant to this Section 13.1 in such other forms, or payable upon such other commencement dates, as are specified by the Administrator; provided, however, that no Part B Distribution Election shall provide for payments to be made more than 20 years after such Part B Participant's Separation from Service.

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           (b) At the time a Part B Participant elects to defer Qualified Annual Bonus under Part B of the Plan for a specific Plan Year, he or she shall make a Part B Distribution Election pursuant to this Section 13.1 with respect to such deferrals. At the time a Part B Participant elects to defer Qualified Salary or Qualified Director Compensation under Part B of the Plan for a specific calendar year, he or she shall make a Part B Distribution Election pursuant to this Section 13.1 with respect to such deferrals. At the time a Part B Participant elects to defer Qualified Quarterly Bonuses under Part B of the Plan for a specific calendar year, he or she shall make a Part B Distribution Election pursuant to this Section 13.1 with respect to such deferrals. All such Part B Distribution Elections shall remain in effect and shall apply only to that portion of the Part B Participant's Part B Account that relates to Qualified Annual Bonus, Q ualified Salary, Qualified Director Compensation or Qualified Quarterly Bonuses deferred during such Plan Year or calendar year, as applicable, as the same may increase from time to time. Notwithstanding any other provision of this Part B to the contrary, all deferrals of Qualified Director Compensation with respect to years prior to calendar year 2005, as they may increase from time to time, shall be accounted for as if they were all deferred hereunder in a single calendar year (and shall not be combined with any amounts deferred in 2005 or any other calendar year), and a separate Part B Distribution Election (as it may be modified pursuant to this Section 13.1 or otherwise pursuant to this Article XIII) shall apply with respect to such amounts. A Part B Distribution Election pursuant to this Section 13.1 for Qualified Annual Bonus deferrals for a specific Plan Year or for Qualified Salary, Qualified Director Compensation and Qualified Quarterly Bonus deferrals for a specific calendar year may be superseded by a subsequent election, which subsequent election shall then apply to that portion of the Part B Participant's Part B Account that relates to deferrals for such Plan Year or calendar year, as applicable, as the same may increase from time to time. Notwithstanding the foregoing, no subsequent election pursuant to this Section 13.1 shall be effective unless (i) it is made at least twelve (12) months prior to the Part B Participant's Separation from Service, (ii) such election does not become effective until twelve (12) months after its submission and (iii) such election provides for the deferral of the date of commencement of distributions for a minimum of five (5) additional years. For purposes of the 5-year re-deferral limitation set forth in the preceding sentence, distributions that are to be paid in installments (as opposed to in a lump sum) shall be treated as a single payment payable on the date the installments are due to commence.

Section 13.2 Distributions upon a Key Executive's Pre-Retirement Separation from Service

          Subject to Sections 13.7 and 13.8, the Part B Account of a Key Executive who incurs a Separation from Service prior to his or her Retirement and other than on account of his or her death or Disability shall be paid to the Part B Participant in a lump-sum distribution within thirty (30) days following the date of such Separation from Service, notwithstanding any Part B Distribution Election pursuant to Section 13.1 to the contrary made by the Part B Participant.

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Section 13.3 Distributions upon a Part B Participant's Death

           (a) The remaining balance of the Part B Account of a Part B Participant who dies (i) shall be paid to the persons and entities designated by the Part B Participant as his or her beneficiaries for such purpose and (ii) shall be paid in the manner set forth in this Section 13.3. Subject to Section 13.8, with respect to a Part B Participant who does not incur a Separation from Service prior to his or her death, such balance shall be paid as specified by the Part B Participant in a Part B Distribution Election made pursuant to this Section 13.3, or, if no such election is made, pursuant to Section 13.1 or Section 13.2, as applicable. Any such Part B Distribution Election made pursuant to this Section 13.3 shall specify (i) whether payment shall be made in a lump-sum distribution or in approximately equal annual installments over a period of 1 to 15 years, and (ii) whether payment(s) shall commence on the fi rst, second, third, fourth or fifth anniversary of the date of death, or shall commence within thirty (30) days following the date of death. Subject to Section 13.8, with respect to a Part B Participant who does incur a Separation from Service prior to his or her death, upon such Part B Participant's death the remaining balance of the Part B Participant's Part B Account shall be paid as specified by the Part B Participant in a Part B Distribution Election made pursuant to this Section 13.3, or, if no such election is made, pursuant to Section 13.1 or Section 13.2, as applicable. Any such Part B Distribution Election made pursuant to this Section 13.3. shall specify (1) whether payment shall be made in a lump-sum distribution or in approximately equal annual installments over a period of 1 to 15 years, and (2) whether payment(s) shall commence on the first, second, third, fourth or fifth anniversary of the date of death, or shall commence within thirty (30) days following the date of death.

           (b) At the time a Part B Participant elects to defer Qualified Annual Bonus under Part B of the Plan for a specific Plan Year, he or she shall make a Part B Distribution Election pursuant to this Section 13.3 with respect to such deferrals. At the time a Part B Participant elects to defer Qualified Salary or Qualified Director Compensation under Part B of the Plan for a specific calendar year, he or she shall make a Part B Distribution Election pursuant to this Section 13.3 with respect to such deferrals. At the time a Part B Participant elects to defer Qualified Quarterly Bonuses under Part B of the Plan for a specific calendar year, he or she shall make a Part B Distribution Election pursuant to this Section 13.3 with respect to such deferrals. All such Part B Distribution Elections shall remain in effect and shall apply only to that portion of the Part B Participant's Part B Account that relates to Qualified Annual Bonus, Q ualified Salary, Qualified Director Compensation or Qualified Quarterly Bonuses deferred during such Plan Year or calendar year, as applicable, as the same may increase from time to time. A Part B Distribution Election pursuant to this Section 13.3 for Qualified Annual Bonus deferrals for a specific Plan Year or for Qualified Salary, Qualified Director Compensation and Qualified Quarterly Bonus deferrals for a specific calendar year may be superseded by a subsequent election, which subsequent election shall then apply to that portion of the Part B Participant's Part B Account that relates to deferrals for such Plan Year or calendar year, as applicable, as the same may increase from time to time. Notwithstanding the foregoing, no subsequent election pursuant to this Section 13.3 shall be effective unless (i) it is made at least twelve (12) months prior to the Part B Participant's death, (ii) such election does not become effective until twelve (12) months after its submission and (iii) such ele ction provides for the deferral of the date of commencement of distributions for a minimum of five (5) additional years. For purposes of the 5-year re-deferral limitation set forth in the preceding sentence, distributions that are to be paid in installments (as opposed to in a lump sum) shall be treated as a single payment payable on the date the installments are due to commence.

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Section 13.4 Distributions upon a Part B Participant's Disability

           (a) The remaining balance of the Part B Account of a Part B Participant who becomes Disabled shall be paid in the manner set forth in this Section 13.4. Subject to Section 13.8, with respect to a Part B Participant who does not incur a Separation from Service prior to his or her Disability, such balance shall be paid, as specified by the Part B Participant in a Part B Distribution Election made pursuant to this Section 13.4, or, if no such election is made, pursuant to Section 13.1 or Section 13.2, as applicable. Any such Part B Distribution Election made pursuant to this Section 13.4 shall specify (i) whether payment shall be made in a lump-sum distribution or in approximately equal annual installments over a period of 1 to 15 years, and (ii) whether payment(s) shall commence on the first, second, third, fourth or fifth anniversary of the date of Disability, or shall commence within thirty (30) days following th e date of Disability. Subject to Section 13.8, with respect to a Part B Participant who does incur a Separation from Service prior to his or her Disability, upon such Part B Participant's Disability the remaining balance of the Part B Participant's Part B Account shall be paid as specified by the Part B Participant in a Part B Distribution Election made pursuant to this Section 13.4, or, if no such election is made, pursuant to Section 13.1 or Section 13.2, as applicable. Any such Part B Distribution Election made pursuant to this Section 13.4 shall specify (1) whether payment shall be made in a lump-sum distribution or in approximately equal annual installments over a period of 1 to 15 years, and (2) whether payment(s) shall commence on the first, second, third, fourth or fifth anniversary of the date of Disability, or shall commence within thirty (30) days following the date of Disability.

           (b) At the time a Part B Participant elects to defer Qualified Annual Bonus under Part B of the Plan for a specific Plan Year, he or she shall make a Part B Distribution Election pursuant to this Section 13.4 with respect to such deferrals. At the time a Part B Participant elects to defer Qualified Salary or Qualified Director Compensation under Part B of the Plan for a specific calendar year, he or she shall make a Part B Distribution Election pursuant to this Section 13.4 with respect to such deferrals. At the time a Part B Participant elects to defer Qualified Quarterly Bonuses under Part B of the Plan for a specific calendar year, he or she shall make a Part B Distribution Election pursuant to this Section 13.4 with respect to such deferrals. All such Part B Distribution Elections shall remain in effect and shall apply only to that portion of the Part B Participant's Part B Account that relates to Qualified Annual Bonus, Q ualified Salary, Qualified Director Compensation or Qualified Quarterly Bonuses deferred during such Plan Year or calendar year, as applicable, as the same may increase from time to time. A Part B Distribution Election pursuant to this Section 13.4 for Qualified Annual Bonus deferrals for a specific Plan Year or for Qualified Salary, Qualified Director Compensation and Qualified Quarterly Bonus deferrals for a specific calendar year may be superseded by a subsequent election, which subsequent election shall then apply to that portion of the Part B Participant's Part B Account that relates to deferrals for such Plan Year or calendar year, as applicable, as the same may increase from time to time. Notwithstanding the foregoing, no subsequent election pursuant to this Section 13.4 shall be effective unless (i) it is made at least twelve (12) months prior to the Part B Participant's Disability, (ii) such election does not become effective until twelve (12) months after its submission and (iii) suc h election provides for the deferral of the date of commencement of distributions for a minimum of five (5) additional years. For purposes of the 5-year re-deferral limitation set forth in the preceding sentence, distributions that are to be paid in installments (as opposed to in a lump sum) shall be treated as a single payment payable on the date the installments are due to commence.

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Section 13.5 Distributions upon a Change in Control

          At the time a Part B Participant (i) elects to defer Qualified Annual Bonus under Part B of the Plan for a specific Plan Year, (ii) elects to defer Qualified Salary or Qualified Director Compensation under Part B of the Plan for a specific calendar year and (iii) elects to defer Qualified Quarterly Bonuses under Part B of the Plan for a specific calendar year, he or she shall have the opportunity to make a Part B Distribution Election pursuant to this Section 13.5 with respect to such deferrals such that, subject to Section 13.8, the remaining balance of that portion of the Part B Account of the Part B Participant at the time of a Change in Control shall be paid in the manner set forth in this Section 13.5 (whether or not such Change in Control occurs prior to or following the Part B Participant's Separation from Service for any reason). Such Part B Distribution Election shall specify (i) whether payment sh all be made in a lump-sum distribution or in approximately equal annual installments over a period of 1 to 3 years, and (ii) whether payment(s) shall commence on the first anniversary of the date of the Change in Control, or shall commence within thirty (30) days following the date of the Change in Control. Each such Part B Distribution Election shall be irrevocable and shall apply only to that portion of the Part B Participant's Part B Account that relates to Qualified Annual Bonus, Qualified Salary, Qualified Director Compensation or Qualified Quarterly Bonuses deferred during such Plan Year or calendar year, as applicable, as the same may increase from time to time.

Section 13.6 Optional Distributions

           (a) At the time a Part B Participant (i) elects to defer Qualified Annual Bonus under Part B of the Plan for a specific Plan Year, (ii) elects to defer Qualified Salary or Qualified Director Compensation under Part B of the Plan for a specific calendar year and (iii) elects to defer Qualified Quarterly Bonuses under Part B of the Plan for a specific calendar year, he or she may also elect with respect to such deferrals, pursuant to this Section 13.6, to receive, subject to Section 13.8, a special, lump-sum distribution of any or all of such deferrals on a date specified by the Part B Participant in a Part B Distribution Election, which date must be at least 24 months after the date of such election. Any such special distribution shall be made within five (5) business days after the date therefor specified by the Part B Participant.

           (b) An election pursuant to this Section 13.6 may be superseded by a subsequent election; provided, however, that such subsequent election shall not be effective unless: (i) it is made at least twelve (12) months prior to the date upon which the special distribution would have otherwise been made; (ii) the subsequent election is not effective until twelve (12) months after its submission; and (ii) the date of the special distribution specified in the subsequent election is at least five (5) years later than the date specified in the initial election.

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Section 13.7 Required Delay in Payments to Certain Part B Participants

          Notwithstanding anything herein to the contrary: no distributions to a Specified Employee under Part B of the Plan that are to be made as a result of the Specified Employee's Separation from Service for any reason other than death or Disability shall be made or commence prior to the date that is six months after the date of Separation from Service, or such shorter period that, in the opinion of such counsel, is sufficient to avoid the imposition of the additional tax under Section 409A(a)(1)(B) or any other taxes or penalties imposed under Section 409A (the "Section 409A Taxes"); provided that any distributions that otherwise would have been payable during such six-month (or shorter) period shall continue to accrue earnings under Article XII and shall be distributed (together with any earnings thereon) in lump sum on the first day following the expiration of such six-month (or shorter) period.

Section 13.8 Ordering of Distribution Elections

          In the event that a portion of a Part B Participant's Part B Account becomes payable under two or more Part B Distribution Elections made pursuant to Sections 13.1 through 13.6, the Part B Distribution Election that would result in the complete distribution of that portion of the Part B Participant's Part B Account on the earliest date shall control. For purposes of this Section 13.8, the payment of distributions pursuant to Section 13.2 following a Separation from Service other than by reason of death or Disability prior to Retirement shall be considered a Part B Distribution Election to receive such amounts in the manner specified in Section 13.2.

          By way of example, assume that a Part B Participant elects with respect to deferrals of Qualified Salary for the calendar year 2005 to receive distributions of that portion of the Part B Participant's Part B Account (i) pursuant to Section 13.1 in equal annual installments over 15 years commencing on the first anniversary of his or her Separation from Service upon Retirement and (ii) pursuant to Section 13.5 in lump sum within in 5 days following a Change in Control. Assume further that the Part B Participant incurs a Separation from Service due to Retirement on July 1, 2007 and that a Change in Control subsequently occurs on February 17, 2010. On July 1, 2008, the Part B Participant would commence receipt of distributions with respect to his or her Qualified Salary deferrals from the calendar year 2005 (increased by any earnings thereon), installments of which would be paid on July 1, 2008 and July 1, 2009, then, within 5 days of February 17, 2010, the Part B Participant would receive a lump sum distribution of the remaining portion of his or her Part B Account that relates to deferrals of Qualified Salary during the calendar year 2005 (together with any earnings thereon).

Section 13.9 Timing of Distribution Elections for Certain Section 409A Deferrals

          Notwithstanding anything herein to the contrary, each Part B Participant may make Part B Distribution Elections with respect to Section 409A Deferrals pursuant to this Article XIII (and shall have the ability to replace such elections with subsequent elections without the imposition of any of the limitations on subsequent elections set forth in this Article XIII) at any time prior to December 31, 2006; provided, however, that no such Part B Distribution Election made in the calendar year 2006 may change payment elections with respect to payments that the Part B Participant would otherwise receive in the calendar year 2006, or to accelerate payments into calendar year 2006 that would not have otherwise been made in 2006.

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Section 13.10 Applicable Taxes

          All distributions under Part B of the Plan shall be subject to withholding for all amounts which the Company is required to withhold under federal, state or local tax law.

ARTICLE XIV

WITHDRAWALS FROM DEFERRED COMPENSATION ACCOUNTS

Section 14.1 Hardship Distributions from Part B Accounts

           (a) By delivering a written election to such effect to the Administrator, at any time a Part B Participant may elect to take a distribution from the Part B Participant's Part B Account on account of the Part B Participant's Hardship, but only to the extent that the Hardship is not otherwise relievable:

           (i) through reimbursement or compensation by insurance or otherwise,

           (ii) by liquidation of the Participant's assets (to the extent that such liquidation does not itself cause a Hardship), or

           (iii) cessation of deferrals under the Plan.

           (b) The amount of the hardship withdrawal pursuant to this Section 14.1 shall not exceed the amount reasonably necessary to satisfy the emergency need (which may include amounts necessary to pay any Federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution).

Section 14.2 Withdrawals to Pay Employment Taxes

          The Administrator shall automatically make a distribution from a Part B Participant's Part B Account as and to the extent necessary, as determined by the Administrator, to pay (a) the Federal Insurance Contributions Act (FICA) tax imposed on the Part B Participant in respect of Section 409A Deferrals under Sections 3101, 3121(a) and 3121(v)(2) of the Code, as applicable, and/or (b) any income tax withholding imposed on the Part B Participant in respect of Section 409A Deferrals under federal, state or local tax law as a result of the payment of the FICA tax; provided, in each case, that such distribution does not exceed the aggregate amount of the FICA tax and such income tax withholding.

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Section 14.3 Withdrawals Upon Amounts Becoming Subject to Section 409A

          The Administrator shall automatically make a distribution from a Part B Participant's Part B Account at any time the Administrator determines, upon the advice of counsel, that all or a portion of Part B of this Plan fails to meet the requirements of Section 409A; provided that any distribution pursuant to this Section 14.3 does not exceed the amount required to be included in income as a result of the failure to comply with the requirements of Section 409A.

Section 14.4 Payment of Withdrawals

          All withdrawals under this Article XIV shall be paid within thirty (30) days after either (i) a valid election to withdraw pursuant to Section 14.1 is delivered to the Administrator or (ii) the Administrator makes a determination to permit the withdrawal under Sections 14.2 or 14.3. The Administrator shall give prompt notice to the Part B Participant if an election under Section 14.1 is invalid and is therefore rejected, identifying the reason(s) for the invalidity. If the Administrator has not paid but has not affirmatively rejected an election within the applicable thirty (30) day deadline, then the election shall be deemed rejected, on the thirtieth (30^th) day, as applicable. If a withdrawal election is rejected, the Part B Participant may bring a claim for benefits under Section 15.11.

Section 14.5 Effect of Withdrawals

          If a Part B Participant receives a withdrawal under this Article XIV after payments have commenced under Article XIII, the remaining payments shall be recalculated, by reamortizing the remaining payments over the remaining term and applying the then-current rate used to credit earnings under Section 12.3.

Section 14.6 Applicable Taxes

          All withdrawals under Part B of the Plan shall be subject to withholding for all amounts which the Company is required to withhold under federal, state or local tax law.

ARTICLE XV

ADMINISTRATIVE PROVISIONS

Section 15.1 Administrator's Duties and Powers

          The Administrator shall conduct the general administration of Part B of the Plan in accordance with Part B of the Plan and shall have all the necessary power, authority and discretion to carry out that function. Among its necessary powers and duties are the following:

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           (a) To delegate all or part of its function as Administrator to others and to revoke any such delegation.

           (b) To determine questions of eligibility of Part B Participants and their entitlement to benefits, subject to the provisions of Section 15.11.

           (c) To select and engage attorneys, accountants, actuaries, trustees, appraisers, brokers, consultants, administrators, physicians, or other persons to render service or advice with regard to any responsibility the Administrator or the Board has under Part B of the Plan, or otherwise, to designate such persons to carry out fiduciary responsibilities under Part B of the Plan, and (together with the Committee, the Company, the Board and the officers and Employees of the Company) to rely upon the advice, opinions or valuations of any such persons, to the extent permitted by law, being fully protected in acting or relying thereon in good faith.

           (d) To interpret Part B of the Plan and any relevant facts for purpose of the administration and application of Part B of the Plan, in a manner not inconsistent with Part B of the Plan or applicable law and to amend or revoke any such interpretation.

           (e) To conduct claims procedures as provided in Section 15.11.

Section 15.2 Limitations Upon Powers

          The Plan shall be uniformly and consistently administered, interpreted and applied with regard to all Part B Participants in similar circumstances. The Plan shall be administered, interpreted and applied fairly and equitably and in accordance with the specified purposes of Part B of the Plan. Notwithstanding the foregoing, the distribution forms and commencement dates specified in Section 13.1(a) shall apply to such Part B Participants, and in such manner, as the Administrator determines in its sole discretion.

Section 15.3 Final Effect of Administrator Action

          Except as provided in Section 15.11, all actions taken and all determinations made by the Administrator in good faith shall be final and binding upon all Part B Participants, the Company and any person interested in Part B of the Plan.

Section 15.4 Delegation by Administrator

           (a) The Administrator may, but need not, appoint a delegate (the "Delegate") which may be a single individual or a Committee consisting of two or more members, to hold office during the pleasure of the Administrator. The Delegate shall have such powers and duties as are delegated to it by the Administrator. The Delegate and/or Committee members shall not receive payment for their services as such.

           (b) Appointment of the Delegate and/or Committee members shall be effective upon filing of written acceptance of appointment with the Administrator.

           (c) The Delegate and/or Committee member may resign at any time by delivering written notice to the Administrator.

           (d) Vacancies in the Delegate and/or Committee shall be filled by the Administrator.

           (e) If there is a Committee, the Committee shall act by a majority of its members in office; provided, however, that the Committee may appoint one of its members or a delegate to act on behalf of the Committee on matters arising in the ordinary course of administration of Part B of the Plan or on specific matters.

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Section 15.5 Indemnification by the Company; Liability Insurance

          The Company shall pay or reimburse any of the Company's officers, directors, Committee members or Employees who are fiduciaries with respect to Part B of the Plan for all expenses incurred by such persons in, and shall indemnify and hold them harmless from, all claims, liability and costs (including reasonable attorneys' fees) arising out of the good faith performance of their duties under Part B of the Plan. The Company may obtain and provide for any such person, at the Company's expense, liability insurance against liabilities imposed on such person by law.

Section 15.6 Recordkeeping

           (a) The Administrator shall maintain suitable records of each Part B Participant's Part B Account which, among other things, shall show separately deferrals and the earnings credited thereon, as well as distributions and withdrawals therefrom and records of its deliberations and decisions.

           (b) The Administrator shall appoint a secretary, and at its discretion, an assistant secretary, to keep the record of proceedings, to transmit its decisions, instructions, consents or directions to any interested party, to execute and file, on behalf of the Administrator, such documents, reports or other matters as may be necessary or appropriate under ERISA and to perform ministerial acts.

           (c) The Administrator shall not be required to maintain any records or accounts which duplicate any records or accounts maintained by the Company.

Section 15.7 Statement to Part B Participants

          By March 15 of each year, the Administrator shall furnish to each Part B Participant a statement setting forth the value of the Part B Participant's Part B Account as of the preceding December 31 and such other information as the Administrator shall deem advisable to furnish.

Section 15.8 Inspection of Records

          Copies of the Plan and records of a Part B Participant's Part B Account shall be open to inspection by the Part B Participant or the Part B Participant's duly authorized representatives at the office of the Administrator at any reasonable business hour.

Section 15.9 Identification of Fiduciaries

          The Administrator shall be the named fiduciary of Part B of the Plan and, as permitted or required by law, shall have exclusive authority and discretion to operate and administer Part B of the Plan.

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Section 15.10 Procedure for Allocation of Fiduciary Responsibilities

           (a) Fiduciary responsibilities under Part B of the Plan are allocated as follows:

           (i) The sole duties, responsibilities and powers allocated to the Board, any Committee and any fiduciary shall be those expressly provided in the relevant Sections of Part B of the Plan.

           (ii) All fiduciary duties, responsibilities, and powers not allocated to the Board, any Committee or any fiduciary, are hereby allocated to the Administrator, subject to delegation.

           (b) Fiduciary duties, responsibilities and powers under Part B of the Plan may be reallocated among fiduciaries by amending the Plan in the manner prescribed in Section 16.6, followed by the fiduciaries' acceptance of, or operation under, such amended Plan.

Section 15.11 Claims Procedure

           (a) Any Part B Participant or Beneficiary has the right to make a written claim for benefits under Part B of the Plan. If such a written claim is made, and the Administrator wholly or partially denies the claim, the Administrator shall provide the claimant with written notice of such denial, setting forth, in a manner calculated to be understood by the claimant:

          (i)    the specific reason or reasons for such denial;

          (ii)   specific reference to pertinent Plan provisions on which the denial is based;

          (iii)  a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

          (iv)   an explanation of the Plan's claims review procedure and time limits applicable to those procedures, including a statement of the claimant's right to bring a civil action under ERISA Section 502(a) if the claim is denied on appeal.

           (b) The written notice of any claim denial pursuant to Section 15.11(a) shall be given not later than thirty (30) days after receipt of the claim by the Administrator, unless the Administrator determines that special circumstances require an extension of time for processing the claim, in which event:

          (i)    written notice of the extension shall be given by the Administrator to the claimant prior to thirty(30) days after receipt of the claim;

          (ii)   the extension shall not exceed a period of thirty (30) days from the end of the initial thirty (30) day period for giving notice of a claim denial; and

          (iii)  the extension notice shall indicate (A) the special circumstances requiring an extension of time and (B) the date by which the Administrator expects to render the benefit determination.

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           (c) The decision of the Administrator shall be final unless the claimant, within sixty (60) days after receipt of notice of the claims denial from the Administrator, submits a written request to the Board, or its delegate, for an appeal of the denial. During that sixty (60) day period, the claimant shall be provided, upon request and free of charge, reasonable access to , and copies of, all documents, records and other information relevant to the claim for benefits. The claimant shall be provided the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits as part of the claimant's appeal. The claimant may act in these matters individually, or through his or her authorized representative.

           (d) After receiving the written appeal, if the Board, or its delegate, shall issue a written decision notifying the claimant of its decision on review, not later than thirty (30) days after receipt of the written appeal, unless the Board or its delegate determines that special circumstances require an extension of time for reviewing the appeal, in which event:

           (i) written notice of the extension shall be given by the Board or its delegate prior to thirty (30) days after receipt of the written appeal;

           (ii) the extension shall not exceed a period of thirty (30) days from the end of the initial thirty (30) day review period;

           (iii) the extension notice shall indicate (A) the special circumstances requiring an extension of time and (B) the date by which the Board or its delegate expects to render the appeal decision.

The period of time within which a benefit determination on review is required to be made shall begin at the time an appeal is received by the Board or its delegate, without regard to whether all the information necessary to make a benefit determination on review accompanies the filing of the appeal. If the period of time for reviewing the appeal is extended as permitted above, due to a claimant's failure to submit information necessary to decide the claim on appeal, then the period for making the benefit determination on review shall be tolled from the date on which the notification of the extension is sent to the claimant until the date on which the claimant responds to the request for additional information.

           (e) In conducting the review on appeal, the Board or its delegate shall take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. If the Board or its delegate upholds the denial, the written notice of decision from the Board or its delegate shall set forth, in a manner calculated to be understood by the claimant:

          (i)    the specific reason or reasons for the denial

          (ii)   specific reference to pertinent Plan provisions on which the denial is based;

          (iii)  a statement that the claimant is entitled to be receive, upon request and free of charge, reasonable access to , and copies of, all documents, records and other information relevant to the claim for benefits.

          (iv)   A statement of the claimant's right to bring a civil action under ERISA 502(a).

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           (f) If the Plan or any of its representatives fail to follow any of the above claims procedures, the claimant shall be deemed to have duly exhausted the administrative remedies available under the plan and shall be entitled to pursue any available remedies under ERISA Section 502(a), including but not limited to the filing of an action for immediate declaratory relief regarding benefits due under the Plan.

Section 15.12 Conflicting Claims

          If the Administrator is confronted with conflicting claims concerning a Part B Participant's Part B Account, the Administrator may interplead the claimants in an action at law, or in an arbitration conducted in accordance with the rules of the American Arbitration Association, as the Administrator shall elect in its sole discretion, and in either case, the attorneys' fees, expenses and costs reasonably incurred by the Administrator in such proceeding shall be paid from the Part B Participant's Part B Account.

Section 15.13 Service of Process

          The Secretary of Computer Sciences Corporation is hereby designated as agent of the Plan for the service of legal process.

ARTICLE XVI

MISCELLANEOUS PROVISIONS

Section 16.1 Termination of Part B of the Plan

           (a) While Part B of the Plan is intended as a permanent program, the Board shall have the right at any time to declare Part B of the Plan terminated completely as to the Company or as to any group, division or other operational unit thereof or as to any affiliate thereof.

           (b) Discharge or layoff of any Employees without such a declaration shall not result in a termination of Part B of the Plan.

           (c) Subject to Section 16.1(d), in the event of any termination, the Board, in its sole and absolute discretion may elect to:

           (i) maintain Part B Participants' Part B Accounts, payment of which shall be made in accordance with Articles XIII and XIV; or

           (ii) to the extent permissible under Section 409A without the imposition of the Section 409A Taxes, liquidate all of Part B of the Plan and distribute each Part B Participant's Part B Account in a lump sum or in installments; provided that all such distributions (i) commence no earlier than the date that is twelve (12) months following the date of such termination (or such earlier date permitted under Section 409A without the imposition of the Section 409A Taxes) and (ii) are completed by the date that is twenty-four (24) months following the date of such termination (or such later date permitted under Section 409A without the imposition of the Section 409A Taxes).

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           (d) Notwithstanding anything herein to the contrary, to the extent permitted under Section 409A without the imposition of the Section 409A Taxes, the Board (including the board of directors of any successor the to Company) shall have the right at any time within the period beginning thirty (30) days prior to a Change in Control and ending twelve (12) months following a Change in Control, to completely terminate Part B of this Plan. In the event of a Plan termination pursuant to this Section 16.1(d), the Administrator shall liquidate all of Part B of this Plan and distribute each Part B Participant's Part B Account in a lump sum or in installments; provided that all such distributions are completed by the date that is thirty (30) days following the date of such termination.

Section 16.2 Limitation on Rights of Part B Participants

          The Plan is strictly a voluntary undertaking on the part of the Company and shall not constitute a contract between the Company and any Employee or any Nonemployee Director, or consideration for, or an inducement or condition of, the employment of an Employee or service of a Nonemployee Director. Nothing contained in Part B of the Plan shall give any Employee or Nonemployee Director the right to be retained in the service of a Company or to interfere with or restrict the right of the Company, which is hereby expressly reserved, to discharge or retire any Employee or Nonemployee Director, except as otherwise provided by a written employment agreement between the Company and the Employee or Nonemployee Director, at any time without notice and with or without cause. Inclusion under Part B of the Plan will not give any Employee or Nonemployee Director any right or claim to any benefit hereunder except to the extent such right has specifically become fixed under the terms of Part B of the Plan. The doctrine of substantial performance shall have no application to Employees, Nonemployee Directors, Part B Participants or any other persons entitled to payments under Part B of the Plan.

Section 16.3 Consolidation or Merger; Adoption of Plan by Other Companies

           (a) In the event of the consolidation or merger of the Company with or into any other entity, or the sale by the Company of substantially all of its assets, the resulting successor may continue Part B of the Plan by adopting it in a resolution of its Board of Directors. If within 90 days from the effective date of such consolidation, merger or sale of assets, such successor corporation does not adopt Part B of the Plan, Part B of the Plan shall be terminated in accordance with Section 16.1.

           (b) There shall be no merger or consolidation with, or transfer of the liabilities of Part B of the Plan to, any other plan unless each Part B Participant in Part B of the Plan would have, if the combined or successor plans were terminated immediately after the merger, consolidation, or transfer, an account which is equal to or greater than his or her corresponding Part B Account under Part B of the Plan had Part B of the Plan been terminated immediately before the merger, consolidation or transfer.

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Section 16.4 Errors and Misstatements

          In the event of any misstatement or omission of fact by a Part B Participant to the Administrator or any clerical error resulting in payment of benefits in an incorrect amount, the Administrator shall promptly cause the amount of future payments to be corrected upon discovery of the facts and shall cause the Company to pay the Part B Participant or any other person entitled to payment under Part B of the Plan any underpayment in cash in a lump sum, or to recoup any overpayment from future payments to the Part B Participant or any other person entitled to payment under Part B of the Plan in such amounts as the Administrator shall direct, or to proceed against the Part B Participant or any other person entitled to payment under Part B of the Plan for recovery of any such overpayment.

Section 16.5 Payment on Behalf of Minor, Etc.

          In the event any amount becomes payable under Part B of the Plan to a minor or a person who, in the sole judgment of the Administrator, is considered by reason of physical or mental condition to be unable to give a valid receipt therefor, the Administrator may direct that such payment be made to any person found by the Administrator in its sole judgment, to have assumed the care of such minor or other person. Any payment made pursuant to such determination shall constitute a full release and discharge of the Company, the Board, the Administrator, the Committee and their officers, directors and employees.

Section 16.6 Amendment of Plan

          The Plan may be wholly or partially amended by the Board from time to time, in its sole and absolute discretion, including prospective amendments which apply to amounts held in a Part B Participant's Part B Account as of the effective date of such amendment and including retroactive amendments necessary to conform to the provisions and requirements of ERISA or the Code; provided, however, that no amendment shall decrease the amount of any Part B Participant's Part B Account as of the effective date of such amendment. Notwithstanding the foregoing, Section 16.7 shall not be amended in any respect on or after a Change in Control and no amendment to this Plan shall reduce, limit or eliminate any rights of a Part B Participant to distributions pursuant to Article XIV for deferrals for which elections under Article XI occurred prior to the effective date of the amendment, without the Part B Participant's prior written consent, exce pt for amendments necessary to conform to the provisions and requirements of ERISA or the Code.

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Section 16.7 Funding

           (a) Subject to Section 16.7(b), all benefits payable under Part B of the Plan will be paid from the general assets of the Company and no Part B Participant or beneficiary shall have any claim against any specific assets of the Company.

           (b) Not later than the occurrence of a Change in Control, the Company shall cause to be transferred to a grantor trust described in Section 671 of the Code, assets equal in value to all accrued obligations under Part B of the Plan as of one day following a Change in Control, in respect of both active employees of the Company and retirees as of that date. Such trust by its terms shall, among other things, be irrevocable. The value of liabilities and assets transferred to the trust shall be determined by one or more nationally recognized firms qualified to provide actuarial services as described in Section 4 of the Computer Sciences Corporation Severance Plan for Senior Management and Key Employees. The establishment and funding of such trust shall not affect the obligation of the Company to provide benefits payments under the terms of Part B of the Plan to the extent such benefits are not paid from the trust.

Section 16.8 Governing Law

          The Plan shall be construed, administered and governed in all respects under and by the laws of the State of California, except to the extent such laws may be preempted by ERISA.

Section 16.9 Pronouns and Plurality

          The masculine pronoun shall include the feminine pronoun, and the singular the plural where the context so indicates.

Section 16.10 Titles

          Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of Part B of the Plan.

Section 16.11 References

          Unless the context clearly indicates to the contrary, a reference to a statute, regulation or document shall be construed as referring to any subsequently enacted, adopted or executed statute, regulation or document.

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EX-10.2

Exhibit 10.2

EXHIBIT 10.2

AMENDMENT AND RESTATEMENT OF THE

COMPUTER SCIENCES CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

AND SUMMARY PLAN DESCRIPTION

Effective as of January 1, 2005



ARTICLE I

Purpose

          The purpose of this Supplemental Executive Retirement Plan ("Supplemental Plan") is to provide retirement benefits to designated officers and key executives of Computer Sciences Corporation (the "Company") in addition to retirement benefits that may be payable under the Computer Sciences Corporation Employee Pension Plan, and in addition to any other retirement plan (other than the social security system to the extent provided herein) under which benefits may be payable with respect to such person. This document is also intended to constitute the Summary Plan Description for the Supplemental Plan.

          It is intended that this Supplemental Plan be a plan "for a select group of management or highly compensated employees" as set forth in Section 201(2) of the Employee Retirement Income Security Act of 1974.

          Subject to Articles X and XXX hereof, benefits under this Supplemental Plan shall be payable solely from the general assets of the Company and no Participant or other person shall be entitled to look to any source for payment of such benefits other than the general assets of the Company.

ARTICLE II

Effective Date/Restatement Date

          The Supplemental Plan was effective as of September 1, 1985. The Supplemental Plan was amended and restated effective August 9, 2004. The Supplemental Plan is hereby amended and restated effective as of January 1, 2005 (the "2005 Restatement"), which amendment and restatement is intended as good faith compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations and other Treasury Department guidance promulgated thereunder ("Section 409A"). The 2005 Restatement shall only apply to "amounts deferred" (within the meaning of Section 409A) in taxable years beginning after December 31, 2004, and any earnings thereon (collectively, "Post-2004 Deferrals"). The provisions of the Supplemental Plan in existence prior to the 2005 Restatement shall continue to govern "amounts deferred" (within the meaning of Section 409A) in taxable years beginning before January 1, 200 5, and any earnings thereon (collectively, "Pre-2005 Deferrals"). As such, the 2005 Restatement will divide the Plan into two parts: Part A, which is applicable solely to Pre-2005 Deferrals, and Part B, which is applicable solely to Post-2004 Deferrals.

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ARTICLE III

Participants

          No person shall be a Participant in this Supplemental Plan unless (a) such individual is specifically designated as such in a written instrument executed by the Chief Executive Officer of the Company (the "Chief Executive Officer"), and (b) such individual has consented to be governed by the terms of this Supplemental Plan by execution of a written instrument in form satisfactory to the Company.

          A person shall cease to be a Participant in this Supplemental Plan in the event of (a) a Plan amendment having such effect, or (b) the occurrence of an event described in this Supplemental Plan which terminates such participation, or (c) prior to a Change in Control (as hereinafter defined), the Chief Executive Officer notifies such person, in writing, of the discontinuance of such person's participation pursuant to Article XVIII and/or Article XXVII of this Supplemental Plan. In determining whether any person shall commence or cease to be a Participant herein, the Chief Executive Officer, acting in such capacity, shall have complete and unfettered discretion.

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PART A

All capitalized terms used in this Part A shall have the definitions provided for in this Part A or Articles I, II or III of this Supplemental Plan.

ARTICLE IV

Part A Retirement Benefits

          The amount of retirement benefit payable under Part A to each Participant upon Separation from Service (as defined in paragraph (d) below) shall be as determined in this Article IV, except as otherwise provided in Articles XIX, XX and XXI.

           (a) A Participant who is entitled to receive a benefit under the Computer Sciences Corporation Employee Pension Plan ("Pension Plan"), shall be entitled to receive an excess benefit under Part A of this Supplemental Plan (a "Part A Excess Benefit"). The Part A Excess Benefit hereunder vests at the time that the Participant becomes vested under the Pension Plan. The Part A Excess Benefit is the additional monthly amount calculated as follows: the additional monthly amount which the Participant would otherwise be entitled to receive as a single life annuity under the Pension Plan at the date of commencing payment of the Part A Excess Benefit, if the limitations imposed by Sections 401(a)(17) and 415 of the Code were not applied, less any benefits that the Participant is entitled to receive as a single life annuity at that date under Appendix M of the Pension Plan, and provided further, that in making such calculation:

(i) all deferrals of salary under the Company's Deferred Compensation Plan shall be disregarded, as if no deferrals had been made;

(ii) compensation for periods of time prior to date of first participation in this Supplemental Plan shall be disregarded and not taken into account; and

(iii) compensation from all affiliates of the Company shall be taken into account, as if such affiliates were participating employers in the Pension Plan.

Notwithstanding anything herein to the contrary, the amount payable pursuant to this paragraph (a) shall be limited to the maximum amount otherwise payable pursuant to this paragraph (a) that qualifies as a Pre-2005 Deferral.

          In addition to the benefit described in this paragraph (a), a benefit as described in paragraph (b) following may be payable to the Participant. The Participant shall automatically commence receiving Participant's Part A Excess Benefit on the date on which the Participant commences to receive benefits under the Pension Plan.

           (b) A Participant who has a Separation from Service (as hereinafter defined) on or after attaining age sixty-two (62) shall receive an amount determined under this paragraph (b). A Participant who has a Separation from Service prior to attaining age sixty-two (62) shall only receive an amount

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determined under this paragraph (b) if he or she is entitled to an early separation benefit pursuant to Article V(b), a pre-retirement death benefit pursuant to Article VII(b)(ii) or a disability benefit pursuant to Article VIII. Amounts payable pursuant to this paragraph (b) shall be paid monthly in the form of a life annuity. Payments shall commence on the first day of the calendar month that is on or immediately after a Participant's Separation from Service date. The monthly amount payable shall be equal to (i) one-twelfth (1/12) of fifty percent (50%) of the Participant's Average Base Salary Rate (as defined in paragraph (d) below), minus (ii) the amount determined under paragraph (c) below. The resulting amount will be proportionately reduced pursuant to paragraph (e) below if the Participant has a Separation from Service prior to attaining age sixty-two (62) and/or with fewer than twelve (12) years of Continuous Service. Notwithstanding anything herein to the co ntrary, the amount payable pursuant to this paragraph (b) shall be limited to the maximum amount otherwise payable pursuant to this paragraph (b) that qualifies as a Pre-2005 Deferral.

           (c) The amount determined under this paragraph (c) shall generally be equal to the primary social security benefit paid or payable to the Participant at the time benefits commence under Part A of this Supplemental Plan, whether or not the Participant is denied social security benefits because of other income or voluntarily forgoes social security income. However, where a Participant commences to receive benefits under Part A of this Supplemental Plan prior to attaining the minimum age (the "Minimum Social Security Age") at which he will be entitled to commence receiving social security benefits (currently age sixty-two (62)), his benefits under this Plan shall be reduced by the amount of social security benefits it is estimated he would be entitled to receive monthly. The estimated social security benefit will be calculated based on the Participant's compensation through his Separation from Service date as though he were the M inimum Social Security Age on such date, and in accordance with social security rules in effect at the time of his Separation from Service.

           (d) The term "Base Salary Rate" means the annual salary rate of a Participant from the Company and all Affiliates exclusive of overtime, bonus, incentive or any other type of special compensation. The term "Average Base Salary Rate" means the average of the highest three (3) of the last five (5) Base Salary Rates of a Participant which are the Base Salary Rates in effect on his Separation from Service date and on the same day and month for each of the four (4) years (or the period of Continuous Service if fewer than four (4) years) immediately preceding the Separation from Service date. If the period of Continuous Service as of a Participant's Separation from Service date is (i) less than two years but more than one year, "Average Base Salary Rate" means the average of the Base Salary Rate on his Separation from Service date and on the same day and month of the immediately preceding year, or (ii) less than one year, "Average B ase Salary Rate" means the Base Salary Rate on his Separation from Service date.

          Unless otherwise determined in writing with respect to a Participant by the Chief Executive Officer, the term "Continuous Service" means the period of service without interruption of a person commencing as of the date of hire of such person by the Company or an Affiliate and ending on the date of separation from service for any reason from the Company and all Affiliates ("Separation from Service"). The term "Affiliate" means a corporation or other entity of which fifty-one percent (51%) or more of the capital stock or capital or profits interest (in the case of a noncorporate entity) is directly or indirectly owned by the Company. A medical leave of absence not exceeding twelve (12) months authorized by a Company written policy or any other leave of absence authorized by a Company written policy or approved in writing by the Chief Executive Officer shall not be deemed an interruption in Continuous Service or a Separation from Serv ice.

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          In the event the Company acquires a corporation or other entity ("Acquisition"), and any employee of Acquisition, by written determination of the Chief Executive Officer of the Company, becomes a Participant in the Supplemental Plan, such Participant's period of Continuous Service shall commence no sooner than the date Acquisition becomes an Affiliate of the Company unless the Company's Chief Executive Officer otherwise determines and so confirms in writing.

          (e)  If a Participant has a Separation from Service prior to attaining age sixty-two (62) and/or with fewer than twelve (12) years of Continuous Service, then the benefit determined under paragraph (b) of this Article IV (after subtracting the amount determined under paragraph (c) of this Article IV) shall be proportionately reduced by five percent (5%) for each year under age sixty-two (62), and then further reduced by 1/12 for each year under twelve (12) years of Continuous Service, pro-rated, in each case, on a completed-months basis.

          By way of example, assume that a Participant entitled to receive a benefit determined under paragraph (b) has a Separation from Service at age sixty-one (61) and four (4) completed months, with ten (10) years and one (1) completed month of Continuous Service and an Average Base Salary Rate of $300,000. Assume further that the monthly amount calculated under paragraph (c) is $1,500. The monthly benefit determined under paragraph (b) would be equal to $11,000 (one-twelfth (1/12) of fifty percent (50%) of $300,000, or $12,500, minus $1,500), reduced by 3.33% (1/12 of 5% for each of the eight months under age sixty-two (62)) to $10,634, and further reduced by 15.97% (1/12 of 1/12 for each of the twenty-three (23) months under twelve (12) years of Continuous Service) to $8,936.

          Unless expressly determined to the contrary in writing by the Chief Executive Officer, no period of service completed by a person after attainment of age sixty-five (65) and no adjustment to any person's Base Salary Rate which occurs after attainment of age sixty-five (65) shall be taken into account in computing benefits hereunder.

ARTICLE V

Eligibility for Benefits

          (a)  Except as otherwise provided in paragraph (a) of Article IV, and in paragraph (b) of this Article V, and in Articles VII, VIII, IX and X:

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(i)    Participants shall become eligible to commence receiving retirement benefits under Part A of this Supplemental Plan after Separation from Service on or after attaining age sixty-two (62) and such benefits shall be calculated in accordance with the provisions of Article IV;

(ii)   no Participant in Part A of this Supplemental Plan shall have any vested interest in or right to receive a benefit hereunder until attainment of the age of sixty-two (62); and

(iii)  unless otherwise determined in writing by the Chief Executive Officer, any interruption in the Continuous Service of a Participant herein prior to the attainment of age sixty-two (62) shall terminate the participation in Part A of this Supplemental Plan of such Participant, and no benefit under Part A shall be payable to or with respect to such Participant.

           (b) A Participant whose Separation from Service occurs on or after attaining age fifty-five (55), but prior to attaining age sixty-two (62), will be entitled to a special early separation benefit, payable monthly as calculated in accordance with the provisions of Article IV(b), if such benefit is approved by the Chief Executive Officer in his or her sole and unfettered discretion. Under special circumstances, the Board of Directors of the Company may approve a special early separation benefit for a Participant whose Separation from Service occurs prior to attaining age fifty-five (55).

ARTICLE Vl

Form of Benefit Payments

           (a) Except as provided in Articles Vll and XIX, benefits payable based on the calculations in Article IV of Part A of this Supplemental Plan shall be paid monthly for the life-time of the Participant (unless an optional form is selected under paragraphs (b) or (c) of this Article Vl). Upon the death of the Participant, benefits shall continue to be paid to the Participant's spouse for the lifetime of such spouse at the rate of fifty percent (50%) of Participant's benefit (and to be calculated without regard to the offset in Article IV(a) regarding Appendix M of the Pension Plan), provided certain conditions are met. The conditions of such Spousal Benefit are (1) that the spouse shall be married to the Participant as of the date of the Participant's Separation from Service and (2) the spouse shall be no more than five years younger than the Participant. In the event the spouse is more than five years you nger than the Participant, the Participant may elect to receive benefit payments in the form of a joint and survivor option as described in paragraph (c) following.

           (b) Any Participant, who before September 1, 1993 has commenced to receive benefits and has not made a written election to receive an annuity pursuant to paragraph (a) preceding or paragraph (c) following, shall be entitled to one hundred twenty (120) monthly benefit payments in the amount specified in paragraph (b) of Article IV preceding and a life annuity of the Part A Excess Benefit as defined in paragraph (a) of Article IV preceding. If a Participant, who before September 1, 1993, has commenced to receive benefits and has not made a written election to receive an annuity

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pursuant to paragraph (a) preceding or paragraph (c) following, dies after Separation from Service and before receiving one hundred and twenty (120) monthly benefit payments, the remainder of the one hundred and twenty (120) monthly benefit payments shall be made to the Participant's designated beneficiary or, if no such beneficiary is then living or no such beneficiary can be located, to the Participant's estate. In the event a Participant has made a written election, prior to September 1, 1993, to receive an annuity pursuant to paragraph (a) preceding or paragraph (c) following, no benefit shall be payable under this paragraph (b), except that any Part A Excess Benefit under the Pension Plan, as provided in paragraph (a) of Article IV, shall be payable at the rate of fifty percent (50%) thereof to the Participant's spouse.

           (c) In the event that the Participant's spouse is more than five years younger than Participant, at any time prior to the later of September 1, 1993 or the commencement of benefits under Part A of this Supplemental Plan, a Participant may, in lieu of receiving benefits in the form described in paragraph (a) of this Article Vl, elect to receive benefit payments under Part A of this Supplemental Plan in the form of a joint and survivor option providing monthly benefits for the lifetime of the Participant with a stipulated percentage of such amount continued after the Participant's death to the spouse to whom the Participant is married as of the date of the Participant's Separation from Service, for the lifetime of such spouse. The amount of monthly payments available under this option shall be determined by reference to factors such as the Participant's life expectancy, the life expectancy of the Participant's spouse, prior benefits received under the Supplemental Plan, and the percentage of the Participant's monthly benefit which is continued after the Participant's death to the Participant's spouse, so that the value of the joint and survivor option is the actuarial equivalent of the benefits otherwise payable under paragraph (a) (or paragraph (b) if the Participant has elected coverage under paragraph (b) preceding) of this Article Vl inclusive of the Participant and the spousal fifty percent (50%) survivor benefits, which shall be calculated assuming the Participant's spouse was exactly five years younger than Participant. In determining the monthly amount payable under the joint and survivor option with respect to any Participant, the Company may rely upon such information as it, in its sole discretion, deems reliable, including but not limited to, the opinion of an enrolled actuary or annuity purchase rates quoted by an insurance company licensed to conduct an insurance business in the State of California. The elect ion of a joint and survivor option is irrevocable after benefit payments have commenced, and the monthly amount payable during the lifetime of the Participant shall in no event be adjusted by reason of the death of the Participant's spouse prior to the death of the Participant, or by reason of the dissolution of the marriage between the Participant and such spouse, or for any other reason.

ARTICLE Vll

Pre-Retirement Death Benefits

          In the event of the death of a Participant hereunder during a period of Continuous Service and participation in Part A of this Supplemental Plan and after attainment of age 55 (or if death occurs before age 55, then following approval of the Board of Directors of the Company in special circumstances), the beneficiary or the spouse of the Participant shall be entitled to benefits as provided below in paragraphs (a) and (b):

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           (a) Participant's spouse shall be entitled to a fifty percent (50%) or the actuarial equivalent spousal benefit (as determined pursuant to Article Vl, paragraphs (a) or (c), as applicable), attributable to Participant's Part A Excess Benefit under Article IV(a) above calculated as of the Participant's date of death (and to be calculated without regard to the offset in Article IV(a) regarding Appendix M of the Pension Plan), and with such spousal benefit to be reduced in an amount equal to any Qualified Pre-Retirement Survivor Annuity benefit under the Pension Plan relating to benefits on Appendix M thereof. This spousal benefit shall be automatically payable commencing on the same date on which spousal benefits commence under the Pension Plan.

           (b) At the written election of the Participant, either a benefit under paragraph (i) below or a benefit under paragraph (ii) below shall be paid by the Company. Such election shall be signed by the Participant and notarized and, if the Participant is married at the time of election, the election must also be signed by the Participant's spouse and notarized. The latest election on file in the Company's records shall be controlling. If no election has been made by the Participant, a benefit under paragraph (ii) below shall be paid by the Company.

           (i) A lump sum death benefit shall be payable by the Company to the Participant's designated beneficiary or, if no such beneficiary is then living or no such beneficiary can be located, to the Participant's estate. The amount of such death benefit shall be two (2) times the Participant's Base Salary Rate in effect on the date of the Participant's death. On the written request of a beneficiary but subject to the approval in writing of the Chief Executive Officer, the amount payable under this paragraph (b)(i) may be paid to a beneficiary in monthly or other installments over a period not exceeding one hundred and twenty (120) months.

           (ii) Participant's spouse shall receive a spousal fifty percent (50%) or the actuarial equivalent spousal benefit (as determined pursuant to Article Vl, paragraphs (a) or (c), as applicable), attributable to Participant's benefit under Article IV(b) above calculated as of the Participant's date of death. In the event a Participant is not married at the time of Participant's death and the Participant has elected the fifty percent (50%) spousal benefit, a lump sum death benefit shall be payable in accordance with paragraph (b)(i) preceding.

          No benefits shall be payable under this Article Vll if the Participant's death occurs as a result of an act of suicide within twenty-five (25) months after commencement of participation in this Supplemental Plan. Notwithstanding anything herein to the contrary, the amount payable pursuant to this Article VII shall be limited to the maximum amount otherwise payable pursuant to this Article VII that qualifies as a Pre-2005 Deferral.

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ARTICLE Vlll

Disability Benefits

          A disability benefit is payable under Part A of this Supplemental Plan, as follows:

           (a) If a Participant has a Separation from Service by reason of Permanent Disability (as hereinafter defined) prior to attaining age sixty-two (62) and on or after attaining age fifty-five (55) (or, in special circumstances, if such Separation from Service occurs prior to attaining age fifty-five (55) and has been approved for this benefit by the Board of Directors of the Company), then:

(i)    the Participant shall become eligible to commence receiving his or her Part A Excess Benefit under paragraph (a) of Article IV, as calculated thereunder as of the Separation from Service date (this benefit shall be automatically payable commencing on the same date on which benefits commence under the Pension Plan); and

(ii)   the Participant shall become eligible to commence receiving a benefit under paragraph (b) of Article IV, as calculated thereunder as of the Separation from Service date.

Notwithstanding anything herein to the contrary, the amount payable pursuant to this Article VIII shall be limited to the maximum amount otherwise payable pursuant to this Article VIII that qualifies as a Pre-2005 Deferral.

           (b) "Permanent Disability" shall mean the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months, unless a different definition applies for a Participant in an employment agreement approved by the Compensation Committee of the Board of Directors, in which case that different definition shall also apply to Part A of this Supplemental Plan. The Participant shall not be deemed to have a Permanent Disability until proof of the existence thereof shall have been furnished to the Board of Directors of the Company in such form and manner, and at such times, as the Board of Directors may require. Any determination by the Board of Directors of the Company that the Participant does or does not have a Permanent Disability shall be final and binding upon the Company and the Participant.

ARTICLE IX

Right to Amend, Modify, Suspend or Terminate Plan

By action of the Company's Board of Directors, the Company may amend, modify, suspend or terminate Part A of this Supplemental Plan without further liability to any employee or former employee or any other person. Notwithstanding the preceding sentence:

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           (a) Part A of this Supplemental Plan may not be amended, modified, suspended or terminated as to a Participant whose Separation from Service has occurred and who is entitled to receive or has commenced to receive benefits under Part A of this Supplemental Plan, without the express written consent of such Participant or, if deceased, such Participant's designated beneficiary or, if no beneficiary is then living or if no beneficiary can be located, such Participant's legal representative; and

           (b) following a Change in Control (as defined in Article X), Part A of this Supplemental Plan may not be amended, modified, suspended or terminated as to any Participant who was a Participant prior to such Change in Control, without the express written consent of such Participant.

           (c) Part A of this Supplemental Plan may not be amended, modified, suspended or terminated as to a Participant with respect to benefits already accrued under paragraph (a) of Article IV, without the express written consent of such Participant, but may be amended, modified, suspended or terminated as to a Participant with respect to benefits not yet accrued under paragraph (a) of Article IV without such consent.

ARTICLE X

Change in Control

          The term "Change in Control" means, after the effective date of this Supplemental Plan, (a) the acquisition by any person, entity or group (as defined in Section 13(d)3 of the Securities Exchange Act of 1934, as amended) as beneficial owner, directly or indirectly, of securities of the Company representing twenty percent (20%) or more of the combined voting power of the then outstanding securities of the Company, (b) a change during any period of two (2) consecutive years of a majority of the Board of Directors as constituted as of the beginning of such period, unless the election of each director who was not a director at the beginning of such period was approved by vote of at least two-thirds of the directors then in office who were directors at the beginning of such period, (c) a sale of substantially all of the property and assets of the Company, (d) a merger, consolidation, reorganization or other business combinatio n to which the Company is a party and the consummation of which results in the outstanding voting securities of the Company being exchanged for or converted into cash, property and/or securities not issued by the Company, (e) a merger, consolidation, reorganization or other business combination to which the Company is a party and the consummation of which does not result in the outstanding voting securities of the Company being exchanged for or converted into cash, property and/or securities not issued by the Company, provided that the outstanding voting securities of the Company immediately prior to such business combination (or, if applicable, the securities of the Company into which such voting securities are converted as a result of such business combination) represent less than 50% of the voting power of the Company immediately following such business combination, or (f) any other event constituting a change in control of the Company for purposes of Schedule 14A of Regulation 14A under the Securiti es Exchange Act of 1934.

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          In the event a Participant who was a Participant as of the date of a Change in Control either (a) has an involuntary Separation from Service for any reason (which, for purposes of this Article X, shall include a voluntary Separation from Service for Good Reason, as hereinafter defined) within thirty-six full calendar months following such Change in Control, or (b) has a voluntary Separation from Service for any reason other than Good Reason (including the death of the Participant) more than twelve (12) full calendar months after, but within thirty-six (36) full calendar months following, such Change in Control, such Participant shall be entitled to receive immediately upon such Separation from Service, without regard to approval by the Chief Executive Officer or any other person(s) (1) benefits attributable to paragraph (a) of Article IV hereunder in accordance with Articles IV, Vl, VII and VlIl, as a pplicable, with such benefits to commence when benefits under the Pension Plan commence, and (2) benefits attributable to paragraph (b) of Article IV hereunder in accordance with Articles IV, Vl, VII and VlIl, as applicable, with such benefits to commence at the time set forth in paragraph (b) of Article IV. Such benefits under paragraph (b) of Article IV shall be calculated as if, on the date of such Separation from Service, the Participant (i) had completed a number of years of Continuous Service equal to the greater of twelve (12) or the actual number of years of his or her Continuous Service, and (ii) had attained an age equal to the greater of sixty-two (62) or his or her actual age. Notwithstanding anything herein to the contrary, the amount payable pursuant to this Article X shall be limited to the maximum amount otherwise payable pursuant to this Article X that qualifies as a Pre-2005 Deferral.

          For purposes of Part A of this Supplemental Plan, a Participant's voluntary Separation from Service shall be deemed to be for "Good Reason" if it occurs within six months of any of the following without the Participant's express written consent:

           (a) a substantial change in the nature, or diminution in the status, of the Participant's duties or position from those in effect immediately prior to the Change in Control;

           (b) a reduction by the Company in the Participant's annual base salary as in effect on the date of a Change in Control or as in effect thereafter if such compensation has been increased and such increase was approved prior to the Change in Control;

           (c) a reduction by the Company in the overall value of benefits provided to the Participant, as in effect on the date of a Change in Control or as in effect thereafter if such benefits have been increased and such increase was approved prior to the Change in Control (as used herein, "benefits" shall include all profit sharing, retirement, pension, health, medical, dental, disability, insurance, automobile, and similar benefits);

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           (d) a failure to continue in effect any stock option or other equity-based or non-equity based incentive compensation plan in effect immediately prior to the Change in Control, or a reduction in the Participant's participation in any such plan, unless the Participant is afforded the opportunity to participate in an alternative incentive compensation plan of reasonably equivalent value;

           (e) a failure to provide the Participant the same number of paid vacation days per year available to him prior to the Change in Control, or any material reduction or the elimination of any material benefit or perquisite enjoyed by the Participant immediately prior to the Change in Control;

           (f) relocation of the Participant's principal place of employment to any place more than 35 miles from the Participant's previous principal place of employment;

           (g) any material breach by the Company of any stock option or restricted stock agreement; or

           (h) conduct by the Company, against the Participant's volition, that would cause the Participant to commit fraudulent acts or would expose the Participant to criminal liability;

provided that for purposes of clauses (b) through (e) above, "Good Reason" shall not exist (A) if the aggregate value of all salary, benefits, incentive compensation arrangements, perquisites and other compensation is reasonably equivalent to the aggregate value of salary, benefits, incentive compensation arrangements, perquisites and other compensation as in effect immediately prior to the Change in Control, or as in effect thereafter if the aggregate value of such items has been increased and such increase was approved prior to the Change in Control, or (B) if the reduction in aggregate value is due to reduced performance by the Company, the business unit of the Company for which the Participant is responsible, or the Participant, in each case applying standards reasonably equivalent to those utilized by the Company prior to the Change in Control.

          Not later than the occurrence of a Change in Control, the Company shall cause to be transferred to a grantor trust described in Section 671 of the Code, assets equal in value to all accrued obligations under Part A of this Supplemental Plan as of one day following a Change in Control, in respect of both active employees of the Company and retirees as of that date. Such trust by its terms shall, among other things, be irrevocable. The value of liabilities and assets transferred to the trust shall be determined by one or more nationally recognized firms qualified to provide actuarial services as described in Section 4 of the Computer Sciences Corporation Severance Plan for Senior Management and Key Employees. The establishment and funding of such trust shall not affect the obligation of the Company to provide supplemental pension payments under the terms of Part A of this Supplemental Plan to the extent such benefits are n ot paid from the trust.

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ARTICLE XI

No Assignment

          Benefits under Part A of this Supplemental Plan may not be assigned or alienated and shall not be subject to the claims of any creditor.

ARTICLE XII

Administration

          This Supplemental Plan shall be administered by the Chief Executive Officer or by such other person or persons to whom the Chief Executive Officer may delegate functions hereunder. With respect to all matters pertaining to this Supplemental Plan, the determination of the Chief Executive Officer or his designated delegate shall be conclusive and binding. The Chief Executive Officer shall be eligible to participate in this Supplemental Plan in the same manner as any other employee; provided, however, that the designation of the Chief Executive Officer as a Participant and any other action provided herein with respect to the Chief Executive Officer's participation shall be taken by the Compensation Committee of the Board of Directors of the Company.

ARTICLE XIII

Release

          In connection with any benefit or benefit payment under Part A of this Supplemental Plan, or the designation of any beneficiary or any election or other action taken or to be taken under Part A of the Supplemental Plan by any Participant or any other person, the Company, acting through its Chief Executive Officer or his delegate, may require such consents or releases as are reasonable under the circumstances, and further may require any such designation, election or other action to be in writing and in form reasonably satisfactory to the Chief Executive Officer or his delegate.

ARTICLE XIV

No Waiver

          The failure of the Company, the Chief Executive Officer or any other person acting on behalf thereof to demand a Participant or other person claiming rights with respect to a Participant to perform any act which such person is or may be required to perform hereunder shall not constitute a waiver of such requirement or a waiver of the right to require such act. The exercise of or failure to exercise any discretion reserved to the Company, its Chief Executive Officer or his delegate, to grant or deny any benefit to any Participant or other person under Part A of this Supplemental Plan shall in no way require the Company, its Chief Executive Officer or his delegate to similarly exercise or fail to exercise such discretion with respect to any other Participant.

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ARTICLE XV

No Contract

          This Supplemental Plan is strictly a voluntary undertaking on the part of the Company and, except with respect to the obligations of the Company upon and following a Change in Control, which shall be absolute and unconditional, shall not be deemed to constitute a contract or part of a contract between the Company (or an Affiliate) and any employee or other person, nor shall it be deemed to give any employee the right to be retained for any specified period of time in the employ of the Company (or an Affiliate) or to interfere with the right of the Company (or an Affiliate) to discharge or retire any employee at any time, nor shall this Supplemental Plan interfere with the right of the Company (or an Affiliate) to establish the terms and conditions of employment of any employee.

ARTICLE XVI

Indemnification

          The Company shall defend, indemnify and hold harmless the Officers and Directors of the Company acting in their capacity as such (and not as Participants herein) from any and all claims, expenses and liabilities arising out of their actions or failure to act hereunder, excluding fraud or willful misconduct.

ARTICLE XVII

Claim Review Procedure

          Benefits will be provided to each Participant or beneficiary as specified in Part A of this Supplemental Plan.

          (a)   If such person (a "Claimant") believes that the Claimant has not been provided with benefits due under Part A of this Supplemental Plan, then the Claimant has the right to make a written claim for benefits under the Plan. If such a written claim is made, and the Administrator wholly or partially denies the claim, the Administrator shall provide the Claimant with written notice of such denial, setting forth, in a manner calculated to be understood by the Claimant:

(i)    the specific reason or reasons for such denial;

(ii)   specific reference to pertinent Plan provisions on which the denial is based;

(iii)  a description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why such material or information is necessary; and

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(iv)   an explanation of the Plan's claims review procedure and time limits applicable to those procedures, including a statement of the Claimant's right to bring a civil action under ERISA Section 502(a) if the claim is denied on appeal.

           (b) The written notice of any claim denial pursuant to paragraph (a) of this Article XVII shall be given not later than thirty (30) days after receipt of the claim by the Administrator, unless the Administrator determines that special circumstances require an extension of time for processing the claim, in which event:

(i)    written notice of the extension shall be given by the Administrator to the Claimant prior to thirty (30) days after receipt of the claim;

(ii)   the extension shall not exceed a period of thirty (30) days from the end of the initial thirty (30) day period for giving notice of a claim denial; and

(iii)  the extension notice shall indicate (A) the special circumstances requiring an extension of time and (B) the date by which the Administrator expects to render the benefit determination.

           (c) The decision of the Administrator shall be final unless the Claimant, within sixty (60) days after receipt of notice of the claims denial from the Administrator, submits a written request to the Board of Directors of the Company, or its delegate, for an appeal of the denial. During that sixty (60) day period, the Claimant shall be provided, upon request and free of charge, reasonable access to , and copies of, all documents, records and other information relevant to the claim for benefits. The Claimant shall be provided the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits as part of the Claimant's appeal. The Claimant may act in these matters individually, or through his or her authorized representative.

           (d) After receiving the written appeal, if the Board of Directors of the Company, or its delegate, shall issue a written decision notifying the Claimant of its decision on review, not later than thirty (30) days after receipt of the written appeal, unless the Board of Directors of the Company or its delegate determines that special circumstances require an extension of time for reviewing the appeal, in which event:

(i)    written notice of the extension shall be given by the Board of Directors of the Company or its delegate prior to thirty (30) days after receipt of the written appeal;

(ii)   the extension shall not exceed a period of thirty (30) days from the end of the initial thirty (30) day review period;

(iii)  the extension notice shall indicate (A) the special circumstances requiring an extension of time and (B) the date by which the Board of Directors of the Company or its delegate expects to render the appeal decision.

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          The period of time within which a benefit determination on review is required to be made shall begin at the time an appeal is received by the Board of Directors of the Company or its delegate, without regard to whether all the information necessary to make a benefit determination on review accompanies the filing of the appeal. If the period of time for reviewing the appeal is extended as permitted above, due to a claimant's failure to submit information necessary to decide the claim on appeal, then the period for making the benefit determination on review shall be tolled from the date on which the notification of the extension is sent to the claimant until the date on which the claimant responds to the request for additional information.

           (e) In conducting the review on appeal, the Board of Directors of the Company or its delegate shall take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. If the Board of Directors of the Company or its delegate upholds the denial, the written notice of decision from the Board of Directors of the Company or its delegate shall set forth, in a manner calculated to be understood by the Claimant:

(i)    the specific reason or reasons for the denial

(ii)   specific reference to pertinent Plan provisions on which the denial is based;

(iii)  a statement that the Claimant is entitled to be receive, upon request and free of charge, reasonable access to , and copies of, all documents, records and other information relevant to the claim for benefits.

(iv)   A statement of the Claimant's right to bring a civil action under ERISA 502(a).

           (f) If the Plan or any of its representatives fail to follow any of the above claims procedures, the Claimant shall be deemed to have duly exhausted the administrative remedies available under the plan and shall be entitled to pursue any available remedies under ERISA Section 502(a), including but not limited to the filing of an action for immediate declaratory relief regarding benefits due under the Plan.

ARTICLE XVIII

Termination of Benefits and Participation

          Prior, but only prior to a Change in Control, the retirement benefits payable to any Participant under Part A of this Supplemental Plan, and the participation of such Participant in Part A of this Supplemental Plan, may be terminated with respect to benefits under paragraph (b) of Article IV (but not with respect to benefits under paragraph (a) of Article IV) if in the judgment of the Chief Executive Officer, upon the advice of counsel, such Participant, directly or indirectly:

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           (a) breaches any obligation to the Company under any agreement relating to assignment of inventions, disclosure of information or data, or similar matters; or

           (b) competes with the Company, or renders competitive services (as a director, officer, employee, consultant or otherwise) to, or owns more than a 5% interest in, any person or entity that competes with the Company; or

           (c) solicits, diverts or takes away any person who is an employee of the Company or advises or induces any employee to terminate his or her employment with the Company; or

           (d) solicits, diverts or takes away any person or entity that is a customer of the Company, or advises or induces any customer or potential customer not to do business with the Company; or

           (e)  discloses to any person or entity other than the Company, or makes any use of, any information relating to the technology, know-how, products, business or data of the Company or its subsidiaries, suppliers, licensors or customers, including but not limited to the names, addresses and special requirements of the customers of the Company.

Article XIX

Lump-Sum Acceleration

           (a) This Article XIX applies to benefits payable under paragraph (a) of Article IV and under paragraph (b) of Article IV.

           (b) At any time within three (3) years after the occurrence of a Change in Control, a Participant or the Participant's Surviving Spouse may elect to receive a lump sum payment, in an amount determined below, sixty (60) days after giving written notice of the Participant's desire or the Participant's Surviving Spouse's desire to receive such lump sum benefit, to the person designated to administer Part A of this Supplemental Plan under Article XII. The date which is sixty (60) days after the notice is given shall be the "Commencement Date." The lump sum payment shall be determined in accordance with paragraphs (c) and (d) of this Article XIX, and then shall be reduced by a penalty equal to ten percent (10%) of such payment which shall be irrevocably forfeited.

           (c) The lump sum payment shall equal the lump sum value of the Participant's (or the Participant's Surviving Spouse's, if applicable) remaining Benefit as of the Commencement Date, but only to the extent such amount qualifies as a Pre-2005 Deferral. The lump sum value shall be computed by using the present value basis as is required under Section 417(e) of the Code at the Commencement Date for determining lump sums under qualified plans.

           (d) In calculating the lump sum payment, the Cost of Living Adjustment called for under Article XXI shall be taken into account as follows:

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The Company shall determine the average of the 3 most recent adjustments under Article XXI (or the 3 most recent adjustments that would have occurred had Article XXI been in effect for all relevant periods). That average so-determined shall be deemed to apply for purposes of all future years for purposes of making the lump sum calculation.

ARTICLE XX

Hardship Withdrawal

          (a)  This Article XX applies to benefits payable under paragraph (a) of Article IV and under paragraph (b) of Article IV, and is applicable only to Participants who have commenced receiving retirement benefits under Part A of this Supplemental Plan.

          (b) "Hardship" of a Participant shall mean an unforeseeable emergency which constitutes a severe financial hardship resulting from any one or more of the following:

(i) sudden and unexpected illness or accident of the Participant or of a dependent (as defined in Section 152(a)of the Code) of the Participant;

(ii) loss of the Participant's property due to casualty; or

(iii) any other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant's control.

           (c) Whether a Participant has incurred a Hardship shall be determined by the person designated to administer Part A of this Supplemental Plan under Article XII, in his discretion on the basis of all relevant facts and circumstances and in accordance with nondiscriminatory and objective standards, uniformly interpreted and consistently applied.

           (d) A Participant may make a withdrawal from the Participant's account, in the form of a lump sum, on account of the Participant's Hardship, only to the extent that the Hardship is not otherwise relievable:

(i)    through reimbursement or compensation by insurance or otherwise, or

(ii)   by liquidation of the Participant's assets (to the extent that such liquidation does not itself cause a Hardship).

           (e) The amount of the lump sum hardship withdrawal shall not exceed the current lump sum value of the remaining benefits otherwise due, as determined immediately prior to the hardship distribution, and as determined by using the methodology described in paragraphs (c) and (d) of Article XIX, without regard to the penalty provision of paragraph (b) of Article XIX.

           (f) If a hardship lump sum distribution is made to a Participant, the amount of future benefits under Part A of this Supplemental Plan shall be reduced, as follows:

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(i)    First, the current lump sum value of the benefits otherwise due shall be determined immediately prior to the hardship distribution by using the methodology described in paragraphs (c) and (d) of Article XIX, without regard to the penalty provision of paragraph (b) of Article XIX.

(ii)   Second, the amount of the lump sum hardship distribution to be made shall be subtracted from the amount so determined. The resulting net amount is called the "Resulting Net Value."

(iii)  Third, all future benefit payments shall be adjusted downward, to an amount that has a lump sum present value equal to the Resulting Net Value. Such lump sum present value shall be calculated using the methodology described in paragraphs (c) and (d) of Article XIX, without regard to the penalty provision of paragraph (b) of Article XIX.

           (g) Participants may request a Hardship withdrawal from either benefits otherwise payable under paragraph (a) of Article IV or under paragraph (b) of Article IV, or from benefits payable under both paragraphs (a) and (b).

           (h) The provisions of this Article XX shall be equally applicable to Participant's Surviving Spouse.

ARTICLE XXI

Cost of Living Adjustment

           (a) This Article XXI applies to benefits payable on or after August 13, 2001 under paragraph (b) of Article IV, but does not apply to benefits payable under paragraph (a) of Article IV.

           (b) On the first day of each fiscal year of the Company, following commencement of payment of benefits to the Participant (or that Participant's Surviving Spouse, as applicable) hereunder, the benefits payable to that Participant (or that Participant's Surviving Spouse) shall be subject to an upward adjustment, as follows:

(i)    Benefits payable shall be increased by an amount equal to the lesser of (A) the greater of zero or the most recently published annual percent change in the Consumer Price Index (as hereinafter defined), as computed to the nearest one-tenth of one percent (0.1) for the twelve consecutive reference months of March of the prior calendar year through and including February of the current calendar year ; or (B) five percent (5%).

(ii)   Such adjustments, if any, shall be calculated for each year, irrespective of any other year's adjustment. For example, if the CPI change in four successive years is 3%, 6%, 7% and 3%, the Company would implement corresponding increases equal to 3%, 5%, 5% and 3%.

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          (c)  The "Consumer Price Index" is "The Consumer Price Index for All Urban Consumers (CPI-U) for the U.S. City Average for All Items, 1982-84=100" as published by the Bureau of Labor Statistics.

          (d)  In the event that the Bureau of Labor Statistics reissues CPI data to correct an error in previously published CPI data, any affected benefits will be recalculated by the Company.

ARTICLE XXII

Certain Further Payments By the Company

           (a) This Article XXII applies to benefits payable under paragraph (a) of Article IV and under paragraph (b) of Article IV.

           (b)  The Company shall be obligated to make certain further payments to Participants as set forth in this Article XXII.

           (c)  In the event that any amount or benefit payable to the Participant by the Company on or after August 13, 2001 pursuant to Part A of this Supplemental Plan (collectively, the "Taxable Benefits") is subject on or after August 13, 2001 to the tax imposed under Section 3121 of the Code (the "FICA Tax"), or any similar tax that may hereafter be imposed, the Company shall pay to the Participant at the time specified in paragraph (d) below, the Tax Reimbursement Payment (as hereinafter defined). The "Tax Reimbursement Payment" is defined as an amount, which when reduced by any FICA Tax paid by the Participant on the Taxable Benefits (but without reduction for any Federal, state or local income taxes on such Taxable Benefits), shall be equal to the amount of any Federal, state or local income taxes payable because of the inclusion of the Tax Reimbursement Payment in the Participant's adjusted gross income, by applying the highest applicable marginal rate of Federal, state and local income taxation, respectively, for the calendar year in which the Tax Reimbursement Payment is to be made.

           (d)  For purposes of determining the amount of the Tax Reimbursement Payment, the Participant shall be deemed:

(i)    to pay Federal income taxes at the highest applicable marginal rate of Federal income taxation for the calendar year in which the Tax Reimbursement Payment is to be made; and

(ii)   to pay any applicable state and local income taxes at the highest applicable marginal rate of taxation for the calendar year in which the Tax Reimbursement Payment is to be made, net of the maximum reduction in Federal income taxes which could be obtained from the deduction of such state or local taxes if paid in such year (determined without regard to limitations on deductions based upon the amount of the Participant's adjusted gross income.)

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           (e)  The Tax Reimbursement Payment attributable to a Taxable Benefit shall be paid to the Participant not more than thirty (30) days following the incurrence of the FICA Tax. If the amount of such Tax Reimbursement Payment cannot be finally determined on or before the date on which payment is due, the Company shall pay to the Participant an amount estimated in good faith by the Company to be the minimum amount of such Tax Reimbursement Payment and shall pay the remainder of such Tax Reimbursement Payment as soon as the amount thereof can be determined.

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PART B

All capitalized terms used in this Part B shall have the definitions provided for in this Part B or Articles I, II or III of this Supplemental Plan.

ARTICLE XXIII

Part B Retirement Benefits

          The amount of retirement benefit payable under Part B to each Participant upon Separation from Service (as defined in paragraph (d) below) shall be as determined in this Article XXIII, except as otherwise provided in Articles XXXIX and XL.

           (a) A Participant who is entitled to receive a benefit under the Computer Sciences Corporation Employee Pension Plan ("Pension Plan"), shall be entitled to receive an excess benefit under Part B of this Supplemental Plan (a "Part B Excess Benefit"). The Part B Excess Benefit hereunder vests at the time that the Participant becomes vested under the Pension Plan. The Part B Excess Benefit is the additional monthly amount calculated as follows: the additional monthly amount which the Participant would otherwise be entitled to receive as a single life annuity under the Pension Plan at the date of commencing payment of the Part B Excess Benefit, if the limitations imposed by Sections 401(a)(17) and 415 of the Code, were not applied, less any benefits that the Participant is entitled to receive as a single life annuity at that date under Appendix M of the Pension Plan, and provided further, that in making such calculation:

< DIR>

(i) all deferrals of salary under the Company's Deferred Compensation Plan shall be disregarded, as if no deferrals had been made;

(ii) compensation for periods of time prior to date of first participation in this Supplemental Plan shall be disregarded and not taken into account; and

(iii) compensation from all affiliates of the Company shall be taken into account, as if such affiliates were participating employers in the Pension Plan.

Notwithstanding anything herein to the contrary, the amount payable pursuant to this paragraph (a) shall be limited to the maximum amount otherwise payable pursuant to this paragraph (a) that qualifies as a Post-2004 Deferral.

          In addition to the benefit described in this paragraph (a), a benefit as described in paragraph (b) following may be payable to the Participant. The Participant shall automatically commence receiving Participant's Part B Excess Benefit on the date on which the Participant commences to receive benefits under the Pension Plan.

           (b) A Participant who has a Separation from Service on or after attaining age sixty-two (62) shall receive an amount determined under this paragraph (b). A Participant who has a Separation from Service prior to attaining age sixty-two (62) shall only receive an amount determined under this

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paragraph (b) if he or she is entitled to an early separation benefit pursuant to Article XXIV(b), a pre-retirement death benefit pursuant to Article XXVI(b)(ii) or a disability benefit pursuant to Article XXVII. Amounts payable pursuant to this paragraph (b) shall be paid monthly in the form of a life annuity. Payments shall commence on the first day of the calendar month that is on or immediately after a Participant's Separation from Service date. The monthly amount payable shall be equal to (i) one-twelfth (1/12) of fifty percent (50%) of the Participant's Average Base Salary Rate (as defined in paragraph (d) below), minus (ii) the amount determined under paragraph (c) below, unless Participant is also entitled to a benefit under Article IV(b) of Part A of this Supplemental Plan, in which case such reduction shall be offset by the amount by which the benefit under Article IV(b) of Part A of this Supplemental Plan is reduced. The resulting amount will be proportiona tely reduced pursuant to paragraph (e) below if the Participant has a Separation from Service prior to attaining age sixty-two (62) and/or with fewer than twelve (12) years of Continuous Service. Notwithstanding anything herein to the contrary, the amount payable pursuant to this paragraph (b) shall be limited to the maximum amount otherwise payable pursuant to this paragraph (b) that qualifies as a Post-2004 Deferral.

           (c) The amount determined under this paragraph (c) shall generally be equal to the primary social security benefit paid or payable to the Participant at the time benefits commence under Part B of this Supplemental Plan, whether or not the Participant is denied social security benefits because of other income or voluntarily forgoes social security income. However, where a Participant commences to receive benefits under Part B of this Supplemental Plan prior to attaining the minimum age (the "Minimum Social Security Age") at which he will be entitled to commence receiving social security benefits (currently age sixty-two (62)), his benefits under this Plan shall be reduced by the amount of social security benefits it is estimated he would be entitled to receive monthly. The estimated social security benefit will be calculated based on the Participant's compensation through his Separation from Service date as though he were the M inimum Social Security Age on such date, and in accordance with social security rules in effect at the time of his Separation from Service.

           (d) The term "Base Salary Rate" means the annual salary rate of a Participant from the Company and all Affiliates exclusive of overtime, bonus, incentive or any other type of special compensation. The term "Average Base Salary Rate" means the average of the highest three (3) of the last five (5) Base Salary Rates of a Participant which are the Base Salary Rates in effect on his Separation from Service date and on the same day and month for each of the four (4) years (or the period of Continuous Service if fewer than four (4) years) immediately preceding the Separation from Service date. If the period of Continuous Service as of a Participant's Separation from Service date is (i) less than two years but more than one year, "Average Base Salary Rate" means the average of the Base Salary Rate on his Separation from Service date and on the same day and month of the immediately preceding year, or (ii) less than one year, "Average B ase Salary Rate" means the Base Salary Rate on his Separation from Service date.

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          Unless otherwise determined in writing with respect to a Participant by the Chief Executive Officer, the term "Continuous Service" means the period of service without interruption of a person commencing as of the date of hire of such person by the Company or an Affiliate and ending on the date of "separation from service" (as defined under Section 409A) for any reason from the Company and all Affiliates ("Separation from Service"). The term "Affiliate" means a corporation or other entity of which fifty-one percent (51%) or more of the capital stock or capital or profits interest (in the case of a noncorporate entity) is directly or indirectly owned by the Company. A medical leave of absence not exceeding twelve (12) months authorized by a Company written policy or any other leave of absence authorized by a Company written policy or approved in writing by the Chief Executive Officer shall not be deemed an interruption in Continuous Service or a Separation from Service.

          In the event the Company acquires a corporation or other entity ("Acquisition"), and any employee of Acquisition, by written determination of the Chief Executive Officer of the Company, becomes a Participant in the Supplemental Plan, such Participant's period of Continuous Service shall commence no sooner than the date Acquisition becomes an Affiliate of the Company unless the Company's Chief Executive Officer otherwise determines and so confirms in writing.

           (e) If a Participant has a Separation from Service prior to attaining age sixty-two (62) and/or with fewer than twelve (12) years of Continuous Service, then the benefit determined under paragraph (b) of this Article XXIII (after subtracting the amount determined under paragraph (c) of this Article XXIII) shall be proportionately reduced by five percent (5%) for each year under age sixty-two (62), and then further reduced by 1/12 for each year under twelve (12) years of Continuous Service, pro-rated, in each case, on a completed-months basis.

          By way of example, assume that a Participant entitled to receive a benefit determined under paragraph (b) has a Separation from Service at age sixty-one (61) and four (4) completed months, with ten (10) years and one (1) completed month of Continuous Service and an Average Base Salary Rate of $300,000. Assume further that the monthly amount calculated under paragraph (c) is $1,500. The monthly benefit determined under paragraph (b) would be equal to $11,000 (one-twelfth (1/12) of fifty percent (50%) of $300,000, or $12,500, minus $1,500), reduced by 3.33% (1/12 of 5% for each of the eight months under age sixty-two (62)) to $10,634, and further reduced by 15.97% (1/12 of 1/12 for each of the twenty-three (23) months under twelve (12) years of Continuous Service) to $8,936.

          Unless expressly determined to the contrary in writing by the Chief Executive Officer, no period of service completed by a person after attainment of age sixty-five (65) and no adjustment to any person's Base Salary Rate which occurs after attainment of age sixty-five (65) shall be taken into account in computing benefits hereunder.

           (f) Notwithstanding anything herein to the contrary: no distributions to a Specified Employee (as hereinafter defined) under Part B of this Supplemental Plan that are to be made as a result of the Specified Employee's Separation from Service for any reason other than the Specified Employee's

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death or "disability" (as such term is defined under Section 409A) shall be made or commence prior to the date that is six months after the date of Separation from Service, or such shorter period that, in the opinion of such counsel, is sufficient to avoid the imposition of the additional tax under Section 409A(a)(1)(B) or any other taxes or penalties imposed under Section 409A (the "Section 409A Taxes"); provided that any distributions that otherwise would have been payable during such six-month (or shorter) period, plus interest accrued thereon at a rate equal to the 120-month rolling average yield to maturity of the index called the "Merrill Lynch U.S. Corporates, A Rated, 15+ Years Index" as of December 31 of the year preceding the year in which the Separation from Service occurs, compounded annually, shall be distributed in lump sum on the first day following the expiration of such six-month (or shorter) period. For purposes of Part B of this Supplemental Plan the term "Specified Empl oyee" shall mean any Plan B Participant who is a "specified employee" (as such term is defined under Section 409A) of the Company. The "identification date" (as defined under Section 409A) for purposes of identifying Specified Employees shall be September 30 of each calendar year. Individuals identified on any identification date shall be treated as Specified Employees for the 12-month period beginning on January 1 of the calendar year following the year of the identification date. In determining whether an individual is a Specified Employee as of an identification date, all individuals who are nonresident aliens during the entire 12-month period ending on such identification date shall be excluded for purposes of determining which individuals will be Specified Employees.

ARTICLE XXIV

Eligibility for Benefits

           (a) Except as otherwise provided in paragraph (a) of Article XXIII, in paragraph (b) of this Article XXIV, and in Articles XXVI, XXVII, XXVIII and XXIX, and subject to paragraph (g) of Article XXIII:

(i)    Participants shall become eligible to commence receiving retirement benefits under Part B of this Supplemental Plan after Separation from Service on or after attaining age sixty-two (62) and such benefits shall be calculated in accordance with the provisions of Article XXIII;

(ii)   no Participant in Part B of this Supplemental Plan shall have any vested interest in or right to receive a benefit hereunder until attainment of the age of sixty-two (62); and

(ii)  unless otherwise determined in writing by the Chief Executive Officer, any interruption in the Continuous Service of a Participant herein prior to the attainment of age sixty-two (62) shall terminate the participation in Part B of this Supplemental Plan of such Participant, and no benefit under Part B shall be payable to or with respect to such Participant.

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           (b) A Participant whose Separation from Service occurs on or after attaining age fifty-five (55), but prior to attaining age sixty-two (62), will be entitled to a special early separation benefit, payable monthly as calculated in accordance with the provisions of Article XXIII(b), if such benefit is approved by the Chief Executive Officer in his or her sole and unfettered discretion. Under special circumstances, the Board of Directors of the Company may approve a special early separation benefit for a Participant whose Separation from Service occurs prior to attaining age fifty-five (55).

ARTICLE XXV

Form of Benefit Payments

           (a) Except as provided in Article XXVl, benefits payable based on the calculations in Article XXIII of Part B of this Supplemental Plan shall be paid monthly for the life-time of the Participant, unless at the time payment of benefits to a Participant commence (i) the Participant is married and (2) the Spousal Benefit conditions set forth in this paragraph (a) are not met. Upon the death of the Participant, benefits shall continue to be paid to the Participant's spouse for the lifetime of such spouse at the rate of fifty percent (50%) of Participant's benefit (and to be calculated without regard to the offset in Article XXIII(a) regarding Appendix M of the Pension Plan), provided certain conditions set forth in this paragraph (a) are met. The conditions of such Spousal Benefit are (1) that the spouse shall be married to the Participant as of the date of the Participant's Separation from Servic e and (2) the spouse shall be no more than five years younger than the Participant. In the event at the time payment of benefits to a Participant commence the Participant is married and the spouse is more than five years younger than the Participant, the Participant shall receive benefit payments in the form of a joint and survivor option as described in paragraph (b) following.

           (b) In the event that at the time payment of benefits to a Participant commence (1) Participant is married and (2) Participant's spouse is more than five years younger than Participant, Participant shall receive benefit payments under Part B of this Supplemental Plan in the form of a joint and survivor option providing monthly benefits for the lifetime of the Participant with fifty percent (50%) of such amount continued after the Participant's death to the spouse to whom the Participant is married as of the date of the Participant's Separation from Service, for the lifetime of such spouse. The amount of monthly payments available under this option shall be determined by reference to factors such as the Participant's life expectancy, the life expectancy of the Participant's spouse, prior benefits received under the Supplemental Plan, and the percentage of the Participant's monthly benefit which is continued after the Participan t's death to the Participant's spouse, so that the value of the joint and survivor option is the actuarial equivalent of the benefits otherwise payable under paragraph (a) of this Article XXV inclusive of the Participant and the spousal fifty percent (50%) survivor benefits, which shall be calculated assuming the Participant's spouse was exactly five years younger than Participant. In determining the monthly amount payable under the joint and survivor option with respect to any Participant, the Company may rely upon such information as it, in its sole discretion, deems reliable, including but not limited to, the opinion of an enrolled actuary or annuity purchase rates quoted by an insurance company licensed to conduct an insurance business in the State of California. The monthly amount payable during the lifetime of the Participant shall in no event be adjusted by reason of the death of the Participant's spouse prior to the death of the Participant, or by reason of the dissolution of the marriage betwee n the Participant and such spouse, or for any other reason.

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ARTICLE XXVI

Pre-Retirement Death Benefits

          In the event of the death of a Participant hereunder during a period of Continuous Service and participation in Part B of this Supplemental Plan and after attainment of age 55 (or if death occurs before age 55, then following approval of the Board of Directors of the Company in special circumstances), the beneficiary or the spouse of the Participant shall be entitled to benefits as provided below in paragraphs (a) and (b):

           (a) Participant's spouse shall be entitled to a fifty percent (50%) or the actuarial equivalent spousal benefit (as determined pursuant to Article XXV, paragraphs (a) or (c), as applicable), attributable to Participant's Part B Excess Benefit under Article XXIII(a) above calculated as of the Participant's date of death (and to be calculated without regard to the offset in Article XXIII(a) regarding Appendix M of the Pension Plan), and with such spousal benefit to be reduced in an amount equal to any Qualified Pre-Retirement Survivor Annuity benefit under the Pension Plan relating to benefits on Appendix M thereof. This spousal benefit shall be automatically payable commencing on the same date on which spousal benefits commence under the Pension Plan.

           (b) A benefit under paragraph (i) below or a benefit under paragraph (ii) below shall be paid by the Company, whichever is determined by the Administrator to be greater value (on an actuarial equivalence basis) at the time of the Participant's death.

(i) A lump sum death benefit shall be payable by the Company to the Participant's designated beneficiary or, if no such beneficiary is then living or no such beneficiary can be located, to the Participant's estate, payable within thirty (30) days of the Participant's death. The amount of such death benefit shall be two (2) times the Participant's Base Salary Rate in effect on the date of the Participant's death.

(ii) Participant's spouse shall receive a spousal fifty percent (50%) or the actuarial equivalent spousal benefit (as determined pursuant to Article XXV, paragraphs (a) or (b), as applicable), attributable to Participant's benefit under Article XXIII(b) above calculated as of the Participant's date of death. In the event a Participant is not married at the time of Participant's death, a lump sum death benefit shall be payable in accordance with paragraph (b)(i) preceding.

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          No benefits shall be payable under this Article XXVI if the Participant's death occurs as a result of an act of suicide within twenty-five (25) months after commencement of participation in this Supplemental Plan. Notwithstanding anything herein to the contrary, the amount payable pursuant to this Article XXVI shall be limited to the maximum amount otherwise payable pursuant to this Article XXVI that qualifies as a Post-2004 Deferral.

ARTICLE XXVII

Disability Benefits

          A disability benefit is payable under Part B of this Supplemental Plan, as follows:

           (a) If a Participant has a Separation from Service by reason of Permanent Disability (as hereinafter defined) prior to attaining age sixty-two (62) and on or after attaining age fifty-five (55) (or, in special circumstances, if such Separation from Service occurs prior to attaining age fifty-five (55) and has been approved for this benefit by the Board of Directors of the Company), then:

(i)    the Participant shall become eligible to commence receiving his or her Part B Excess Benefit under paragraph (a) of Article XXIII, as calculated thereunder as of the Separation from Service date (this benefit shall be automatically payable commencing on the same date on which benefits commence under the Pension Plan, subject to paragraph (f) of Article XXIII); and

(ii)   the Participant shall become eligible to commence, subject to paragraph (f) of Article XXIII, receiving a benefit under paragraph (b) of Article XXIII, as calculated thereunder as of the Separation from Service date.

Notwithstanding anything herein to the contrary, the amount payable pursuant to this Article XXVII shall be limited to the maximum amount otherwise payable pursuant to this Article XXVII that qualifies as a Post-2004 Deferral.

           (b) "Permanent Disability" shall mean the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months, unless a different definition applies for a Participant in an employment agreement approved by the Compensation Committee of the Board of Directors, in which case that different definition shall also apply to Part B of this Supplemental Plan. The Participant shall not be deemed to have a Permanent Disability until proof of the existence thereof shall have been furnished to the Board of Directors of the Company in such form and manner, and at such times, as the Board of Directors may require. Any determination by the Board of Directors of the Company that the Participant does or does not have a Permanent Disability shall be final and binding upon the Company and the Participant.

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ARTICLE XXVIII

Right to Amend, Modify, Suspend or Terminate Plan

          By action of the Company's Board of Directors, the Company may amend, modify, suspend or terminate Part B of this Supplemental Plan without further liability to any employee or former employee or any other person. Notwithstanding the preceding sentence:

           (a) Part B of this Supplemental Plan may not be amended, modified, suspended or terminated as to a Participant whose Separation from Service has occurred and who is entitled to receive or has commenced to receive benefits under Part B of this Supplemental Plan, without the express written consent of such Participant or, if deceased, such Participant's designated beneficiary or, if no beneficiary is then living or if no beneficiary can be located, such Participant's legal representative.

           (b) Following a Change in Control (as defined in Article XXIX), Part B of this Supplemental Plan may not be amended, modified, suspended or terminated as to any Participant who was a Participant prior to such Change in Control, without the express written consent of such Participant.

           (c) Part B of this Supplemental Plan may not be amended, modified, suspended or terminated as to a Participant with respect to benefits already accrued under paragraph (a) of Article XXIII, without the express written consent of such Participant, but may be amended, modified, suspended or terminated as to a Participant with respect to benefits not yet accrued under paragraph (a) of Article XXIII without such consent.

           (d) Notwithstanding anything herein to the contrary, termination of Part B of this Supplemental Plan shall not be a distribution event for any benefits provided for under Part B of this Supplemental Plan unless permitted under Section 409A without the imposition of the Section 409A Taxes.

ARTICLE XXIX

Change in Control

          The term "Change in Control" means, after the effective date of this Supplemental Plan, (a) the acquisition by any person, entity or group (as defined in Section 13(d)3 of the Securities Exchange Act of 1934, as amended) as beneficial owner, directly or indirectly, of securities of the Company representing twenty percent (20%) or more of the combined voting power of the then outstanding securities of the Company, (b) a change during any period of two (2) consecutive years of a majority of the Board of Directors as constituted as of the beginning of such period, unless the election of each director who was not a director at the beginning of such period was approved by vote of at least two-thirds of the directors then in office who were directors at the beginning of such period, (c) a sale of substantially all of the property and assets of the Company, (d) a merger, consolidation,

29

reorganization or other business combination to which the Company is a party and the consummation of which results in the outstanding voting securities of the Company being exchanged for or converted into cash, property and/or securities not issued by the Company, (e) a merger, consolidation, reorganization or other business combination to which the Company is a party and the consummation of which does not result in the outstanding voting securities of the Company being exchanged for or converted into cash, property and/or securities not issued by the Company, provided that the outstanding voting securities of the Company immediately prior to such business combination (or, if applicable, the securities of the Company into which such voting securities are converted as a result of such business combination) represent less than 50% of the voting power of the Company immediately following such business combination, or (f) any other event constituting a change in control of the Company for purposes of Schedule 14A of Regulation 14A under the Securities Exchange Act of 1934.

          In the event a Participant who was a Participant as of the date of a Change in Control either (a) has an involuntary Separation from Service for any reason (which, for purposes of this Article XXIX, shall include a voluntary Separation from Service for Good Reason, as hereinafter defined) within thirty-six full calendar months following such Change in Control, or (b) has a voluntary Separation from Service for any reason other than Good Reason (including the death of the Participant) more than twelve (12) full calendar months after, but within thirty-six (36) full calendar months following, such Change in Control, such Participant shall be entitled to receive immediately upon such Separation from Service, without regard to approval by the Chief Executive Officer or any other person(s) (1) benefits attributable to paragraph (a) of Article XXIII hereunder in accordance with Articles XXIII, XXV, XXVI and XXVII, as applicable, with such benefits to commence in accordance with paragraph (a) of Article XXIII, subject to paragraph (f) of Article XXIII, and (2) benefits attributable to paragraph (b) of Article XXIII hereunder in accordance with Articles XXIII, XXV, XXVI and XXVII, as applicable, with such benefits to commence at the time set forth in paragraph (b) of Article XXIII, subject to paragraph (f) of Article XXIII. Such benefits under paragraph (b) of Article XXIII shall be calculated as if, on the date of such Separation from Service, the Participant (i) had completed a number of years of Continuous Service equal to the greater of twelve (12) or the actual number of years of his or her Continuous Service, and (ii) had attained an age equal to the greater of sixty-two (62) or his or her actual age. Notwithstanding anything herein to the contrary, the amount payable pursuant to this Article XXIX shall be limited to the maximum amount otherwise payable pursuant to t his Article XXIX that qualifies as a Post-2004 Deferral.

          For purposes of Part B of this Supplemental Plan, a Participant's voluntary Separation from Service shall be deemed to be for "Good Reason" if it occurs within six months of any of the following without the Participant's express written consent:

           (a) a substantial change in the nature, or diminution in the status, of the Participant's duties or position from those in effect immediately prior to the Change in Control;

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           (b) a reduction by the Company in the Participant's annual base salary as in effect on the date of a Change in Control or as in effect thereafter if such compensation has been increased and such increase was approved prior to the Change in Control;

           (c) a reduction by the Company in the overall value of benefits provided to the Participant, as in effect on the date of a Change in Control or as in effect thereafter if such benefits have been increased and such increase was approved prior to the Change in Control (as used herein, "benefits" shall include all profit sharing, retirement, pension, health, medical, dental, disability, insurance, automobile, and similar benefits);

           (d) a failure to continue in effect any stock option or other equity-based or non-equity based incentive compensation plan in effect immediately prior to the Change in Control, or a reduction in the Participant's participation in any such plan, unless the Participant is afforded the opportunity to participate in an alternative incentive compensation plan of reasonably equivalent value;

           (e) a failure to provide the Participant the same number of paid vacation days per year available to him prior to the Change in Control, or any material reduction or the elimination of any material benefit or perquisite enjoyed by the Participant immediately prior to the Change in Control;

           (f) relocation of the Participant's principal place of employment to any place more than 35 miles from the Participant's previous principal place of employment;

           (g) any material breach by the Company of any stock option or restricted stock agreement; or

           (h) conduct by the Company, against the Participant's volition, that would cause the Participant to commit fraudulent acts or would expose the Participant to criminal liability;

provided that for purposes of clauses (b) through (e) above, "Good Reason" shall not exist (A) if the aggregate value of all salary, benefits, incentive compensation arrangements, perquisites and other compensation is reasonably equivalent to the aggregate value of salary, benefits, incentive compensation arrangements, perquisites and other compensation as in effect immediately prior to the Change in Control, or as in effect thereafter if the aggregate value of such items has been increased and such increase was approved prior to the Change in Control, or (B) if the reduction in aggregate value is due to reduced performance by the Company, the business unit of the Company for which the Participant is responsible, or the Participant, in each case applying standards reasonably equivalent to those utilized by the Company prior to the Change in Control.

          Not later than the occurrence of a Change in Control, the Company shall cause to be transferred to a grantor trust described in Section 671 of the Code, assets equal in value to all accrued obligations under Part B of this Supplemental Plan as of one day following a Change in Control, in respect of both active employees of the Company and retirees as of that date. Such trust by its terms shall, among other things, be irrevocable. The value of liabilities

31

and assets transferred to the trust shall be determined by one or more nationally recognized firms qualified to provide actuarial services as described in Section 4 of the Computer Sciences Corporation Severance Plan for Senior Management and Key Employees. The establishment and funding of such trust shall not affect the obligation of the Company to provide supplemental pension payments under the terms of Part B of this Supplemental Plan to the extent such benefits are not paid from the trust.

ARTICLE XXX

No Assignment

          Benefits under Part B of this Supplemental Plan may not be assigned or alienated and shall not be subject to the claims of any creditor.

ARTICLE XXXI

Administration

          This Supplemental Plan shall be administered by the Chief Executive Officer or by such other person or persons to whom the Chief Executive Officer may delegate functions hereunder. With respect to all matters pertaining to this Supplemental Plan, the determination of the Chief Executive Officer or his designated delegate shall be conclusive and binding. The Chief Executive Officer shall be eligible to participate in this Supplemental Plan in the same manner as any other employee; provided, however, that the designation of the Chief Executive Officer as a Participant and any other action provided herein with respect to the Chief Executive Officer's participation shall be taken by the Compensation Committee of the Board of Directors of the Company.

ARTICLE XXXII

Release

          In connection with any benefit or benefit payment under Part B of this Supplemental Plan, or the designation of any beneficiary or any election or other action taken or to be taken under Part B of the Supplemental Plan by any Participant or any other person, the Company, acting through its Chief Executive Officer or his delegate, may require such consents or releases as are reasonable under the circumstances, and further may require any such designation, election or other action to be in writing and in form reasonably satisfactory to the Chief Executive Officer or his delegate.

ARTICLE XXXIII

No Waiver

          The failure of the Company, the Chief Executive Officer or any other person acting on behalf thereof to demand a Participant or other person claiming rights with respect to a Participant to perform any act which such person is or may be required to perform hereunder shall not constitute a waiver

32

of such requirement or a waiver of the right to require such act. The exercise of or failure to exercise any discretion reserved to the Company, its Chief Executive Officer or his delegate, to grant or deny any benefit to any Participant or other person under Part B of this Supplemental Plan shall in no way require the Company, its Chief Executive Officer or his delegate to similarly exercise or fail to exercise such discretion with respect to any other Participant.

ARTICLE XXXIV

No Contract

          This Supplemental Plan is strictly a voluntary undertaking on the part of the Company and, except with respect to the obligations of the Company upon and following a Change in Control, which shall be absolute and unconditional, shall not be deemed to constitute a contract or part of a contract between the Company (or an Affiliate) and any employee or other person, nor shall it be deemed to give any employee the right to be retained for any specified period of time in the employ of the Company (or an Affiliate) or to interfere with the right of the Company (or an Affiliate) to discharge or retire any employee at any time, nor shall this Supplemental Plan interfere with the right of the Company (or an Affiliate) to establish the terms and conditions of employment of any employee.

ARTICLE XXXV

Indemnification

          The Company shall defend, indemnify and hold harmless the Officers and Directors of the Company acting in their capacity as such (and not as Participants herein) from any and all claims, expenses and liabilities arising out of their actions or failure to act hereunder, excluding fraud or willful misconduct.

ARTICLE XXXVI

Claim Review Procedure

          Benefits will be provided to each Participant or beneficiary as specified in Part B of this Supplemental Plan.

           (a) If such person (a "Claimant") believes that the Claimant has not been provided with benefits due under Part B of this Supplemental Plan, then the Claimant has the right to make a written claim for benefits under the Plan. If such a written claim is made, and the Administrator wholly or partially denies the claim, the Administrator shall provide the Claimant with written notice of such denial, setting forth, in a manner calculated to be understood by the Claimant:

(i)    the specific reason or reasons for such denial;

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(ii)   specific reference to pertinent Plan provisions on which the denial is based;

(iii)  a description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why such material or information is necessary; and

(iv)   an explanation of the Plan's claims review procedure and time limits applicable to those procedures, including a statement of the Claimant's right to bring a civil action under ERISA Section 502(a) if the claim is denied on appeal.

           (b) The written notice of any claim denial pursuant to paragraph (a) of this Article XXXVI shall be given not later than thirty (30) days after receipt of the claim by the Administrator, unless the Administrator determines that special circumstances require an extension of time for processing the claim, in which event:

(i) written notice of the extension shall be given by the Administrator to the Claimant prior to thirty (30) days after receipt of the claim;

(ii) the extension shall not exceed a period of thirty (30) days from the end of the initial thirty (30) day period for giving notice of a claim denial; and

(iii) the extension notice shall indicate (A) the special circumstances requiring an extension of time and (B) the date by which the Administrator expects to render the benefit determination.

           (c) The decision of the Administrator shall be final unless the Claimant, within sixty (60) days after receipt of notice of the claims denial from the Administrator, submits a written request to the Board of Directors of the Company, or its delegate, for an appeal of the denial. During that sixty (60) day period, the Claimant shall be provided, upon request and free of charge, reasonable access to , and copies of, all documents, records and other information relevant to the claim for benefits. The Claimant shall be provided the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits as part of the Claimant's appeal. The Claimant may act in these matters individually, or through his or her authorized representative.

           (d) After receiving the written appeal, if the Board of Directors of the Company, or its delegate, shall issue a written decision notifying the Claimant of its decision on review, not later than thirty (30) days after receipt of the written appeal, unless the Board of Directors of the Company or its delegate determines that special circumstances require an extension of time for reviewing the appeal, in which event:

(i)    written notice of the extension shall be given by the Board of Directors of the Company or its delegate prior to thirty (30) days after receipt of the written appeal;

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(ii)   the extension shall not exceed a period of thirty (30) days from the end of the initial thirty (30) day review period;

(iii)  the extension notice shall indicate (A) the special circumstances requiring an extension of time and (B) the date by which the Board of Directors of the Company or its delegate expects to render the appeal decision.

          The period of time within which a benefit determination on review is required to be made shall begin at the time an appeal is received by the Board of Directors of the Company or its delegate, without regard to whether all the information necessary to make a benefit determination on review accompanies the filing of the appeal. If the period of time for reviewing the appeal is extended as permitted above, due to a claimant's failure to submit information necessary to decide the claim on appeal, then the period for making the benefit determination on review shall be tolled from the date on which the notification of the extension is sent to the claimant until the date on which the claimant responds to the request for additional information.

           (e) In conducting the review on appeal, the Board of Directors of the Company or its delegate shall take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. If the Board of Directors of the Company or its delegate upholds the denial, the written notice of decision from the Board of Directors of the Company or its delegate shall set forth, in a manner calculated to be understood by the Claimant:

(i) the specific reason or reasons for the denial

(ii) specific reference to pertinent Plan provisions on which the denial is based;

(iii) a statement that the Claimant is entitled to be receive, upon request and free of charge, reasonable access to , and copies of, all documents, records and other information relevant to the claim for benefits.

(iv) A statement of the Claimant's right to bring a civil action under ERISA 502(a).

           (f) If the Plan or any of its representatives fail to follow any of the above claims procedures, the Claimant shall be deemed to have duly exhausted the administrative remedies available under the plan and shall be entitled to pursue any available remedies under ERISA Section 502(a), including but not limited to the filing of an action for immediate declaratory relief regarding benefits due under the Plan.

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ARTICLE XXXVII

Termination of Benefits and Participation

          Prior, but only prior to a Change in Control, the retirement benefits payable to any Participant under Part B of this Supplemental Plan, and the participation of such Participant in Part B of this Supplemental Plan, may be terminated with respect to benefits under paragraph (b) of Article XXIII (but not with respect to benefits under paragraph (a) of Article XXIII) if in the judgment of the Chief Executive Officer, upon the advice of counsel, such Participant, directly or indirectly:

           (a) breaches any obligation to the Company under any agreement relating to assignment of inventions, disclosure of information or data, or similar matters; or

           (b) competes with the Company, or renders competitive services (as a director, officer, employee, consultant or otherwise) to, or owns more than a 5% interest in, any person or entity that competes with the Company; or

           (c) solicits, diverts or takes away any person who is an employee of the Company or advises or induces any employee to terminate his or her employment with the Company; or

           (d) solicits, diverts or takes away any person or entity that is a customer of the Company, or advises or induces any customer or potential customer not to do business with the Company; or

           (e) discloses to any person or entity other than the Company, or makes any use of, any information relating to the technology, know-how, products, business or data of the Company or its subsidiaries, suppliers, licensors or customers, including but not limited to the names, addresses and special requirements of the customers of the Company.

Article XXXVIII

[Reserved]

ARTICLE XXXIX

Hardship Withdrawal

          (a)  This Article XXXIX applies to benefits payable under paragraph (a) of Article XXIII and under paragraph (b) of Article XXIII, and is applicable only to Participants who have commenced receiving retirement benefits under Part B of this Supplemental Plan.

           (b) "Hardship" of a Participant shall mean an unforeseeable emergency which constitutes a severe financial hardship of the Participant or beneficiary resulting from an illness or accident of the Participant or beneficiary, the Participant's or beneficiary's spouse, or the Participant's or

36

beneficiary's dependent (as defined in section 152(a)); loss of the Participant's or beneficiary's property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant or beneficiary.

           (c) Whether a Participant has incurred a Hardship shall be determined by the person designated to administer Part B of this Supplemental Plan under Article XLI, in his discretion on the basis of all relevant facts and circumstances and in accordance with nondiscriminatory and objective standards, uniformly interpreted and consistently applied.

           (d) A Participant may make a withdrawal from the Participant's account, in the form of a lump sum, on account of the Participant's Hardship, only to the extent that the Hardship is not otherwise relievable:

(i) through reimbursement or compensation by insurance or otherwise, or

(ii) by liquidation of the Participant's assets (to the extent that such liquidation does not itself cause a Hardship).

           (e) The amount of the lump sum hardship withdrawal shall not exceed (i) the current lump sum value of the remaining benefits otherwise due, as determined immediately prior to the hardship distribution, and as determined by using the methodology described in paragraphs (c) and (d) of Article XIX, without regard to the penalty provision in paragraph (b) of Article XIX, or (ii) the amount reasonably necessary to satisfy the emergency need (which may include amounts necessary to pay any Federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution).

           (f) If a hardship lump sum distribution is made to a Participant, the amount of future benefits under Part B of this Supplemental Plan shall be reduced, as follows:

(i)    First, the current lump sum value of the benefits otherwise due shall be determined immediately prior to the hardship distribution by using the methodology described in paragraphs (c) and (d) of Article XIX, without regard to the penalty provision in paragraph (b) of Article XIX.

(ii)   Second, the amount of the lump sum hardship distribution to be made shall be subtracted from the amount so determined. The resulting net amount is called the "Resulting Net Value."

(iii)  Third, all future benefit payments shall be adjusted downward, to an amount that has a lump sum present value equal to the Resulting Net Value. Such lump sum present value shall be calculated using the methodology described in paragraphs (c) and (d) of Article XIX, without regard to the penalty provision in paragraph (b) of Article XIX.

37

           (g) Participants may request a Hardship withdrawal from either benefits otherwise payable under paragraph (a) of Article XXIII or under paragraph (b) of Article XXIII, or from benefits payable under both paragraphs (a) and (b).

           (h) The provisions of this Article XXXIX shall be equally applicable to Participant's Surviving Spouse.

ARTICLE XL

Cost of Living Adjustment

           (a) This Article XL applies to benefits payable on or after August 13, 2001 under paragraph (b) of Article XXIII, but does not apply to benefits payable under paragraph (a) of Article XXIII.

           (b) On the first day of each fiscal year of the Company, following commencement of payment of benefits to the Participant (or that Participant's Surviving Spouse, as applicable) hereunder, the benefits payable to that Participant (or that Participant's Surviving Spouse) shall be subject to an upward adjustment, as follows:

(i)    Benefits payable shall be increased by an amount equal to the lesser of (A) the greater of zero or the most recently published annual percent change in the Consumer Price Index (as hereinafter defined), as computed to the nearest one-tenth of one percent (0.1) for the twelve consecutive reference months of March of the prior calendar year through and including February of the current calendar year ; or (B) five percent (5%).

(ii)   Such adjustments, if any, shall be calculated for each year, irrespective of any other year's adjustment. For example, if the CPI change in four successive years is 3%, 6%, 7% and 3%, the Company would implement corresponding increases equal to 3%, 5%, 5% and 3%.

           (c) The "Consumer Price Index" is "The Consumer Price Index for All Urban Consumers (CPI-U) for the U.S. City Average for All Items, 1982-84=100" as published by the Bureau of Labor Statistics.

           (d) In the event that the Bureau of Labor Statistics reissues CPI data to correct an error in previously published CPI data, any affected benefits will be recalculated by the Company.

38

ARTICLE XLI

Certain Further Payments By the Company

           (a) This Article XLI applies to benefits payable under paragraph (a) of Article XXIII and under paragraph (b) of Article XXIII.

           (b) The Company shall be obligated to make certain further payments to Participants as set forth in this Article XLI.

           (c) In the event that any amount or benefit payable to the Participant by the Company on or after August 13, 2001 pursuant to Part B of this Supplemental Plan (collectively, the "Taxable Benefits") is subject on or after August 13, 2001 to the tax imposed under Section 3121 of the Code (the "FICA Tax"), or any similar tax that may hereafter be imposed, the Company shall pay to the Participant at the time specified in paragraph (d) below, the Tax Reimbursement Payment (as hereinafter defined). The "Tax Reimbursement Payment" is defined as an amount, which when reduced by any FICA Tax paid by the Participant on the Taxable Benefits (but without reduction for any Federal, state or local income taxes on such Taxable Benefits), shall be equal to the amount of any Federal, state or local income taxes payable because of the inclusion of the Tax Reimbursement Payment in the Participant's adjusted gross income, by applying the hig hest applicable marginal rate of Federal, state and local income taxation, respectively, for the calendar year in which the Tax Reimbursement Payment is to be made.

           (d) For purposes of determining the amount of the Tax Reimbursement Payment, the Participant shall be deemed:

(i)    to pay Federal income taxes at the highest applicable marginal rate of Federal income taxation for the calendar year in which the Tax Reimbursement Payment is to be made; and

(ii)   to pay any applicable state and local income taxes at the highest applicable marginal rate of taxation for the calendar year in which the Tax Reimbursement Payment is to be made, net of the maximum reduction in Federal income taxes which could be obtained from the deduction of such state or local taxes if paid in such year (determined without regard to limitations on deductions based upon the amount of the Participant's adjusted gross income.)

           (e) The Tax Reimbursement Payment attributable to a Taxable Benefit shall be paid to the Participant not more than thirty (30) days following the incurrence of the FICA Tax. If the amount of such Tax Reimbursement Payment cannot be finally determined on or before the date on which payment is due, the Company shall pay to the Participant an amount estimated in good faith by the Company to be the minimum amount of such Tax Reimbursement Payment and shall pay the remainder of such Tax Reimbursement Payment as soon as the amount thereof can be determined.

           (f) Notwithstanding anything in this Article XLI to the contrary, in no event shall the Tax Reimbursement Payment exceed the actual amount of the FICA Tax.

39

EX-10.3

Exhibit 10.3

EXHIBIT 10.3

COMPUTER SCIENCES CORPORATION

SEVERENCE PLAN FOR SENIOR MANAGEMENT
AND KEY EMPLOYEES

And Summary Plan Description

as Amended and Restated Effective January 1, 2005

          This Severance Plan (the "Plan") shall become effective with respect to any particular Designated Employee (as defined below) as of the date a Senior Management and Key Employee Severance Agreement, incorporating all or any portion of the terms hereof, is executed between such Designated Employee and Computer Sciences Corporation ("CSC" and, together with its subsidiaries, the "Company"). This document is also intended to constitute the Summary Plan Description for the Plan.

          The Plan is amended and restated effective as of January 1, 2005, which amendment and restatement is intended as good faith compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and the regulations and other Treasury Department guidance promulgated thereunder.

1. Purpose

          The principal purposes of the Plan are to (i) provide an incentive to the Designated Employees to remain in the employ of the Company, notwithstanding any uncertainty and job insecurity which may be created by an actual or prospective Change of Control, (ii) encourage the Designated Employee's full attention and dedication to the Company currently and in the event of any actual or prospective Change of Control, and (iii) provide an incentive for the Designated Employees to be objective concerning any potential Change of Control and to fully support any Change of Control transaction approved by the Board of Directors.

2. Definitions

          Certain terms not otherwise defined in this Plan shall have the meanings set forth in this Section 2.

           (a) "CA Control Event" shall mean a Change of Control (as hereinafter defined), as a consequence of which Computer Associates International, Inc., or any of its Affiliates or Associates, acquires Control (as such three capitalized terms are defined in Rule 405, as presently in effect, promulgated under the Securities Act of 1933, as amended) of CSC.

           (b) Compensation. "Compensation" shall mean the sum of:

1

           (i) the Designated Employee's annual base salary as in effect immediately prior to the date the Notice of Termination provided for in Section 3(c) of the Plan is given or in effect immediately prior to the date of the Change of Control, whichever is greater, and

           (ii) the average annual "short-term incentive compensation bonus," as defined below, for the Designated Employee, whether pursuant to a then existing plan of the Company or otherwise, (x) over the three most recent fiscal years preceding the year in which the Date of Termination occurs for which a "short-term incentive compensation bonus" was paid or deferred or for which the amount of "short-term incentive compensation bonus," if any, was finally determined; or (y) for a Designated Employee employed by the Company for less than the three fiscal years to which reference is made in (i), over the most recent complete fiscal year or years prior to the Date of Termination during which such Designated Employee was employed and for which a "short-term incentive compensation bonus" was paid or for which the amount of "short-term incentive compensation bonus," if any, was finally determined; or (z) for a Designated Employee emplo yed by the Company for less than a single complete fiscal year prior to the year in which the Date of Termination occurs, the average annual cash "short-term incentive compensation bonus" shall be based on the target annual bonus for the fiscal year during which the Date of Termination occurs. Notwithstanding the foregoing, "short-term incentive compensation bonuses" determined after the Change of Control are not taken into account in determining the average annual "short-term incentive compensation bonus" for the Designated Employee unless the inclusion of all such bonuses increases the average, in which case all such bonuses are taken into account.

           (c) Short-Term Incentive Compensation Bonus. For purposes of this Plan, a "short-term incentive compensation bonus" shall mean a lump sum cash amount or other form of payment, including discount stock options, restricted stock and other payment in kind, whether contingent or fixed, and whether or not deferred, determined on an annual basis under CSC's Annual Management Incentive Plan dated April 2, 1983 or such successor plan or plans as shall be in effect for the whole or partial fiscal year or years applicable under Section 2(a) of this Plan. A discount stock option or restricted stock granted in lieu of a cash bonus shall be deemed to have the same value as such cash bonus.

           (d) Change of Control. The term "Change of Control" shall have the same meaning that the term "Change in Control" has in the SERP (as defined in Section 4, below), as such definition may be amended or modified from time to time; provided, however, that such amendment or modification shall only be effective for purposes of this Plan if made prior to the Change of Control to which such amended or modified definition is sought to be applied.

           (e) Designated Employees. "Designated Employees" shall refer to those employees of CSC and its subsidiaries (the entity directly employing a Designated Employee shall be referred to herein, with respect to such Designated Employee, as the "Employer") who are parties to

2

agreements with CSC substantially in the form of Exhibit A (with respect to employees in Group A, Group B or Group C) or Exhibit B (with respect to employees in Group D) attached hereto (with such changes as may be approved by the Board of Directors or the Compensation Committee or other duly authorized committee thereof), incorporating the terms and provisions of this Plan. Each such agreement shall indicate whether the particular Designated Employee is in one or more of Group A, Group B, Group C or Group D, or such other Group as may hereafter be duly defined by amendment of this Plan.

           (f) Good Reason. A Designated Employee's termination of employment with the Company shall be deemed for "Good Reason" if it occurs within six months of any of the following without the Designated Employee's express written consent:

           (i) A substantial change in the nature, or diminution in the status, of the Designated Employee's duties or position from those in effect immediately prior to the Change of Control;

           (ii) A reduction by the Company in the Designated Employee's annual base salary as in effect on the date of a Change of Control or as in effect thereafter if such compensation has been increased and such increase was approved prior to the Change of Control;

           (iii) A reduction by the Company in the overall value of benefits provided to the Designated Employee, as in effect on the date of a Change of Control or as in effect thereafter if such benefits have been increased and such increase was approved prior to the Change of Control. As used herein, "benefits" shall include all profit sharing, retirement, pension, health, medical, dental, disability, insurance, automobile, and similar benefits;

           (iv) A failure to continue in effect any stock option or other equity-based or non-equity based incentive compensation plan in effect immediately prior to the Change of Control, or a reduction in the Designated Employee's participation in any such plan, unless the Designated Employee is afforded the opportunity to participate in an alternative incentive compensation plan of reasonably equivalent value;

           (v) A failure to provide the Designated Employee the same number of paid vacation days per year available to him or her prior to the Change of Control, or any material reduction or the elimination of any material benefit or perquisite enjoyed by the Designated Employee immediately prior to the Change of Control;

           (vi) Relocation of the Designated Employee's principal place of employment to any place more than 35 miles from the Designated Employee's previous principal place of employment;

           (vii) Any material breach by CSC of any provision of the Plan or of any agreement entered into pursuant to the Plan or any stock option or restricted stock agreement;

3

           (viii) Conduct by the Company, against the Designated Employee's volition, that would cause the Designated Employee to commit fraudulent acts or would expose the Designated Employee to criminal liability; or

           (ix) Any failure by the Company to obtain the assumption of the Plan or any agreement entered into pursuant to the Plan by any successor or assign of CSC;

provided that for purposes of clauses (ii) through (v) above, "Good Reason" shall not exist (A) if the aggregate value of all salary, benefits, incentive compensation arrangements, perquisites and other compensation is reasonably equivalent to the aggregate value of salary, benefits, incentive compensation arrangements, perquisites and other compensation as in effect immediately prior to the Change of Control, or as in effect thereafter if the aggregate value of such items has been increased and such increase was approved prior to the Change of Control, or (B) if the reduction in aggregate value is due to reduced performance by the Company, the business unit of the Company for which the Designated Employee is responsible, or the Designated Employee, in each case applying standards reasonably equivalent to those utilized by the Company prior to the Change of Control.

           (g) Cause. For purposes of this Plan and any agreements entered into pursuant to the Plan only, Cause shall mean:

           (i)    fraud, misappropriation, embezzlement or other act of material misconduct against the Company or any of its affiliates;

           (ii)   conviction of a felony involving a crime of moral turpitude;

           (iii)  willful and knowing violation of any rules or regulations of any governmental or regulatory body material to the business of the Company; or

           (iv)   substantial and willful failure to render services in accordance with the terms of this Agreement (other than as a result of illness, accident or other physical or mental incapacity), provided that (A) a demand for performance of services has been delivered to the Designated Employee in writing by or on behalf of the board of directors of the Employer at least 60 days prior to termination identifying the manner in which such board of directors believes that the Designated Employee has failed to perform and (B) the Designated Employee has thereafter failed to remedy such failure to perform.

3. Termination Following Change of Control

           (a) Termination of Employment.

           (i) In the event a Designated Employee in Group A, Group B or Group C, following the date of a Change of Control, either (A) has a voluntary employment termination for Good Reason within twenty-four (24) full calendar months following such Change of Control, (B) has a voluntary termination of employment with or without Good Reason more than twelve (12) full calendar months after, but within

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thirteen (13) full calendar months following, such Change of Control, or (C) has an involuntary employment termination for any reason other than for Cause within thirty-six full calendar months following such Change of Control, such Designated Employee shall be entitled to receive following such employment termination such payments and benefits hereunder as such Designated Employee shall be entitled to receive upon such employment termination in accordance with Sections 2(e) and 5 of this Plan.

           (ii) In the event a Designated Employee in Group D, following the date of a CA Control Event, either (A) has a voluntary employment termination for Good Reason within twenty-four (24) full calendar months following such CA Control Event or (B) has an involuntary employment termination for any reason other than for Cause within thirty-six full calendar months following such CA Control Event, such Designated Employee shall be entitled to receive following such employment termination such payments and benefits hereunder as such Designated Employee shall be entitled to receive upon such employment termination in accordance with Sections 2(e) and 5 of this Plan.

           (iii) Notwithstanding any other provision of this Plan, no payments shall be made under or measured by this Plan in the event that the Designated Employee's employment is terminated by his Disability or by his death or for Cause.

           (b) Disability. If, as a result of the Designated Employee's incapacity due to physical or mental illness, accident or other incapacity (as determined by the board of directors of the applicable Employer in good faith, after consideration of such medical opinion and advice as may be available to such board from medical doctors selected by the Designated Employee or by such board or both separately or jointly), the Designated Employee shall have been absent from his duties with the Employer on a full-time basis for six consecutive months and, within 30 days after written Notice of Termination thereafter given by the Employer, the Designated Employee shall not have returned to the full-time performance of the Designated Employee's duties, the Employer may, to the extent permitted by applicable law, terminate the Designated Employee's employment for "Disability".

           (c) Notice of Termination. Any purported termination of the Designated Employee's employment by the Designated Employee's Employer or the Designated Employee hereunder shall be communicated by a Notice of Termination to the other party in accordance with the terms of the agreement entered into pursuant to the Plan. For purposes of the Plan and any agreement entered into pursuant hereto, a "Notice of Termination" shall mean a written notice which shall indicate those specific termination provisions in the Plan applicable to the termination and which sets forth in reasonable detail the facts and circumstances claimed to provide a basis for application of the provisions so indicated.

           (d) Date of Termination. "Date of Termination" shall mean (i) if the Designated Employee is terminated by the Employer for Disability, thirty (30) days after Notice of Termination is given to the Designated Employee (provided that the Designated Employee shall not

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have returned to the performance of the Designated Employee's duties on a full-time basis during such thirty (30) day period) or (ii) if the Designated Employee's employment is terminated by the Employer for any other reason or by the Designated Employee, the date on which a Notice of Termination is given.

4. Funding of CSC SERP Obligations Upon Change Of Control

          Upon the occurrence of a Change of Control, CSC shall fund that portion, if any, of the obligations of CSC to each Designated Employee, under any supplemental executive retirement plan ("SERP") of CSC that may then cover such Designated Employee, that is not then irrevocably funded by establishing and irrevocably funding a trust for the benefit of the Designated Employee. Such trust shall be a grantor trust described in Section 671 of the Code. The trust shall provide for distribution of amounts to Designated Employee in order to pay taxes, if any, that become due prior to payment of supplemental pension benefit amounts pursuant to the trust. The amount of such fund shall equal the then present value of the supplemental pension obligation due as determined by a nationally recognized firm qualified to provide actuarial services which has not rendered services to CSC during the two years preceding such determination. The act uary shall be selected by CSC, subject to approval by the Designated Employee (which approval shall not unreasonably be withheld), and paid by CSC. The establishment and funding of such trust shall not affect the obligation of CSC to provide supplemental pension payments under the terms of the applicable SERP.

5. Severance Compensation upon Termination of Employment

          If the employment with the Company of a Designated Employee in Group A, Group B or Group C shall be terminated following a Change of Control as set forth in Section 3 of the Plan, or the employment with the Company of a Designated Employee in Group D shall be terminated following a CA Control Event as set forth in Section 3 of the Plan, then CSC shall cause each Employer to pay and provide as follows to such Designated Employee:

           (a) For a Designated Employee in Group A or Group B, upon voluntary termination for Good Reason within twenty-four (24) full calendar months following a Change of Control, or upon involuntary employment termination for any reason other than for Cause within thirty-six (36) full calendar months following such Change of Control, the Employer shall:

           (i) Pay to the Designated Employee as severance pay in a lump sum, in cash, on or before the tenth business day following the Date of Termination, an amount equal to the multiple specified on Exhibit C and made applicable to such Designated Employee by this Plan and such Designated Employee's agreement hereunder, multiplied by the Designated Employee's Compensation; and

           (ii) Provide the Designated Employee, for the number of years calculated for such Designated Employee pursuant to Section 5(a)(i) of this Plan (or such shorter period as the Designated Employee may elect) with disability, health, life and accidental death

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and dismemberment benefits substantially similar to those benefits which the Designated Employee is receiving immediately prior to the Change of Control or, if greater, immediately prior to the Notice of Termination (followed by the period of COBRA continuation if COBRA benefits are elected by the Designated Employee at such Designated Employee's expense). Benefits otherwise receivable by the Designated Employee pursuant to this Section 5(a)(ii) shall be reduced to the extent comparable benefits are actually received by the Designated Employee during such period as the result of his or her employment with another person.

           (b) For a Designated Employee in Group C:

          A Designated Employee in Group C shall receive severance pay under Section 5(a)(i) and the benefits under Section 5(a)(ii) as shown on Exhibit C in the circumstance of voluntary termination with or without Good Reason more than twelve (12) full calendar months after, but within thirteen (13) full calendar months following, a Change of Control, as such Designated Employee's exclusive entitlement to payment and benefits in such circumstance under this Plan.

           (c) For a Designated Employee in Group D, upon voluntary termination for Good Reason within twenty-four (24) full calendar months following a CA Control Event, or upon involuntary employment termination for any reason other than for Cause within thirty-six (36) full calendar months following such CA Control Event, the Employer shall:

           (i) Pay to the Designated Employee as severance pay in a lump sum, in cash, on or before the tenth business day following the Date of Termination, an amount equal to the multiple specified on Exhibit C and made applicable to such Designated Employee by this Plan and such Designated Employee's agreement hereunder, multiplied by the Designated Employee's Compensation; and

           (ii) Provide the Designated Employee, for the number of years calculated for such Designated Employee pursuant to Section 5(c)(i) of this Plan (or such shorter period as the Designated Employee may elect) with disability, health, life and accidental death and dismemberment benefits substantially similar to those benefits which the Designated Employee is receiving immediately prior to the CA Control Event or, if greater, immediately prior to the Notice of Termination (followed by the period of COBRA continuation if COBRA benefits are elected by the Designated Employee at such Designated Employee's expense). Benefits otherwise receivable by the Designated Employee pursuant to this Section 5(c)(ii) shall be reduced to the extent comparable benefits are actually received by the Designated Employee during such period as the result of his or her employment with another person.

6. Certain Further Payments By the Employer

          CSC shall be obligated to cause each Employer to make certain further payments or contributions to or for the benefit of the Designated Employees as set forth in this Section 6. With respect to a Designated Employee in Group A, Group B or Group C, such obligations of the

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Employer shall arise upon a Change of Control. With respect to a Designated Employee in Group D, such obligations of the Employer shall arise upon a CA Control Event.

           (a) Tax Reimbursement Payment. In the event that any amount or benefit that may be paid, distributed or otherwise provided to the Designated Employee by the Company or any affiliated company, whether pursuant to this Plan or otherwise (collectively, the "Covered Payments"), is or may become subject to the tax imposed under Section 4999 of the Code (the "Excise Tax") or any similar tax that may hereafter be imposed, the Employer shall either pay to the Designated Employee or irrevocably contribute for the benefit of the Designated Employee to a trust conforming with the requirements of Section 4 above (and may be part of that trust) established by the Employer prior to the Change of Control giving rise to the Excise Tax, at the time specified in Section 6(e) below, the Tax Reimbursement Payment (as defined below). The Tax Reimbursement Payment is defined as an amount, which when reduced by any Excise Tax o n the Covered Payments and any Federal, state and local income taxes, employment and excise taxes (including the Excise Tax) on the Tax Reimbursement Payment (but without reduction for any Federal, state or local income or employment taxes on such Covered Payments), shall be equal to the product of any deductions disallowed for Federal, state or local income tax purposes because of the inclusion of the Tax Reimbursement Payment in Designated Employee's adjusted gross income and the highest applicable marginal rate of Federal, state and local income taxation, respectively, for the calendar year in which the Tax Reimbursement Payment is to be made.

           (b) Determining Excise Tax. For purposes of determining whether any of the Covered Payments shall be subject to the Excise Tax and the amount of such Excise Tax:

           (i) such Covered Payments shall be treated as "parachute payments" within the meaning of Section 280G of the Code, and all "parachute payments" in excess of the "base amount" (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the opinion of the "Accountants" (as defined below), such Covered Payments (in whole or in part) either do not constitute "parachute payments" or represent reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4) of the Code) in excess of the "base amount," or such "parachute payments" are otherwise not subject to such Excise Tax, and

           (ii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.

For the purposes of this Section 6 the "Accountants" shall mean CSC's independent certified public accountants serving immediately prior to the Change of Control. In the event that such Accountants decline to serve as the Accountants for purposes of this Section 6 or are serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Designated Employee shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accountants hereunder). All fees and expenses of the Accountants in connection with matters relating to this Section 6 shall be paid by CSC.

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           (c) Applicable Tax Rates and Deductions. For purposes of determining the amount of the Tax Reimbursement Payment, the Designated Employee shall be deemed:

           (i) to pay Federal income taxes at the highest applicable marginal rate of Federal income taxation for the calendar year in which the Tax Reimbursement Payment is to be made; and

           (ii) to pay any applicable state and local income taxes at the highest applicable marginal rate of taxation for the calendar year in which the Tax Reimbursement Payment is to be made, net of the maximum reduction in Federal income taxes which could be obtained from the deduction of such state or local taxes if paid in such year (determined without regard to limitations on deductions based upon the amount of the Designated Employee's adjusted gross income.)

           (d) Subsequent Events.

           (i) In the event that the Excise Tax is subsequently determined by the Accountants to be less than the amount taken into account hereunder in calculating the Tax Reimbursement Payment made, the Designated Employee shall repay to the Employer, at the time that the amount of such reduction in the Excise Tax is finally determined, the portion of such prior Tax Reimbursement Payment that has been paid to the Designated Employee or to Federal, state or local tax authorities on the Designated Employee's behalf and that would not have been paid if such Excise Tax had been applied in initially calculating such Tax Reimbursement Payment, plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the foregoing, in the event any portion of the Tax Reimbursement Payment to be refunded to the Employer has been paid to any Federal, state or local tax authority, repayment the reof shall not be required until actual refund or credit of such portion has been made to the Designated Employee, and interest payable to the Employer shall not exceed interest received or credited to the Designated Employee by such tax authority for the period it held such portion.

           (ii) In the event that the Excise Tax is later determined by the Accountants to exceed the amount taken into account hereunder at the time the Tax Reimbursement Payment is made (including, but not limited to, by reason of any payment the existence or amount of which cannot be determined at the time of the Tax Reimbursement Payment), the Employer shall make an additional Tax Reimbursement Payment in respect of such excess which Tax Reimbursement Payment shall include any interest or penalty (any such payment in respect of interest or penalty to be subject to the gross-up principles set forth in this Section 6) payable with respect to such excess, at the time that the amount of such excess is finally determined. For purposes of this Section 6(d)(ii), if a final determination as to the Excise Tax applicable to a Covered Payment is made by the Internal Revenue Service, or a court with jurisdiction, such determination sha ll be deemed to be determined by the Accountants.

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           (iii) In the event it is later determined by the Accountants that Designated Employee owes additional Federal, state or local income or employment taxes with respect to any Tax Reimbursement Payment, the Employer shall promptly pay him the difference between (A) the Tax Reimbursement Payment determined based on the Federal, state and local income and employment taxes due in respect of the Tax Reimbursement Payment as so determined by the Accountants and (B) the Tax Reimbursement Payment that had been previously paid to him or for his benefit. For purposes of this Section 6(d)(iii), determination by the Accountants shall include a final determination by the Internal Revenue Service, a state or local government or tax agency or a court with jurisdiction.

           (e) Date of Payment. The portion of the Tax Reimbursement Payment attributable to a Covered Payment shall be paid to the Designated Employee or remitted to the appropriate tax authority or irrevocably contributed for the benefit of the Designated Employee to a trust as described in Section 4 above within ten (10) business days following the payment, distribution or other provision of the Covered Payment. If the amount of such Tax Reimbursement Payment (or portion thereof) cannot be finally determined on or before the date on which payment, distribution or provision is due, the Employer shall either pay to the Designated Employee or contribute for the benefit of the Designated Employee to the trust described in the preceding sentence, an amount estimated in good faith by the Accountants to be the minimum amount of such Tax Reimbursement Payment and shall pay the remainder of such Tax Reimbursement Payment (which Tax Reimbursement Payment shall include interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined, but in no event later than forty-five (45) calendar days after payment, distribution or other provision of the related Covered Payment. In the event that the amount of the estimated Tax Reimbursement Payment exceeds the amount subsequently determined to have been due, such excess shall be repaid or refunded pursuant to the provisions of Section 6(d)(i) above.

           (f) The establishment and funding of the trust described in Section 4 above shall not affect the obligations of CSC to cause the Employer to provide the benefits subject to this Section 6.

7. Dispute Resolution; Claims Procedure; Arbitration

          (a)  Claims Procedure.

           (i) Benefits will be provided to each Designated Employee as specified in this Plan. If a Designated Employee believes that he has not been provided with benefits due under the Plan, then the Designated Employee may elect the arbitration procedure in Section 7(b) of this Plan, or alternatively, the Designated Employee (who is hereafter referred to as the "Claimant") has the right to make a written claim for benefits under the Plan. Written claims for severance pay benefits shall be governed by the following procedures; any written claims for

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health or welfare benefits shall be governed by the claims procedures of the applicable health or welfare plan. If such a written claim is made, and the Administrator wholly or partially denies the claim, the Administrator shall provide the Claimant with written notice of such denial, setting forth, in a manner calculated to be understood by the Claimant:

           (A)  the specific reason or reasons for such denial;

           (B)  specific reference to pertinent Plan provisions on which the denial is based;

           (C)  a description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why such material or information is necessary; and

           (D)  an explanation of the Plan's claims review procedure and time limits applicable to those procedures, including a statement of the Claimant's right to bring a civil action under ERISA Section 502(a) if the claim is denied on appeal.

           (ii) The written notice of any claim denial pursuant to Section 7.11(a)(i) shall be given not later than thirty (30) days after receipt of the claim by the Administrator, unless the Administrator determines that special circumstances require an extension of time for processing the claim, in which event:

          (A)  written notice of the extension shall be given by the Administrator to the Claimant prior to thirty (30) days after receipt of the claim;

          (B)  the extension shall not exceed a period of thirty (30) days from the end of the initial thirty (30) day period for giving notice of a claim denial; and

          (C)  the extension notice shall indicate (1) the special circumstances requiring an extension of time and (2) the date by which the Administrator expects to render the benefit determination.

           (iii) The decision of the Administrator shall be final unless the Claimant, within sixty (60) days after receipt of notice of the claims denial from the Administrator, submits a written request to the Board of Directors of CSC, or its delegate, for an appeal of the denial. During that sixty (60) day period, the Claimant shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim for benefits. The Claimant shall be provided the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits as part of the Claimant's appeal. The Claimant may act in these matters individually, or through his or her authorized representative.

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           (iv) After receiving the written appeal, if the Board of Directors of CSC, or its delegate, shall issue a written decision notifying the Claimant of its decision on review, not later than thirty (30) days after receipt of the written appeal, unless the Board of Directors of CSC or its delegate determines that special circumstances require an extension of time for reviewing the appeal, in which event:

           (A) written notice of the extension shall be given by the Board of Directors of CSC or its delegate prior to thirty (30) days after receipt of the written appeal;

           (B) the extension shall not exceed a period of thirty (30) days from the end of the initial thirty (30) day review period; and

           (C) the extension notice shall indicate (1) the special circumstances requiring an extension of time and (2) the date by which the Board of Directors of CSC or its delegate expects to render the appeal decision.

The period of time within which a benefit determination on review is required to be made shall begin at the time an appeal is received by the Board of Directors of CSC or its delegate, without regard to whether all the information necessary to make a benefit determination on review accompanies the filing of the appeal. If the period of time for reviewing the appeal is extended as permitted above, due to a claimant's failure to submit information necessary to decide the claim on appeal, then the period for making the benefit determination on review shall be tolled from the date on which the notification of the extension is sent to the claimant until the date on which the claimant responds to the request for additional information.

           (v) In conducting the review on appeal, the Board of Directors of CSC or its delegate shall take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. If the Board of Directors of CSC or its delegate upholds the denial, the written notice of decision from the Board of Directors of CSC or its delegate shall set forth, in a manner calculated to be understood by the Claimant:

          (A)  the specific reason or reasons for the denial;

          (B)  specific reference to pertinent Plan provisions on which the denial is based;

          (C)  a statement that the Claimant is entitled to be receive, upon request and free of charge, reasonable access to , and copies of, all documents, records and other information relevant to the claim for benefits; and

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          (D)  a statement of the Claimant's right to bring a civil action under ERISA 502(a).

           (vi) If the Plan or any of its representatives fail to follow any of the above claims procedures, the Claimant shall be deemed to have duly exhausted the administrative remedies available under the plan and shall be entitled to pursue any available remedies under ERISA Section 502(a), including but not limited to the filing of an action for immediate declaratory relief regarding benefits due under the Plan.

           (vii) If the Board of Directors of CSC or its delegate upholds the denial on review of a severance pay claim, or if a health or welfare benefit claim is denied on review under the applicable health or welfare plan and/or the administrative remedies thereunder have been exhausted, then the Claimant shall have the right to bring a civil action under ERISA Section 502(a) or, alternatively, the Claimant may invoke the arbitration provisions of Section 7(b) of this Plan.

          (b) Arbitration

           (i) In the event of any dispute between the parties concerning the validity, interpretation, enforcement or breach of this Plan or any agreement issued hereunder or in any way related to any termination of the Designated Employee's employment (including any claims involving any officers, managers, directors, employees, shareholders or agents of the Company) excepting only any rights the parties may have to seek injunctive relief, the dispute shall, to the maximum extent permitted by applicable law, be resolved by final and binding arbitration administered by JAMS/Endispute in Los Angeles, California in accordance with the then existing JAMS/Endispute Arbitration Rules and Procedures for Employment Disputes. Resolution by arbitration, either in lieu of or after exhausting the procedures of Section 7(a) of this Plan, shall be at the election of the Designated Employee with respect to any claim to which Section 7(a) shall app ly. In the event of such an arbitration proceeding, the parties shall select a mutually acceptable neutral arbitrator from among the JAMS/Endispute panel of arbitrators. In the event the parties cannot agree on an arbitrator, the Administrator of JAMS/Endispute shall appoint an arbitrator. Neither party nor the arbitrator shall disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties, except as may be compelled by court order. Except as provided herein, the Federal Arbitration Act shall govern the interpretation and enforcement of such arbitration and all proceedings. The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of the State of California, or Federal law, or both, as applicable and the arbitrator is without jurisdiction to apply any different substantive law. The arbitrator shall have the authority to entertain a motion to dismiss and/or a motion for summary judgment by any party and shall apply the st andards governing such motions under the Federal Rules of Civil Procedure. The arbitrator

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shall render an award and a written, reasoned opinion in support thereof. Judgment upon the award may be entered in any court having jurisdiction thereof. The parties intend this arbitration provision to be valid, enforceable, irrevocable and construed as broadly as possible. Pending the resolution of any dispute between the parties, CSC shall cause the Employer to continue prompt payment of all amounts due the Designated Employee under this Agreement and prompt provision of all benefits to which the Designated Employee is otherwise entitled.

           (ii) Costs of arbitration, including reasonable attorney fees and costs and the reasonable fees and costs of any experts incurred by the Designated Employee, shall be borne and paid by CSC if the Designated Employee prevails on any portion of his claims. Such fees and costs shall be paid by CSC in advance of the final disposition of such claims, as such fees are incurred, upon receipt of an undertaking by the Designated Employee to repay such amounts if it is ultimately determined that he did not prevail on any portion of his claims. Not later than the occurrence of a Change of Control, CSC shall deposit not less than $5 million in a grantor trust, as described in Section 671 of the Code, which shall provide for distribution of amounts to Designated Employees in fulfillment of CSC's obligations to pay their fees and costs as provided in the preceding sentence. The funding of such trust shall be maintained at not less than $5 million by further deposits by CSC as such payments of fees and costs are made by the trustee or trustees of the trust. The arbitrator shall make such interim awards respecting the funding of the trust and payment of the fees and costs as shall be necessary and appropriate to assure the prompt, regular interim payment of fees and costs as provided in this Section 7(b)(ii). Judgments upon any such interim awards may be entered in any court having jurisdiction thereof. Such trust by its terms shall be irrevocable but shall terminate upon the later of (x) the expiration of three years following a Change of Control or (y) the disposition of all then pending claims under the Plan by final arbitration award and final judgment, all time for appeals having expired, in any judicial proceedings respecting any such claims. Immediately after termination of the trust, any funds remaining in the trust and accumulated interest thereon shall revert to CSC.

           (iii) Notwithstanding the foregoing provisions of this Section 7, the Designated Employee and the Company agree that the Designated Employee or the Company may seek and obtain otherwise available injunctive relief in Court for any violation of obligations concerning confidential information or trade secrets that cannot adequately be remedied at law or in arbitration.

8. Mitigation of Damages; Effect of Plan

           (a) The Designated Employee shall not be required to mitigate damages or the amount of any payment provided for under the Plan by seeking other employment or otherwise, nor shall the amount of any payment provided for under the Plan, including without limitation Section 5 of the Plan, be reduced by any compensation earned by the Designated Employee as a result of employment by another employer or by retirement benefits after the Date of Termination, or otherwise except as expressly provided herein.

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           (b) Except as provided in Section 10, the provisions of the Plan, and any payment provided for hereunder, shall not reduce any amounts otherwise payable, or in any way diminish the Designated Employee's existing rights, or rights which would accrue solely as a result of the passage of time, under any benefit plan, employment agreement or other contract, plan or arrangement.

9. Term; Amendments; No Effect On Employment Prior To Change Of Control

           (a) This Plan shall have an initial term of two years, which shall be automatically extended by one year beginning on the first anniversary of the date of adoption of this Plan and on each anniversary thereafter. This Plan with respect to all Designated Employees or any particular Designated Employee may be terminated or amended by the Board of Directors of CSC or by its Compensation Committee or any other duly authorized Committee thereof; provided that a termination or any amendment that reduces the benefits to the Designated Employee provided hereunder or otherwise adversely affects the rights of the Designated Employee, without the Designated Employee's prior written consent: (i) may only be approved after the completion of the initial two year term and prior to a Change of Control, and (ii) may not be effected prior to the provision of 24 months' advance notice thereof to the Designated Employee. Termination or am endment of this Plan shall not affect any obligation of CSC under this Plan which has accrued and is unpaid as of the effective date of the termination or amendment. Notwithstanding the foregoing, CSC may change the definition of "Change of Control" as provided in Section  2(d), above, subject to the limitations therein stated.

           (b) Notwithstanding anything herein or in any agreement entered into pursuant to the Plan to the contrary, the Board of Directors of CSC or the Compensation Committee thereof may amend the Plan (which amendment shall be effective upon its adoption or at such other time designated by the Board of Directors or Compensation Committee, as applicable) at any time prior to a Change in Control as may be necessary, upon the advice of CSC's counsel, to avoid the imposition of the additional tax under Section 409A(a)(1)(B) of the Code; provided, however, that any such amendment shall be implemented in such a manner as to preserve, to the greatest extent possible, the terms and conditions of the Plan as in existence immediately prior to any such amendment.

           (c) Nothing in this Plan or any agreement entered into pursuant to this Plan shall confer upon the Designated Employee any right to continue in the employ of the Company prior to (or, subject to the terms of this Plan, following) a Change of Control or shall interfere with or restrict in any way the rights of the Employer, which are hereby expressly reserved except as may otherwise be provided under any other written agreement between the Designated Employee and the Employer, to discharge the Designated Employee at any time prior to (or, subject to the terms of the Plan, following) the date of a Change of Control for any reason whatsoever, with or without cause. The Designated Employee and CSC, on behalf of each Employer, acknowledge that, except as may otherwise be provided under any other written agreement between the Designated Employee and such Employer, the employment of the Designated Employee by the Employer is "at will ," and if, prior to a Change Of Control, the Designated Employee's employment with the Employer terminates for any reason or for no reason, then the Designated Employee shall have no further rights under this Plan.

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           (d) The Employer may withhold from any amounts payable under this Plan such Federal, state, local or other taxes as shall be required to be withheld pursuant to any applicable law or regulation.

           (e) The Designated Employee's or CSC's failure to insist upon strict compliance with any provision hereof or the failure to assert any right the Designated Employee or CSC may have hereunder, including, without limitation, the right of the Designated Employee to terminate employment for Good Reason, as defined herein, shall not be deemed to be a waiver of such provision or right or any other provision or right under this Plan.

10. Effect Of Other Agreements

          Notwithstanding anything to the contrary provided in this Plan, (i) any amounts payable to a Designated Employee pursuant to Section 5 of the Plan shall be reduced by any amounts actually paid to such Designated Employee following a termination of employment either pursuant to applicable law or under any contract between the Designated Employee and the Company, in either case that provides for or requires the payment of compensation or severance benefits following a termination of employment and (ii) any benefits that may be provided to a Designated Employee for three years or another period following a termination of employment pursuant to Section 5 of the Plan shall be reduced to the extent that substantially identical benefits are actually received by the Designated Employee during such three year or other period under an existing severance agreement or requirement. It is expressly understood, however, that no amounts p ayable hereunder shall be reduced by amounts payable under the Company's pension or deferred compensation plans or the SERP (as defined in Section 4, above) or by amounts payable as accrued vacation or because of the acceleration of the benefits under CSC's stock option and restricted stock plans.

11. Effect Of Section 409A of the Code

          Notwithstanding anything to the contrary in this Plan, if, upon the advice of its counsel, CSC determines that any payments or benefits to be provided to a Designated Employee who is a "specified employee" (as such term is defined under Section 409A of the Code and the regulations and other Treasury Department guidance promulgated thereunder (collectively, "Section 409A")) of an Employer (a "Specified Employee") by CSC or the Employer pursuant to Sections 5 or 6 of this Plan are or may become subject to the additional tax under Section 409A(a)(1)(B) or any other taxes or penalties imposed under Section 409A ("409A Taxes") as applicable at the time such payments and benefits are otherwise required under this Plan, then:

           (a) (i) such payments shall be delayed until the date that is six months after date of the Specified Employee's "separation from service" (as such term is defined under Section 409A) with the Company, or such shorter period that, in the opinion of such counsel, is

16

sufficient to avoid the imposition of 409A Taxes (the "Payments Delay Period"), and (ii) such payments shall be increased by an amount equal to interest on such payments for the Payments Delay Period at a rate equal to the 120-month rolling average yield to maturity of the index called the "Merrill Lynch U.S. Corporates, A Rated, 15+ Years Index" as of December 31 of the year preceding the year in which the Payments Delay Period commences, compounded annually (the "Interest Rate");

           (b) (i) with respect to the provision of such benefits, for a period of six months following date of the Specified Employee's "separation from service" (as such term is defined under Section 409A) with the Company, or such shorter period, that, in the opinion of such counsel, is sufficient to avoid the imposition of 409A Taxes (the "Benefits Delay Period"), the Specified Employee shall be responsible for the full cost of providing such benefits, and (ii) on the first day following the Benefits Delay Period, the Employer shall reimburse the Specified Employee for the costs of providing such benefits imposed on the Specified Employee during the Benefits Delay Period, plus interest accrued at the Interest Rate; and

           (c) The applicable Employer shall fund any payments to a Specified Employee that are to be delayed as a result of the imposition of a Payment Delay Period (including the interest to be paid with respect to such delayed payments) and/or any payments that are expected to be paid to a Specified Employee as a result of the imposition of a Benefits Delay Period (including any interest to be paid with respect thereto) (collectively, the "Delayed Payments") by establishing and irrevocably funding a trust for the benefit of the applicable Specified Employee. Such trust shall be a grantor trust described in Section 671 of the Code and intended not to cause tax to be incurred by the Specified Employee until amounts are paid out from the trust to the Specified Employee. The trust shall provide for distribution of amounts to the Specified Employee in order to pay taxes, if any, that become due on the amounts as to which payment is being d elayed during the Payment Delay Period pursuant to this Section 11, but only to the extent permissable under Section 409A of the Code without the imposition of 409A Taxes. The amount of such fund shall equal a good faith estimate of the Delayed Payments determined by the Company in consultation with the Specified Employee. The establishment and funding of such trust shall not affect the obligation of the applicable Employer to pay the Delayed Payments pursuant to this Section 11.

The "identification date" (as defined under Section 409A) for purposes of identifying Specified Employees shall be September 30 of each calendar year. Individuals identified on any identification date shall be treated as Specified Employees for the 12-month period beginning on January 1 of the calendar year following the year of the identification date. In determining whether an individual is a Specified Employee as of an identification date, all individuals who are nonresident aliens during the entire 12-month period ending on such identification date shall be excluded for purposes of determining which individuals will be Specified Employees.

17

Exhibit A

COMPUTER SCIENCES CORPORATION
SENIOR MANAGEMENT AND KEY EMPLOYEE
SEVERANCE AGREEMENT

          This SENIOR MANAGEMENT AND KEY EMPLOYEE SEVERANCE AGREEMENT (this "Agreement"), dated as of _______________ is made and entered into by and between Computer Sciences Corporation, a Nevada corporation (the "Company"), and _____________________ (the "Executive").

R E C I T A L S

          This Agreement is being entered into in accordance with the Severance Plan attached hereto as Annex 1 (the "Plan") in order to set forth the specific severance compensation which the Company agrees that it will cause the Executive's employer, which is or is a subsidiary of the Company (the "Employer"), to pay to the Executive if the Executive's employment with the Employer terminates under certain circumstances described in the Plan.

A G R E E M E N T

          NOW, THEREFORE, in consideration of the continued service of the Executive as an employee of the Company, the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

          1. Agreement to Provide Plan Benefits. The Plan (as it may hereafter be amended or modified in accordance with the terms thereof) is hereby incorporated into this Agreement in full and made a part hereof as though set forth in full in this Agreement. The Executive is hereby designated a member of Group(s) ___________ under the Plan and shall be entitled to all of the rights and benefits applicable to Designated Employees in such Group(s) under the Plan. The Company agrees to be bound by the Plan and to cause the Employer to provide to the Executive all of the benefits provided to Designated Employees who are members of Group(s) __________ under the Plan subject to the terms and conditions of the Plan. Terms not otherwise defined in this Agreement shall have the meanings set forth in the Plan.

          2. Heirs and Successors.

                     (a) Successors of the Company. The Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession transaction shall be a breach of this Agreement and shall entitle the Executive to terminate his or her employment with the Employer within six months thereafter for Good Reason and to receive the benefits provided

under the Plan in the event of termination for Good Reason following a Change of Control. As used in this Agreement, "Company" shall mean the Company as defined above and any successor or assign to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 2 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

                     (b) Heirs of the Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive's personal and legal representatives, executors, administrators, successors, heirs, distributees, devises and legatees. If the Executive should die after the conditions to payment of benefits set forth in Section 5 of the Plan have been met and any amounts are still payable to him hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive's beneficiary, successor, devisee, legatee or other designee or, if there be no such designee, to the Executive's estate. Until a contrary designation is made to the Company, the Executive hereby designates as his beneficiary under this Agreement the person whose name appears below his signature on page 3 of this Agreement.

          3. Notice. For purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid (or by similar foreign mail), as follows: if to the Company -- Computer Sciences Corporation, 2100 East Grand Avenue, El Segundo, California 90245 Attention: Vice President, General Counsel and Secretary; and if to the Executive at the address specified at the end of this Agreement. Notice may also be given at such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

          4. Miscellaneous. No provisions of this Agreement or the Plan may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and the Company, except as provided in Section 9(a) of the Plan. No waiver by any party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement.

          5. Validity. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

          6. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

          7. Gender. In this Agreement (unless the context requires otherwise), use of any masculine term shall include the feminine.

          8. Rescission. The Company agrees that this Agreement and the right to receive payments pursuant to the Plan and this Agreement may be rescinded at any time by the Executive giving written notice to such effect to the Company in accordance with Section 3 above.

2

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

COMPUTER SCIENCES CORPORATION	EXECUTIVE
By:_________________________
	(Signature)
	(Name)
	(Address for Notice)
	(Designated Beneficiary)
	(Address for Beneficiary)

3

Exhibit B

COMPUTER SCIENCES CORPORATION
SENIOR MANAGEMENT AND KEY EMPLOYEE
SEVERANCE AGREEMENT

          This SENIOR MANAGEMENT AND KEY EMPLOYEE SEVERANCE AGREEMENT (this "Agreement"), dated as of _______________ is made and entered into by and between Computer Sciences Corporation, a Nevada corporation (the "Company"), and _____________________ (the "Executive").

R E C I T A L S

          This Agreement is being entered into in accordance with the Severance Plan attached hereto as Annex 1 (the "Plan") in order to set forth the specific severance compensation which the Company agrees that it will pay to the Executive if the Executive's employment with the Company terminates under certain circumstances described in the Plan.

A G R E E M E N T

          NOW, THEREFORE, in consideration of the continued service of the Executive as an employee of the Company, the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

          1. Agreement to Provide Plan Benefits. The Plan (as it may hereafter be amended or modified in accordance with the terms thereof) is hereby incorporated into this Agreement in full and made a part hereof as though set forth in full in this Agreement. The Executive is hereby designated a member of Group D under the Plan and shall be entitled to all of the rights and benefits applicable to employees of the Company in such Group under the Plan. The Company agrees to be bound by the Plan and to provide to the Executive all of the benefits provided to employees of the Company who are members of Group D under the Plan subject to the terms and conditions of the Plan. Terms not otherwise defined in this Agreement shall have the meanings set forth in the Plan.

          2. Heirs and Successors.

                     (a) Successors of the Company. The Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession transaction shall be a breach of this Agreement and shall entitle the Executive to terminate his or her employment with the Company within six months thereafter for Good Reason and to receive the benefits provided under the Plan in the event of termination for Good Reason following a CA Control Event. As used in this Agreement, "Company" shall mean the Company as defined above and any successor or assign to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 2 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

                     (b) Heirs of the Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive's personal and legal representatives, executors, administrators, successors, heirs, distributees, devises and legatees. If the Executive should die after the conditions to payment of benefits set forth in Section 5 of the Plan have been met and any amounts are still payable to him hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive's beneficiary, successor, devisee, legatee or other designee or, if there be no such designee, to the Executive's estate. Until a contrary designation is made to the Company, the Executive hereby designates as his beneficiary under this Agreement the person whose name appears below his signature on page 3 of this Agreement.

          3. Notice. For purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, as follows: if to the Company -- Computer Sciences Corporation, 2100 East Grand Avenue, El Segundo, California 90245 Attention: Vice President, General Counsel and Secretary; and if to the Designated Employee at the address specified at the end of this Agreement. Notice may also be given at such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

          4. Miscellaneous. No provisions of this Agreement or the Plan may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Designated Employee and the Company, except as provided in Section 9(a) of the Plan. No waiver by any party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement.

          5. Validity. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

          6. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

          7. Gender. In this Agreement (unless the context requires otherwise), use of' any masculine term shall include the feminine.

          8. Rescission. The Company agrees that this Agreement and the right to receive payments pursuant to the Plan and this Agreement may be rescinded at any time by the Executive giving written notice to such effect to the Company in accordance with Section 3 above.

2

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

COMPUTER SCIENCES CORPORATION	EXECUTIVE
By:_________________________
	(Signature)
	(Name)
	(Address for Notice)
	(Designated Beneficiary)
	(Address for Beneficiary)

3

Exhibit C

	Group
	A	B	C	D
Multiple of compensation under Sections 3 and 5	3	2	3	2

EX-10.4

EXHIBIT 10.4

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

          This Amendment No. 2 to Employment Agreement ("Amendment") is made and entered into as of December 5, 2005 by and between Computer Sciences Corporation, a Nevada corporation (the "Company"), and Van B. Honeycutt, Chairman and Chief Executive Officer of the Company ("Executive"), for the purpose of amending the Employment Agreement dated as of May 1, 1999 by and between the Company and Executive, as amended as of February 3, 2003 (as amended, the "Employment Agreement").

          WHEREAS, upon the terms and conditions set forth herein, the parties hereto desire to amend the Employment Agreement to address the impact of Section 409A of the Internal Revenue Code of 1986, as amended; and

          WHEREAS, this Amendment is intended as good faith compliance with Section 409A and the regulations and other Treasury Department guidance promulgated thereunder;

          NOW, THEREFORE, in consideration of the foregoing recitals, and for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby amend the Employment Agreement to add a new Section 17, which shall read in its entirety as follows:

"17. Effect of Section 409A of the Code

          Notwithstanding anything to the contrary in this Agreement, if, upon the advice of its counsel, the Company determines that any payments or benefits to be provided to Executive pursuant to Section 6 of this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A ("409A Taxes") as applicable at the time such payments and benefits are otherwise required under this Agreement, then:

          (a)    (i) such payments shall be delayed until the date that is six months after the date of Executive's "separation from service" (as such term is defined under Section 409A) with the Company, or such shorter period that, in the opinion of such counsel, is sufficient to avoid the imposition of 409A Taxes (the "Payments Delay Period"), and (ii) such payments shall be increased by an amount equal to interest on such payments for the Payments Delay Period at a rate equal to the 120-month rolling average yield to maturity of the index called the "Merrill Lynch U.S. Corporates, A Rated, 15+ Years Index" (or any successor index, or if neither exists, the most similar index which does exist) as of December 31 of the year preceding the year in which the Payments Delay Period commences, compounded annually (the "Interest Rate");

          (b)    (i) with respect to the provision of such benefits, for a period of six months following the date of Executive's "separation from service" (as such term is defined under Section 409A) with the Company, or such shorter period, that, in the opinion of such counsel, is sufficient to avoid the imposition of 409A Taxes (the "Benefits Delay Period"), Executive shall be responsible for the full cost of providing such benefits, and (ii) on the first day following the Benefits Delay Period, the Company shall reimburse Executive for the costs of providing such benefits imposed on Executive during the Benefits Delay Period, plus interest accrued at the Interest Rate; and

          (c)    The Company shall fund any payments to Executive that are to be delayed as a result of the imposition of a Payment Delay Period (including the interest to be paid with respect to such delayed payments) and/or any payments that are expected to be paid to Executive as a result of the imposition of a Benefits Delay Period (including any interest to be paid with respect thereto) (collectively, the "Delayed Payments") by establishing and irrevocably funding a trust for the benefit of Executive. Such trust shall be a grantor trust described in Section 671 of the Code and intended not to cause tax to be incurred by Executive until amounts are paid out from the trust to Executive. The trust shall provide for distribution of amounts to Executive in order to pay taxes, if any, that become due on the amounts as to which payment is being delayed during the Payment Delay Period pursuant to this Section 17, but only t o the extent permissible under Section 409A of the Code without the imposition of 409A Taxes. The amount of such fund shall equal a good faith estimate of the Delayed Payments determined by the Company in consultation with Executive. The establishment and funding of such trust shall not affect the obligation of the Company to pay the Delayed Payments pursuant to this Section 17."

          IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be duly executed as of the day and year first above written.

COMPUTER SCIENCES CORPORATION

By                                                                       

     Hayward D. Fisk

     Vice President, General Counsel

        and Secretary

VAN B. HONEYCUTT

EX-10.5

EXHIBIT 10.5

EXHIBIT 10.5

AMENDMENT TO RESTRICTED STOCK UNIT AGREEMENT

          This Amendment to Restricted Stock Unit Agreements ("Amendment") is made and entered into as of December 5, 2005 by and between Computer Sciences Corporation, a Nevada corporation (the "Company"), and the undersigned director of the Company (the "Director"), for the purpose of amending the restricted stock unit agreement dated as of [DATE] by and between the Company and the Director (the "Agreement").

          NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby amend the Agreement, effective as of the date hereof, as follows:

1.     The following sentence is hereby deleted from Section 9(c) of the Agreement:

"Notwithstanding the foregoing, any election made pursuant to this Section 9(c) may be superseded by a subsequent election from the above choices; provided, however, that no subsequent election pursuant to this section 9(c) shall be effective unless it is made at least 13 months prior to the Termination Date."

2.     The following sentence is hereby deleted from Section 9(d) of the Agreement:

"Notwithstanding the foregoing, any election made pursuant to this Section 9(d) may be superseded by a subsequent election from the above choices; provided, however, that no subsequent election pursuant to this section 9(d) shall be effective unless it is made at least 13 months prior to the Termination Date."

          IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be duly executed as of the day and year first above written.

COMPUTER SCIENCES CORPORATION

By                                                                       

     Van B. Honeycutt

     Chairman and Cheif Executive Officer

DIRECTOR

[NAME]