exhibit10-2_110107.htm


    
      
         

      

      
         

        
          

        

      

      
         

              

                  EXHIBIT
            10.2      
    

      

    


    AMENDMENT
      AND RESTATEMENT OF THE

    


    COMPUTER
      SCIENCES CORPORATION

    SUPPLEMENTAL
      EXECUTIVE RETIREMENT PLAN

     

    
      	
               

            	
              AND
                SUMMARY PLAN DESCRIPTION

            


    

     

    
      	
               

            	
              Effective
                as of October 28, 2007

            


    

     

    
      	
               

            	
              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
                ll

            


    

     

    
      	
               

            	
              Effective
                Date/Restatement Date

            


    

     

    The
      Supplemental Plan was effective as of September 1, 1985. The Supplemental Plan
      was amended and restated effective as of January 1, 2005 (the “2005
      Restatement”), and amended and restated effective as of February 14, 2006 (the
“2006 Restatement”), and is hereby amended and restated effective as of October
      28, 2007 (the "2007 Restatement"), which 2007 Restatement is intended to reflect
      the provisions of 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”), and shall be interpreted
      accordingly.  The 2007 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, “Section 409A
      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, 2005, and any earnings thereon (collectively, “Grandfathered
      Deferrals”).  As such, Part A of the Plan is applicable solely to
      Grandfathered Deferrals, and Part B of the Plan is applicable solely to Section
      409A Deferrals.

     

    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.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    
      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 Grandfathered
      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 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 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 Grandfathered
      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 Minimum 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 Base 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 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 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:

     

    
      	
              (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 younger 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 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 election 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):

     

    (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
      Grandfathered Deferral.

     

    
      	
               

            	
              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 Grandfathered
      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:

     

    (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.

     

    (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
      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 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 applicable, 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 Grandfathered 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);

     

    (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 not paid from the trust.

     

    
      	
               

            	
              ARTICLE
                Xl

            


    

     

    
      	
               

            	
              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
                Xll

            


    

     

    
      	
               

            	
              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
                Xlll

            


    

     

    
      	
               

            	
              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.

     

    
      	
               

            	
              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

            


    

     

    
      	
              (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;
                and

            


    

     

    
      	
              (ii)  

            	
              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;
                and

            


    

     

    
      	
              (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:

     

    (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
      Grandfathered 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: 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:

     

    
      	
              (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%.

            


    

     

    (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.)

            


    

     

    (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.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      	
               

            	
              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 XXXVIII, 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 N 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 Section 409A
      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.  Subject to Article XXIII(f), the payment of the
      Part B Excess Benefit shall commence on the first day of the month and year
      specified by the Participant in a distribution election made pursuant to this
      Article XXIII(a) (a “Part B Excess Benefit Distribution Election”), which
      date may not be earlier than the month immediately following the month in which
      the Participant has Separation from Service.  If Participant has not
      made a valid, timely Part B Excess Benefit Distribution Election pursuant to
      this Article XXIII(a), then, subject to Article XXIII(f), the Participant’s
      Part B Excess Benefit shall automatically commence on the later of: the month
      following the month in which the Participant attains age fifty-five (55), or
      the
      month following the month in which Participant has a Separation from
      Service.

     

    Within
      30
      days after an individual first becomes a Participant (or no later than December
      31, 2007 for individuals who became Participants on or prior to that date),
      each
      Participant shall make a Part B Excess Benefit Distribution Election pursuant
      to
      this Article XXIII(a) with respect to the Participant’s Part B Excess
      Benefit.  A Part B Excess Benefit Distribution Election pursuant to
      this Article XXIII(a) may be superseded by a subsequent election; provided,
      however, that no subsequent election pursuant to this Article XXIII(a)
      shall be effective unless (i) it is made at least twelve (12) months prior
      to the Participant’s Separation from Service, (ii) such election does not
      become effective until twelve (12) months after its submission to the Company
      and (iii) such election provides for the deferral of the date of
      commencement of distributions under this Excess Plan 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 otherwise due to commence.

     

    All
      Part
      B Excess Benefit Distribution Elections pursuant to this Article XXIII(a)
      shall be made on such form or forms provided to the Participant by the Company,
      which forms may require such other information, acknowledgements or agreements
      as may be determined by the Company in its sole discretion.

     

    (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 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 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
      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 Section 409A 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 Minimum 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 Base 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” (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 death or “disability” (as such term is
      defined under Section 409A) shall be made or commence prior to the date that
      is
      the earlier of six months after the date of Separation from Service or the
      date
      of the Participant’s death, 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 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 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

            


    

     

    
      	
               

            	
              (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 B of this Supplemental Plan of such Participant, and no benefit
                under
                Part B 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 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 Articles XXVl and XXXVIII, 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 (1) the Participant is married and
      (2) the Spousal Benefit conditions set forth in this paragraph (a) are
      not met.  Except as provided in Articles XXVl and XXXVIII, 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 N 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
      Service and (2) the spouse shall be no more than five years younger than
      the Participant.  Except as provided in Articles XXVl and XXXVIII, 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
      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) 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 between the Participant and such spouse, or for
      any
      other reason.

     

    
      	
               

            	
              ARTICLE
                XXVl

            


    

     

    
      	
               

            	
              Pre-Retirement
                Death Benefits

            


    

     

    Except
      as
      provided in Article XXXVIII, 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 N 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 N
      thereof.  This spousal benefit shall commence on the later of date the
      Participant’s death or the date on which the Participant would have otherwise
      attained the age of 55.

     

    (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.

            


    

     

    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
      Section 409A Deferral.

     

    
      	
               

            	
              ARTICLE
                XXVll

            


    

     

    
      	
               

            	
              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 Section 409A
      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.

     

    
      	
               

            	
              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 the consummation of a “change in the ownership” of the
      Company, a “change in effective control” of the Company or a “change in the
      ownership of a substantial portion of the assets” of the Company, in each case,
      as defined under Section 409A.

     

    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 this Article XXIX that qualifies as a
      Section 409A 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;

     

    (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
      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
                XXXl

            


    

     

    
      	
               

            	
              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
                XXXll

            


    

     

    
      	
               

            	
              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 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;

            


    

     

    
      	
               

            	
              (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;

            


    

     

    
      	
               

            	
              (ii)

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

            


    

     

    
      	
               

            	
              (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;
                and

            


    

     

    
      	
               

            	
                     
                (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
                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

     

    Lump-Sum
      Acceleration

     

    (a)           This
      Article XXXVIII applies to benefits payable under paragraph (a) of
      Article XXIII, paragraph (b) of Article XXIII, paragraph (a)
      of Article XXVI and paragraph (b)(ii) of Article XXVI, and also
      to benefits (the “Contingent Rights”) that could otherwise become payable after
      the Commencement Date (as defined in paragraph (b) below) under
      paragraph (a) of Article XXIII, paragraph (a) of Article XXV
      and paragraph (b) of Article XXV (including any Part B Excess Benefit
      payable to the Participant under paragraph (a) of Article XXIII, any
      Spousal Benefit that could become payable under paragraph (a) of
      Article XXV relating to a Part B Excess Benefit under paragraph (a) of
      Article XXIII, any Spousal Benefit that could become payable under
      paragraph (a) of Article XXV relating to a benefit under
      paragraph (b) of Article XXIII, any Spousal Benefit that could become
      payable under paragraph (b) of Article XXV relating to a Part B Excess
      Benefit under paragraph (a) of Article XXIII and any Spousal Benefit
      that could become payable under paragraph (b) of Article XXV relating
      to a benefit under paragraph (b) of Article XXIII).

     

    (b)           Within
      30 days after an individual first becomes a Participant (or no later than
      December 31, 2006 for individuals who became Participants on or prior to that
      date), each Participant shall have the opportunity to elect to receive (or,
      in
      the event that the Participant’s death precedes the Commencement Date, to have
      Participant’s Surviving Spouse receive) a lump sum payment, in an amount
      determined under paragraphs (c), (d) and (e) below, under the circumstances
      described in this paragraph (b).  Notwithstanding the foregoing,
      no election hereunder will be effective unless made prior to the earlier of
      (i) the date of such Participant’s Separation from Service or (ii) the
      occurrence of a Change in Control. In the event that a Change in Control occurs
      and the Participant has a Separation from Service for any reason prior to the
      Change in Control, or has a Separation from Service for any reason prior to
      the
      third anniversary of such Change in Control, then the lump sum payment pursuant
      to this Article XXXVIII shall become payable within thirty (30) days after
      the Commencement Date, subject to paragraph (f) of Article XXIII if
      the date of the Separation from Service is after the Change in
      Control.  The “Commencement Date” is the later of (i) the date of
      such Separation from Service, (ii) the occurrence of the Change in Control,
      or (iii) January 1, 2007.

     

    (c)           The
      lump sum payment shall equal the lump sum value of the Participant’s and/or the
      Participant’s Surviving Spouse’s, as applicable, remaining Benefit as of the
      Commencement Date (the “Remaining Benefit”), but only to the extent such amount
      qualifies as a Section 409A Deferral.  The Remaining Benefit with
      respect to the Contingent Rights shall be calculated as follows:

     

    
      	
               

            	
                      
                (i)

            	
              For
                purposes of computing the lump sum value with respect to the Part
                B Excess
                Benefit provided for under paragraph (a) of Article XXIII in the
                event that, as of the Commencement Date, payment of such benefit
                has not
                yet commenced, the Remaining Benefit shall be the present value on
                the
                Commencement Date of the actuarial equivalent of the benefit that
                would
                have otherwise been paid under paragraph (a) of Article XXIII if
                the Participant had commenced receipt of such benefit at normal retirement
                age (age 65) under the Pension
                Plan;

            


    

     

    
      	
               

            	
                     
                (ii)

            	
              For
                purposes of computing the lump sum value with respect to the Spousal
                Benefit that otherwise would have become payable under paragraph (a)
                of Article XXV or paragraph (b) of Article XXV upon the
                death of the Participant with respect to the Part B Excess Benefit
                under
                paragraph (a) of Article XXIII in the event that the
                Commencement Date occurs during the lifetime of the Participant,
                the
                Remaining Benefit shall be the actuarial equivalent at the Commencement
                Date of the Spousal Benefit that otherwise would have become payable
                under
                paragraph (a) of Article XXV or paragraph (b) of
                Article XXV, as applicable, as determined under the basis required
                under Section 417(e) of the Code at the Commencement Date for determining
                lump sums under qualified plans;
                and

            


    

     

    
      	
               

            	
                    
                (iii)

            	
              For
                purposes of computing the lump sum value with respect to the Spousal
                Benefit that otherwise would have become payable under paragraph (a)
                of Article XXV or paragraph (b) of Article XXV upon the
                death of the Participant with respect to the benefit under
                paragraph (b) of Article XXIII in the event that the
                Commencement Date occurs during the lifetime of the Participant,
                the
                Remaining Benefit shall be the actuarial equivalent at the Commencement
                Date of the Spousal Benefit that otherwise would have become payable
                under
                paragraph (a) of Article XXV or paragraph (b) of
                Article XXV, as applicable, as determined under the basis required
                under Section 417(e) of the Code at the Commencement Date for determining
                lump sums under qualified plans.

            


    

     

    (d)           The
      lump sum value of the Remaining Benefit 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.

     

    (e)           In
      calculating the lump sum payment to be paid under this Article XXXVIII, the
      Cost of Living Adjustment called for under Article XL shall be taken into
      account as follows: The Company shall determine the average of the 3 most recent
      adjustments under Article XL.  That average so-determined shall
      be deemed to apply for purposes of all future years for purposes of making
      the
      lump sum calculation.

     

    (e)           Any
      election pursuant to this Article XXXVIII is irrevocable unless otherwise
      permitted under Section 409A without the imposition of the Section 409A
      Taxes.

     

    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 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 XXXVIII 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 XXXVIII.

            


    

     

    
      	
              (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 XXXVIII.

            


    

     

    (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.

     

    ARTICLE
      XLI

     

    Certain
      Further Payments By the Company

     

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

     

    (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 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.)

            


    

     

    (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.