exhibit10-1_110107.htm


     

    EXHIBIT
      10.1

    

       

       

       

       

       

      AMENDMENT
        AND RESTATEMENT OF THE

       

      COMPUTER
        SCIENCES CORPORATION

       

      DEFERRED
        COMPENSATION PLAN

       

      


       

      AND

       

      SUMMARY
        PLAN DESCRIPTION

       

      


       

      Effective
        as of October 28, 2007

       

       

      


      


      



      
        
                

                              
                            
      

                    

          

           

        

        
           

          
            

          

        

        
           

        

      


      TABLE
        OF CONTENTS

       

      
        	 	 	 	
                Page

              
	 	 	 	 
	
                ARTICLE
                  I - DEFINITIONS

              
	 	 	 	 
	 	
                Section
                  1.1

              	
                General

              	
                 
                  2

              
	 	
                Section
                  1.2

              	
                Administrator

              	
                  2

              
	 	
                Section
                  1.3

              	
                Board

              	
                  2

              
	 	
                Section
                  1.4

              	
                Change
                  in Control

              	
                 
                  2

              
	 	
                Section
                  1.5

              	
                Chief
                  Executive Officer

              	
                 
                  3

              
	 	
                Section
                  1.6

              	
                Code

              	
                 
                  3

              
	 	
                Section
                  1.7

              	
                Committee

              	
                 
                  3

              
	 	
                Section
                  1.8

              	
                Company

              	
                 
                  3

              
	 	
                Section
                  1.9

              	
                Delegate

              	
                 
                  3

              
	 	
                Section
                  1.10

              	
                Eligible
                  Key Executive

              	
                 
                  3

              
	 	
                Section
                  1.11

              	
                Employee

              	
                 
                  3

              
	 	
                Section
                  1.12

              	
                ERISA

              	
                 
                  3

              
	 	
                Section
                  1.13

              	
                Exchange
                  Act

              	
                 
                  3

              
	 	
                Section
                  1.14

              	
                Hardship

              	
                 
                  4

              
	 	
                Section
                  1.15

              	
                Part
                  A Account

              	
                 
                  4

              
	 	
                Section
                  1.16

              	
                Part
                  A Deferred Compensation

              	
                 
                  4

              
	 	
                Section
                  1.17

              	
                Part
                  A Election Form

              	
                 
                  4

              
	 	
                Section
                  1.18

              	
                Part
                  A Participant

              	
                 
                  4

              
	 	
                Section
                  1.19

              	
                Partial
                  First Plan Year

              	
                 
                  5

              
	 	
                Section
                  1.20

              	
                Payday

              	
                 
                  5

              
	 	
                Section
                  1.21

              	
                Plan
                  Year

              	
                 
                  5

              
	 	
                Section
                  1.22

              	
                Qualified
                  Bonus

              	
                 
                  5

              
	 	
                Section
                  1.23

              	
                Qualified
                  Salary

              	
                 
                  5

              
	 	
                Section
                  1.24

              	
                Retirement

              	
                 
                  5

              
	 	
                Section
                  1.25

              	
                Section
                  401(a)(17) Limitation

              	
                 
                  6

              
	 	
                Section
                  1.26

              	
                Separation
                  from Service

              	
                 
                  6

              
	 	 	 	 
	
                ARTICLE
                  II - ELIGIBILITY

              
	 	 	 	 
	 	
                Section
                  2.1

              	
                Requirements
                  for Participation

              	
                 
                  6

              
	 	
                Section
                  2.2

              	
                Deferral
                  Election Procedure

              	
                 
                  6

              
	 	
                Section
                  2.3

              	
                Content
                  of Part A Election Form

              	 
                7
	 	 	 	 
	
                ARTICLE
                  III - PARTICIPANTS' DEFERRALS

              
	 	 	 	 
	 	
                Section
                  3.1

              	
                Deferral
                  of Qualified Bonus and Qualified Director Compensation

              	 
                7
	 	
                Section
                  3.2

              	
                Deferral
                  for Partial First Plan Year

              	 
                8
	 	
                Section
                  3.3

              	
                Deferral
                  for Qualified Salary

              	 
                8


      

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      
        	
                ARTICLE
                  IV - DEFERRED COMPENSATION ACCOUNTS

              
	 	 	 	 
	 	
                Section
                  4.1

              	
                Part
                  A Deferred Compensation Accounts

              	
                 
                  9

              
	 	
                Section
                  4.2

              	
                Crediting
                  of Part A Deferred Compensation

              	
                 
                  9

              
	 	
                Section
                  4.3

              	
                Crediting
                  of Earnings

              	
                 
                  9

              
	 	
                Section
                  4.4

              	
                Applicability
                  of Part A Account Values

              	
                 
                  9

              
	 	
                Section
                  4.5

              	
                Vesting
                  of Part A Deferred Compensation Accounts

              	
                10

              
	 	
                Section
                  4.6

              	
                Assignments,
                  Etc. Prohibited

              	
                10

              
	 	 	 	 
	
                ARTICLE
                  V - DISTRIBUTIONS OF DEFERRED COMPENSATION ACCOUNTS

              
	 	 	 	 
	 	
                Section
                  5.1

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

              	
                10

              
	 	
                Section
                  5.2

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

              	
                11

              
	 	
                Section
                  5.3

              	
                Distributions
                  upon a Part A Participant's Death

              	
                11

              
	 	
                Section
                  5.4

              	
                Optional
                  Distributions

              	
                12

              
	 	
                Section
                  5.5

              	
                Applicable
                  Taxes

              	
                12

              
	 	 	 	 
	
                ARTICLE
                  VI - WITHDRAWALS FROM DEFERRED COMPENSATION ACCOUNTS

              
	 	 	 	 
	 	
                Section
                  6.1

              	
                Hardship
                  Distributions from Part A Accounts

              	
                12

              
	 	
                Section
                  6.2

              	
                Elective
                  Distributions after a Change in Control

              	
                13

              
	 	
                Section
                  6.3

              	
                Other
                  Elective Distributions

              	
                13

              
	 	
                Section
                  6.4

              	
                Payment
                  of Withdrawals

              	
                13

              
	 	
                Section
                  6.5

              	
                Effect
                  of Withdrawals

              	
                13

              
	 	
                Section
                  6.6

              	
                Applicable
                  Taxes

              	
                14

              
	 	 	 	 
	
                ARTICLE
                  VII - ADMINISTRATIVE PROVISIONS

              
	 	 	 	 
	 	
                Section
                  7.1

              	
                Administrator's
                  Duties and Powers

              	
                14

              
	 	
                Section
                  7.2

              	
                Limitations
                  Upon Powers

              	
                14

              
	 	
                Section
                  7.3

              	
                Final
                  Effect of Administrator Action

              	
                15

              
	 	
                Section
                  7.4

              	
                Delegation
                  by Administrator

              	
                15

              
	 	
                Section
                  7.5

              	
                Indemnification
                  by the Company; Liability Insurance

              	
                15

              
	 	
                Section
                  7.6

              	
                Recordkeeping

              	
                15

              
	 	
                Section
                  7.7

              	
                Statement
                  to Part A Participants

              	
                16

              
	 	
                Section
                  7.8

              	
                Inspection
                  of Records

              	
                16

              
	 	
                Section
                  7.9

              	
                Identification
                  of Fiduciaries

              	
                16

              
	 	
                Section
                  7.10

              	
                Procedure
                  for Allocation of Fiduciary Responsibilities

              	
                16

              
	 	
                Section
                  7.11

              	
                Claims
                  Procedure

              	
                16

              
	 	
                Section
                  7.12

              	
                Conflicting
                  Claims

              	
                18

              
	 	
                Section
                  7.13

              	
                Service
                  of Process

              	
                19

              


      

      



      
        
           

        

        
          ii

          
            

          

        

        
           

        

      


      


      
        	
                ARTICLE
                  VIII - MISCELLANEOUS PROVISIONS

              
	 	 	 	 
	 	
                Section
                  8.1

              	
                Termination
                  of Part A of the Plan

              	
                19

              
	 	
                Section
                  8.2

              	
                Limitation
                  on Rights of Part A Participants

              	
                19

              
	 	
                Section
                  8.3

              	
                Consolidation
                  or Merger; Adoption of Plan by Other Companies

              	
                20

              
	 	
                Section
                  8.4

              	
                Errors
                  and Misstatements

              	
                20

              
	 	
                Section
                  8.5

              	
                Payment
                  on Behalf of Minor, Etc.

              	
                20

              
	 	
                Section
                  8.6

              	
                Amendment
                  of Plan

              	
                20

              
	 	
                Section
                  8.7

              	
                Funding

              	
                21

              
	 	
                Section
                  8.8

              	
                Governing
                  Law

              	
                21

              
	 	
                Section
                  8.9

              	
                Pronouns
                  and Plurality

              	
                21

              
	 	
                Section
                  8.10

              	
                Titles

              	
                21

              
	 	
                Section
                  8.11

              	
                References

              	
                21

              
	 	 	 	 
	
                ARTICLE
                  IX - DEFINITIONS

              
	 	 	 	 
	 	
                Section
                  9.1

              	
                General

              	
                22

              
	 	
                Section
                  9.2

              	
                Administrator

              	
                22

              
	 	
                Section
                  9.3

              	
                Board

              	
                22

              
	 	
                Section
                  9.4

              	
                Change
                  in Control

              	
                22

              
	 	
                Section
                  9.5

              	
                Chief
                  Executive Officer

              	
                22

              
	 	
                Section
                  9.6

              	
                Code

              	
                22

              
	 	
                Section
                  9.7

              	
                Committee

              	
                22

              
	 	
                Section
                  9.8

              	
                Company

              	
                23

              
	 	
                Section
                  9.9

              	
                Delegate

              	
                23

              
	 	
                Section
                  9.10

              	
                Disability

              	
                23

              
	 	
                Section
                  9.11

              	
                Eligible
                  Key Executive

              	
                23

              
	 	
                Section
                  9.12

              	
                Employee

              	
                23

              
	 	
                Section
                  9.13

              	
                ERISA

              	
                23

              
	 	
                Section
                  9.14

              	
                Exchange
                  Act

              	
                23

              
	 	
                Section
                  9.15

              	
                Hardship

              	
                23

              
	 	
                Section
                  9.16

              	
                Part
                  B Account

              	
                24

              
	 	
                Section
                  9.17

              	
                Part
                  B Deferred Compensation

              	
                24

              
	 	
                Section
                  9.18

              	
                Part
                  B Distribution Election

              	
                24

              
	 	
                Section
                  9.19

              	
                Part
                  B Election Form

              	
                24

              
	 	
                Section
                  9.20

              	
                Part
                  B Participant

              	
                24

              
	 	
                Section
                  9.21

              	
                Payday

              	
                24

              
	 	
                Section
                  9.22

              	
                Performance-Based
                  Compensation

              	
                24

              
	 	
                Section
                  9.23

              	
                Plan
                  Year

              	
                25

              
	 	
                Section
                  9.24

              	
                Predecessor
                  Plan

              	
                25

              
	 	
                Section
                  9.25

              	
                Qualified
                  Annual Bonus

              	
                25

              
	 	
                Section
                  9.26

              	
                Qualified
                  Director Compensation

              	
                25

              
	 	
                Section
                  9.27

              	
                Qualified
                  Quarterly Bonus

              	
                25

              
	 	
                Section
                  9.28

              	
                Qualified
                  Salary

              	
                25

              
	 	
                Section
                  9.29

              	
                Retirement

              	
                25

              


      


      
        
           

        

        
          iii

          
            

          

        

        
           

        

      


      


      
        	 	
                Section
                  9.30

              	
                Section
                  401(a)(17) Limitation

              	
                25

              
	 	
                Section
                  9.31

              	
                Separation
                  from Service

              	
                26

              
	 	
                Section
                  9.32

              	
                Specified
                  Employee

              	
                26

              
	 	 	 	 
	
                ARTICLE
                  X - ELIGIBILITY

              
	 	 	 	 
	 	
                Section
                  10.1

              	
                Requirements
                  for Participation

              	
                26

              
	 	
                Section
                  10.2

              	
                Deferral
                  Election Procedure

              	
                26

              
	 	
                Section
                  10.3

              	
                Content
                  of Part B Election Form

              	
                27

              
	 	 	 	 
	
                ARTICLE
                  XI - PARTICIPANTS' DEFERRALS

              
	 	 	 	 
	 	
                Section
                  11.1

              	
                Deferral
                  of Qualified Annual Bonus

              	
                27

              
	 	
                Section
                  11.2

              	
                Deferral
                  for Qualified Salary, Qualified Director Compensation and Qualified
                  Quarterly Bonus

              	
                28

              
	 	 	 	 
	
                ARTICLE
                  XII - DEFERRED COMPENSATION ACCOUNTS

              
	 	 	 	 
	 	
                Section
                  12.1

              	
                Part
                  B Deferred Compensation Accounts

              	
                29

              
	 	
                Section
                  12.2

              	
                Crediting
                  of Part B Deferred Compensation

              	
                29

              
	 	
                Section
                  12.3

              	
                Crediting
                  of Earnings

              	
                30

              
	 	
                Section
                  12.4

              	
                Applicability
                  of Part B Account Values

              	
                30

              
	 	
                Section
                  12.5

              	
                Vesting
                  of Part B Deferred Compensation Accounts

              	
                30

              
	 	
                Section
                  12.6

              	
                Assignments,
                  Etc. Prohibited

              	
                30

              
	 	 	 	 
	
                ARTICLE
                  XIII - DISTRIBUTIONS OF DEFERRED COMPENSATION ACCOUNTS

              
	 	 	 	 
	 	
                Section
                  13.1

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

              	
                30

              
	 	
                Section
                  13.2

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

              	
                31

              
	 	
                Section
                  13.3

              	
                Distributions
                  upon a Part B Participant's Death

              	
                32

              
	 	
                Section
                  13.4

              	
                Distributions
                  upon a Part B Participant's Disability

              	
                33

              
	 	
                Section
                  13.5

              	
                Distributions
                  upon a Change in Control

              	
                34

              
	 	
                Section
                  13.6

              	
                Optional
                  Distributions

              	
                34

              
	 	
                Section
                  13.7

              	
                Required
                  Delay in Payments to Certain Part B Participants

              	
                35

              
	 	
                Section
                  13.8

              	
                Ordering
                  of Distribution Elections

              	
                35

              
	 	
                Section
                  13.9

              	
                Timing
                  of Distribution Elections for Certain Section 409A
                  Deferrals

              	
                35

              
	 	
                Section
                  13.10

              	
                Applicable
                  Taxes

              	
                36

              


      

      



      
        
           

        

        
          iv

          
            

          

        

        
           

        

      


      


      
        	
                ARTICLE
                  XIV - WITHDRAWALS FROM DEFERRED COMPENSATION ACCOUNTS

              
	 	 	 	 
	 	
                Section
                  14.1

              	
                Hardship
                  Distributions from Part B Accounts

              	
                36

              
	 	
                Section
                  14.2

              	
                Withdrawals
                  to Pay Employment Taxes

              	
                36

              
	 	
                Section
                  14.3

              	
                Withdrawals
                  Upon Amounts Becoming Subject to Section 409A

              	
                37

              
	 	
                Section
                  14.4

              	
                Payment
                  of Withdrawals

              	
                37

              
	 	
                Section
                  14.5

              	
                Effect
                  of Withdrawals

              	
                37

              
	 	
                Section
                  14.6

              	
                Applicable
                  Taxes

              	
                37

              
	 	 	 	 
	
                ARTICLE
                  XV - ADMINISTRATIVE PROVISIONS

              
	 	 	 	 
	 	
                Section
                  15.1

              	
                Administrator's
                  Duties and Powers

              	
                37

              
	 	
                Section
                  15.2

              	
                Limitations
                  Upon Powers

              	
                38

              
	 	
                Section
                  15.3

              	
                Final
                  Effect of Administrator Action

              	
                38

              
	 	
                Section
                  15.4

              	
                Delegation
                  by Administrator

              	
                38

              
	 	
                Section
                  15.5

              	
                Indemnification
                  by the Company; Liability Insurance

              	
                39

              
	 	
                Section
                  15.6

              	
                Recordkeeping

              	
                39

              
	 	
                Section
                  15.7

              	
                Statement
                  to Part B Participants

              	
                39

              
	 	
                Section
                  15.8

              	
                Inspection
                  of Records

              	
                39

              
	 	
                Section
                  15.9

              	
                Identification
                  of Fiduciaries

              	
                39

              
	 	
                Section
                  15.10

              	
                Procedure
                  for Allocation of Fiduciary Responsibilities

              	
                40

              
	 	
                Section
                  15.11

              	
                Claims
                  Procedure

              	
                40

              
	 	
                Section
                  15.12

              	
                Conflicting
                  Claims

              	
                42

              
	 	
                Section
                  15.13

              	
                Service
                  of Process

              	
                42

              
	 	 	 	 
	
                ARTICLE
                  XVI - MISCELLANEOUS PROVISIONS

              
	 	 	 	 
	 	
                Section
                  16.1

              	
                Termination
                  of Part B of the Plan

              	
                42

              
	 	
                Section
                  16.2

              	
                Limitation
                  on Rights of Part B Participants

              	
                43

              
	 	
                Section
                  16.3

              	
                Consolidation
                  or Merger; Adoption of Plan by Other Companies

              	
                43

              
	 	
                Section
                  16.4

              	
                Errors
                  and Misstatements

              	
                44

              
	 	
                Section
                  16.5

              	
                Payment
                  on Behalf of Minor, Etc.

              	
                44

              
	 	
                Section
                  16.6

              	
                Amendment
                  of Plan

              	
                44

              
	 	
                Section
                  16.7

              	
                Funding

              	
                45

              
	 	
                Section
                  16.8

              	
                Governing
                  Law

              	
                45

              
	 	
                Section
                  16.9

              	
                Pronouns
                  and Plurality

              	
                45

              
	 	
                Section
                  16.10

              	
                Titles

              	
                45

              
	 	
                Section
                  16.11

              	
                References

              	
                45

              


      

      


       

      
        
           

        

        
          v

          
            

          

        

        
           

        

      

       

       

       

      AMENDMENT
        AND RESTATEMENT OF THE

      COMPUTER
        SCIENCES CORPORATION

      DEFERRED
        COMPENSATION PLAN

       

      AND

       

      SUMMARY
        PLAN DESCRIPTION

       

      as
        Amended and Restated Effective as of October 28, 2007

       

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

       

      The
        Plan
        was amended and restated effective as of February 2, 1998, as of August 13,
        2001, as of December 9, 2002, as of August 11, 2003 and as of January 1,
        2005
        (the “2005 Restatement”).  The Plan is hereby amended and restated
        effective as of October 28, 2007 (the “2007 Restatement”), which amendment and
        restatement is intended to reflect the provisions of Section 409A of the
        Code
        (as defined below) and the regulations and other Treasury Department guidance
        promulgated thereunder (“Section 409A”), and shall be interpreted
        accordingly.  As with the 2005 Restatement, the 2007 Restatement shall
        only apply to (i) “amounts deferred” (within the meaning of Section 409A)
        by Key Executives in taxable years beginning after December 31, 2004, and
        any
        earnings thereon and (ii) amounts deferred by Nonemployee Directors in
        taxable years beginning both before and after
        December 31, 2004, and any earnings thereon (collectively, “Section
        409A Deferrals”).  The provisions of the Plan in existence prior to
        the 2005 Restatement shall continue to govern “amounts deferred” (within the
        meaning of Section 409A) by Key Executives in taxable years beginning before
        January 1, 2005, and any earnings thereon (collectively, “Grandfathered
        Deferrals”).  As such, Part A of the Plan is applicable solely to
        Grandfathered Deferrals, and Part B of the Plan is applicable solely to Section
        409A Deferrals.

       

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

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      PART
        A

       

      ARTICLE
        I

       

      DEFINITIONS

       

      Section
        1.1 General

       

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

       

      Section
        1.2 Administrator

       

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

       

      Section
        1.3 Board

       

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

       

      Section
        1.4 Change in Control

       

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

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      Section
        1.5 Chief Executive Officer

       

      “Chief
        Executive Officer” shall mean the Chief Executive Officer of Computer Sciences
        Corporation.

       

      Section
        1.6 Code

       

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

       

      Section
        1.7 Committee

       

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

       

      Section
        1.8 Company

       

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

       

      Section
        1.9 Delegate

       

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

       

      Section
        1.10 Eligible Key Executive

       

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

       

      Section
        1.11 Employee

       

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

       

      Section
        1.12 ERISA

       

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

       

      Section
        1.13 Exchange Act

       

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

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      Section
        1.14 Hardship

       

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

       

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

       

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

       

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

       

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

       

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

       

      Section
        1.15 Part A Account

       

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

       

      Section
        1.16 Part A Deferred Compensation

       

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

       

      Section
        1.17 Part A Election Form

       

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

       

      Section
        1.18 Part A Participant

       

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

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      Section
        1.19 Partial First Plan Year

       

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

       

      Section
        1.20 Payday

       

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

       

      Section
        1.21 Plan Year

       

      “Plan
        Year” shall mean the fiscal year of the Company.

       

      Section
        1.22 Qualified Bonus

       

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

       

      Section
        1.23 Qualified Salary

       

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

       

      Section
        1.24 Retirement

       

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

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

      Section
        1.25 Section 401(a)(17) Limitation

       

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

       

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

       

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

       

      Section
        1.26 Separation from Service

       

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

       

      ARTICLE
        II

       

      ELIGIBILITY

       

      Section
        2.1 Requirements for Participation

       

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

       

      Section
        2.2 Deferral Election Procedure

       

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

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      Section
        2.3 Content of Part A Election Form

       

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

       

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

       

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

       

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

       

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

       

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

       

      ARTICLE
        III

       

      PARTICIPANTS'
        DEFERRALS

       

      Section
        3.1 Deferral of Qualified Bonus

       

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

       

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

       

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

       

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

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

      Section
        3.2 Deferral for Partial First Plan Year

       

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

       

      Section
        3.3 Deferral of Qualified Salary

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

       

      ARTICLE
        IV

       

      DEFERRED
        COMPENSATION ACCOUNTS

       

      Section
        4.1 Part A Deferred Compensation Accounts

       

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

       

      Section
        4.2 Crediting of Part A Deferred Compensation

       

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

       

      Section
        4.3 Crediting of Earnings

       

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

       

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

       

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

       

      Section
        4.4 Applicability of Part A Account Values

       

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

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

       

      Section
        4.5 Vesting of Part A Deferred Compensation Accounts

       

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

       

      Section
        4.6 Assignments, Etc. Prohibited

       

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

       

      ARTICLE
        V

       

      DISTRIBUTIONS
        OF DEFERRED COMPENSATION ACCOUNTS

       

      
        Section
          5.1 Distributions upon a Key Executive's
          Retirement

      

       

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

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

       

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

       

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

       

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

       

      Section
        5.3 Distributions upon a Part A Participant's Death

       

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

       

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

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

       

      Section
        5.4 Optional Distributions

       

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

       

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

       

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

       

      Section
        5.5 Applicable Taxes

       

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

       

      ARTICLE
        VI

       

      WITHDRAWALS
        FROM DEFERRED COMPENSATION ACCOUNTS

       

      Section
        6.1 Hardship Distributions from Part A Accounts

       

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

       

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

       

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

       

      (c)           by
        cessation of deferrals under the Plan.

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

       

      Section
        6.2 Elective Distributions after a Change in Control

       

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

       

      Section
        6.3 Other Elective Distributions

       

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

       

      Section
        6.4 Payment of Withdrawals

       

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

       

      Section
        6.5 Effect of Withdrawals

       

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

       

      
        
           

        

        
          13

          
            

          

        

        
           

        

      

       

      Section
        6.6 Applicable Taxes

       

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

       

      ARTICLE
        VII

       

      ADMINISTRATIVE
        PROVISIONS

       

      Section
        7.1 Administrator's Duties and Powers

       

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

       

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

       

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

       

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

       

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

       

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

       

      Section
        7.2 Limitations Upon Powers

       

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

       

      
        
           

        

        
          14

          
            

          

        

        
           

        

      

       

      Section
        7.3 Final Effect of Administrator Action

       

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

       

      Section
        7.4 Delegation by Administrator

       

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

       

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

       

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

       

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

       

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

       

      Section
        7.5 Indemnification by the Company; Liability Insurance

       

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

       

      Section
        7.6 Recordkeeping

       

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

       

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

       

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

       

      
        
           

        

        
          15

          
            

          

        

        
           

        

      

       

      Section
        7.7 Statement to Part A Participants

       

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

       

      Section
        7.8 Inspection of Records

       

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

       

      Section
        7.9 Identification of Fiduciaries

       

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

       

      Section
        7.10 Procedure for Allocation of Fiduciary
        Responsibilities

       

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

       

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

       

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

       

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

       

      Section
        7.11 Claims Procedure

       

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

       

      
        
           

        

        
          16

          
            

          

        

        
           

        

      

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
           

        

        
          17

          
            

          

        

        
           

        

      

       

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

       

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

       

      (i)  the
        specific reason or reasons for the denial

       

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

       

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

       

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

       

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

       

      Section
        7.12 Conflicting Claims

       

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

       

      
        
           

        

        
          18

          
            

          

        

        
           

        

      

       

      Section
        7.13 Service of Process

       

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

       

      ARTICLE
        VIII

       

      MISCELLANEOUS
        PROVISIONS

       

      Section
        8.1 Termination of Part A of the Plan

       

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

       

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

       

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

       

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

       

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

       

      Section
        8.2 Limitation on Rights of Part A Participants

       

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

       

      
        
           

        

        
          19

          
            

          

        

        
           

        

      

       

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

       

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

       

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

       

      Section
        8.4 Errors and Misstatements

       

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

       

      Section
        8.5 Payment on Behalf of Minor, Etc.

       

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

       

      Section
        8.6 Amendment of Plan

       

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

       

      
        
           

        

        
          20

          
            

          

        

        
           

        

      

       

      Section
        8.7 Funding

       

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

       

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

       

      Section
        8.8 Governing Law

       

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

       

      Section
        8.9 Pronouns and Plurality

       

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

       

      Section
        8.10 Titles

       

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

       

      Section
        8.11 References

       

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

       


      
        
           

        

        
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      PART
        B

       

      ARTICLE
        IX

       

      DEFINITIONS

       

      Section
        9.1 General

       

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

       

      Section
        9.2 Administrator

       

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

       

      Section
        9.3 Board

       

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

       

      Section
        9.4 Change in Control

       

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

       

      Section
        9.5 Chief Executive Officer

       

      “Chief
        Executive Officer” shall mean the Chief Executive Officer of Computer Sciences
        Corporation.

       

      Section
        9.6 Code

       

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

       

      Section
        9.7 Committee

       

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

       

      
        
           

        

        
          22

          
            

          

        

        
           

        

      

       

      Section
        9.8 Company

       

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

       

      Section
        9.9 Delegate

       

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

       

      Section
        9.10 Disability

       

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

       

      Section
        9.11 Eligible Key Executive

       

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

       

      Section
        9.12 Employee

       

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

       

      Section
        9.13 ERISA

       

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

       

      Section
        9.14 Exchange Act

       

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

       

      Section
        9.15 Hardship

       

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

       

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

       

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

       

      
        
           

        

        
          23

          
            

          

        

        
           

        

      

       

      Section
        9.16 Part B Account

       

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

       

      Section
        9.17 Part B Deferred Compensation

       

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

       

      Section
        9.18 Part B Distribution Election

       

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

       

      Section
        9.19 Part B Election Form

       

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

       

      Section
        9.20 Part B Participant

       

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

       

      Section
        9.21 Payday

       

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

       

      Section
        9.22 Performance-Based Compensation

       

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

       

      
        
           

        

        
          24

          
            

          

        

        
           

        

      

       

      Section
        9.23 Plan Year

       

      “Plan
        Year” shall mean the fiscal year of the Company.

       

      Section
        9.24 Predecessor Plan

       

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

       

      Section
        9.25 Qualified Annual Bonus

       

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

       

      Section
        9.26 Qualified Director Compensation

       

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

       

      Section
        9.27 Qualified Quarterly Bonus

       

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

       

      Section
        9.28 Qualified Salary

       

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

       

      Section
        9.29 Retirement

       

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

       

      Section
        9.30 Section 401(a)(17) Limitation

       

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

       

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

       

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

       

      
        
           

        

        
          25

          
            

          

        

        
           

        

      

       

      Section
        9.31 Separation from Service

       

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

       

      Section
        9.32 Specified Employee

       

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

       

      ARTICLE
        X

       

      ELIGIBILITY

       

      Section
        10.1 Requirements for Participation

       

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

       

      Section
        10.2 Deferral Election Procedure

       

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

       

      
        
           

        

        
          26

          
            

          

        

        
           

        

      

       

      Section
        10.3 Content of Part B Election Form

       

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

       

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

       

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

       

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

       

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

       

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

       

      ARTICLE
        XI

       

      PARTICIPANTS'
        DEFERRALS

       

      Section
        11.1 Deferral of Qualified Annual Bonus

       

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

       

      (b)           Any
        such election made by a Part B Participant to defer Qualified Annual Bonus
        shall
        be irrevocable and shall not be amendable by the Part B Participant, except
        in
        the event of a Hardship, a Part B Participant may terminate the Part B
        Participant’s deferral election for the Plan Year in which the Hardship occurs
        with respect to all Qualified Annual Bonus which has not yet been
        deferred.

       

      
        
           

        

        
          27

          
            

          

        

        
           

        

      

       

      
        	
                 

              	
              


      

      
         

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

      

       

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

       

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

       

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

       

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

       

      
        
           

        

        
          28

          
            

          

        

        
           

        

      

       

      (b)           Any
        such election made by a Part B Participant to defer Qualified Salary, Qualified
        Quarterly Bonuses or Qualified Director Compensation shall be irrevocable
        and
        shall not be amendable by the Part B Participant, except in the event of
        Hardship, a Part B Participant may terminate the Part B Participant’s deferral
        election for the calendar year in which the Hardship occurs with respect
        to all
        Qualified Salary, Qualified Quarterly Bonuses and Qualified Director
        Compensation which have not yet been deferred.

       

      ARTICLE
        XII

       

      DEFERRED
        COMPENSATION ACCOUNTS

       

      Section
        12.1 Part B Deferred Compensation Accounts

       

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

       

      Section
        12.2 Crediting of Part B Deferred Compensation

       

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

       

      
        
           

        

        
          29

          
            

          

        

        
           

        

      

       

      Section
        12.3 Crediting of Earnings

       

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

       

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

       

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

       

      Section
        12.4 Applicability of Part B Account Values

       

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

       

      Section
        12.5 Vesting of Part B Deferred Compensation Accounts

       

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

       

      Section
        12.6 Assignments, Etc. Prohibited

       

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

       

      ARTICLE
        XIII

       

      DISTRIBUTIONS
        OF DEFERRED COMPENSATION ACCOUNTS

      
        	
                 

              	
                 

              


      

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

       

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

       

      
        
           

        

        
          30

          
            

          

        

        
           

        

      

       

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

       

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

       

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

       

      
        
           

        

        
          31

          
            

          

        

        
           

        

      

       

      Section
        13.3 Distributions upon a Part B Participant's Death

       

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

       

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

       

      
        
           

        

        
          32

          
            

          

        

        
           

        

      

       

      Section
        13.4 Distributions upon a Part B Participant's
        Disability

       

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

       

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

       

      
        
           

        

        
          33

          
            

          

        

        
           

        

      

       

      Section
        13.5 Distributions upon a Change in Control

       

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

       

      Section
        13.6 Optional Distributions

       

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

       

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

       

      
        
           

        

        
          34

          
            

          

        

        
           

        

      

       

      Section
        13.7 Required Delay in Payments to Certain Part B
        Participants

       

      Notwithstanding
        anything herein to the contrary: no distributions to a Specified Employee
        under
        Part B of the Plan that are to be made as a result of the Specified Employee’s
        Separation from Service for any reason other than death or Disability shall
        be
        made or commence prior to the date that is the earlier of six months after
        the
        date of Separation from Service or the date of the Specified Employee’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 shall continue to accrue earnings under
        Article XII and shall be distributed (together with any earnings thereon)
        in
        lump sum on the first day following the expiration of such six-month (or
        shorter) period.

       

      Section
        13.8 Ordering of Distribution Elections

       

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

       

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

       

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

       

      Notwithstanding
        anything herein to the contrary, each Part B Participant who has not previously
        made a Change of Control Distribution Election pursuant to Section 13.5 may
        make
        such a distribution election with respect to Section 409A Deferrals pursuant
        to
        this Article XIII (and shall have the ability to replace such election with
        subsequent elections without the imposition of any of the limitations on
        subsequent elections set forth in this Article XIII) at any time prior to
        December 31, 2007; provided, however, that no such Change of Control
        Distribution Election made in the calendar year 2007 may change payment
        elections with respect to payments that the Part B Participant would otherwise
        receive in the calendar year 2007, or to accelerate payments into calendar
        year
        2007 that would not have otherwise been made in 2007.

       

      
        
           

        

        
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      Section
        13.10 Applicable Taxes

       

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

       

      ARTICLE
        XIV

       

      WITHDRAWALS
        FROM DEFERRED COMPENSATION ACCOUNTS

       

      Section
        14.1 Hardship Distributions from Part B Accounts

       

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

       

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

       

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

       

      (iii)           cessation
        of deferrals under the Plan.

       

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

       

      Section
        14.2 Withdrawals to Pay Employment Taxes

       

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

       

      
        
           

        

        
          36

          
            

          

        

        
           

        

      

       

      Section
        14.3 Withdrawals Upon Amounts Becoming Subject to Section
        409A

       

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

       

      Section
        14.4 Payment of Withdrawals

       

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

       

      Section
        14.5 Effect of Withdrawals

       

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

       

      Section
        14.6 Applicable Taxes

       

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

       

      ARTICLE
        XV

       

      ADMINISTRATIVE
        PROVISIONS

       

      Section
        15.1 Administrator's Duties and Powers

       

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

       

      
        
           

        

        
          37

          
            

          

        

        
           

        

      

       

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

       

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

       

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

       

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

       

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

       

      Section
        15.2 Limitations Upon Powers

       

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

       

      Section
        15.3 Final Effect of Administrator Action

       

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

       

      Section
        15.4 Delegation by Administrator

       

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

       

      
        
           

        

        
          38

          
            

          

        

        
           

        

      

       

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

       

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

       

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

       

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

       

      Section
        15.5 Indemnification by the Company; Liability Insurance

       

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

       

      Section
        15.6 Recordkeeping

       

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

       

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

       

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

       

      Section
        15.7 Statement to Part B Participants

       

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

       

      Section
        15.8 Inspection of Records

       

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

       

      Section
        15.9 Identification of Fiduciaries

       

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

       

      
        
           

        

        
          39

          
            

          

        

        
           

        

      

       

      Section
        15.10 Procedure for Allocation of Fiduciary
        Responsibilities

       

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

       

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

       

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

       

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

       

      Section
        15.11 Claims Procedure

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
           

        

        
          40

          
            

          

        

        
           

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      (i)  the
        specific reason or reasons for the denial

       

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

       

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

       

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

       

      (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.

       

      
        
           

        

        
          41

          
            

          

        

        
           

        

      

       

      Section
        15.12 Conflicting Claims

       

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

       

      Section
        15.13 Service of Process

       

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

       

      ARTICLE
        XVI

       

      MISCELLANEOUS
        PROVISIONS

       

      Section
        16.1 Termination of Part B of the Plan

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
           

        

        
          42

          
            

          

        

        
           

        

      

       

      Section
        16.2 Limitation on Rights of Part B Participants

       

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

       

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

       

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

       

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

       

      
        
           

        

        
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      Section
        16.4 Errors and Misstatements

       

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

       

      Section
        16.5 Payment on Behalf of Minor, Etc.

       

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

       

      Section
        16.6 Amendment of Plan

       

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

       

      
        
           

        

        
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      Section
        16.7 Funding

       

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

       

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

       

      Section
        16.8 Governing Law

       

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

       

      Section
        16.9 Pronouns and Plurality

       

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

       

      Section
        16.10 Titles

       

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

       

      Section
        16.11 References

       

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

       


      
        
           

        

        
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