exhibit10-3_110107.htm


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      10.3

     

    COMPUTER
      SCIENCES CORPORATION

     

    SEVERANCE
      PLAN FOR SENIOR MANAGEMENT

     

    AND
      KEY EMPLOYEES

     

     

    And
      Summary Plan Description

     

    


    as
      Amended and Restated Effective October 28, 2007

     

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

     

    The
      Plan
      is amended and restated effective as of October 28, 2007, which amendment and
      restatement is intended to reflect the provisions of Section 409A of the
      Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and
      other Treasury Department guidance promulgated thereunder, and shall be
      interpreted accordingly.

     

    1.           Purpose

     

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

     

    2.           Definitions

     

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

     

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

     

    (b)           Compensation.  “Compensation”
      shall mean the sum of:

     

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

     

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

     

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

     

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

     

    (e)           Designated
      Employees.  “Designated Employees” shall refer to those employees
      of CSC and its subsidiaries (the entity directly employing a Designated Employee
      shall be referred to herein, with respect to such Designated Employee, as the
      “Employer”) who are parties to agreements with CSC substantially in the form of
      Exhibit A (with respect to employees in Group A, Group B or Group C) or Exhibit
      B (with respect to employees in Group D) attached hereto (with such changes
      as
      may be approved by the Board of Directors or the Compensation Committee or
      other
      duly authorized committee thereof), incorporating the terms and provisions
      of
      this Plan.  Each such agreement shall indicate whether the particular
      Designated Employee is in one or more of Group A, Group B,
      Group C or Group D, or such other Group as may hereafter be duly defined by
      amendment of this Plan.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    3.           Termination
      Following Change of Control

     

    (a)           Termination
      of Employment.

     

    (i)           In
      the event a Designated Employee in Group A, Group B or Group C, following the
      date of a Change of Control, either (A) has a voluntary employment termination
      for Good Reason within twenty-four (24) full calendar months following such
      Change of Control, (B) has a voluntary termination of employment with or without
      Good Reason more than twelve (12) full calendar months after, but within
      thirteen (13) full calendar months following, such Change of Control, or (C)
      has
      an involuntary employment termination for any reason other than for Cause within
      thirty-six full calendar months following such Change of Control, such
      Designated Employee shall be entitled to receive following such employment
      termination such payments and benefits hereunder as such Designated Employee
      shall be entitled to receive upon such employment termination in accordance
      with
      Sections 2(e) and 5 of this Plan.

     

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

     

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

     

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

     

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

     

    (d)           Date
      of Termination.  “Date of Termination” shall mean (i) if the
      Designated Employee is terminated by the Employer for Disability, thirty (30)
      days after Notice of Termination is given to the Designated Employee (provided
      that the Designated Employee shall not have returned to the performance of
      the
      Designated Employee’s duties on a full-time basis during such thirty (30) day
      period) or (ii) if the Designated Employee’s employment is terminated by the
      Employer for any other reason or by the Designated Employee, the date on which
      a
      Notice of Termination is given.

     

    4.           Funding
      of CSC SERP Obligations Upon Change Of Control

     

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

     

    5.           Severance
      Compensation upon Termination of Employment

     

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

     

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

     

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

     

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

     

    (b)           For
      a Designated Employee in Group C:

     

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

     

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

     

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

     

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

     

    6.           Certain
      Further Payments By the Employer

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (d)           Subsequent
      Events.

     

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

     

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

     

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

     

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

     

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

     

    7.           Dispute
      Resolution;  Claims
      Procedure;  Arbitration

     

    
      	
              (a)  

            	
              Claims
                Procedure.

            


    

     

    (i)           Benefits
      will be provided to each Designated Employee as specified in this
      Plan.  If a Designated Employee believes that he has not been provided
      with benefits due under the Plan, then the Designated Employee may elect the
      arbitration procedure in Section 7(b) of this Plan, or alternatively, the
      Designated Employee (who is hereafter referred to as the “Claimant”) has the
      right to make a written claim for benefits under the Plan.  Written
      claims for severance pay benefits shall be governed by the following procedures;
      any written claims for health or welfare benefits shall be governed by the
      claims procedures of the applicable health or welfare plan. If such a written
      claim is made, and the Administrator wholly or partially denies the claim,
      the
      Administrator shall provide the Claimant with written notice of such denial,
      setting forth, in a manner calculated to be understood by the
      Claimant:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (b)           Arbitration

     

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

     

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

     

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

     

    8.           Mitigation
      of Damages; Effect of Plan

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    10.           Effect
      Of Other Agreements

     

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

     

    11.           Effect
      Of Section 409A of the Code

     

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

     

    (a)           (i)
      such payments shall be delayed until the date that is the earlier of six months
      after date of the Specified Employee’s “separation from service” (as such term
      is defined under Section 409A) with the Company 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 409A Taxes (the “Payments Delay
      Period”), and (ii) such payments shall be increased by an amount equal to
      interest on such payments for the Payments Delay Period at a rate equal to
      the
      120-month rolling average yield to maturity of the index called the “Merrill
      Lynch U.S. Corporates, A Rated, 15+ Years Index” as of December 31 of the year
      preceding the year in which the Payments Delay Period commences, compounded
      annually (the “Interest Rate”);

     

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

     

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

     

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

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      A

     

    COMPUTER
      SCIENCES CORPORATION

    SENIOR
      MANAGEMENT AND KEY EMPLOYEE

    SEVERANCE
      AGREEMENT

     

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

     

    RECITALS

     

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

     

    AGREEMEN T

     

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

     

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

     

    2.           Heirs
      and Successors.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    COMPUTER
      SCIENCES

     

    CORPORATION                                                                                                EXECUTIVE

     

    By:_________________________                                                                                                                     

     

    (Signature)

     

    


     

    ­                                                                                     (Name)

     

    


     

    


     

    (Address
      for Notice)

     

    


     

    (Designated
      Beneficiary)

     

    


     

    


     

    (Address
      for Beneficiary)

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      B

     

    COMPUTER
      SCIENCES CORPORATION

    SENIOR
      MANAGEMENT AND KEY EMPLOYEE

    SEVERANCE
      AGREEMENT

     

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

     

    RECITALS

     

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

     

    AGREEMEN T

     

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

     

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

     

    2.           Heirs
      and Successors.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    COMPUTER
      SCIENCES

     

    CORPORATION                                                                                                EXECUTIVE

     

    By:_________________________                                                                                                                     

     

    (Signature)

     

    


     

    ­                                                                                     (Name)

     

    


     

    


     

    (Address
      for Notice)

     

    


     

    (Designated
      Beneficiary)

     

    


     

    


     

    (Address
      for Beneficiary)

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      C

     

    
      	 	 	
              Group

            
	 	
              A

            	
              B

            	
              C

            	
              D

            	 
	
              Multiple
                of compensation under Sections 3 and 5

            	
              3

            	
              2

            	
              3

            	
              2