exhibit10-5_110107.htm


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      10.5

    


    COMPUTER
      SCIENCES CORPORATION

    EXCESS
      PLAN

     

    AND
      SUMMARY PLAN DESCRIPTION

     

    Effective
      as of October 28, 2007

     

    ARTICLE
      I                                   

     

    Purpose

     

    The
      purpose of this Computer Sciences Corporation Excess Plan (“Excess Plan”) is to
      provide designated officers and key executives of Computer Sciences Corporation
      (the “Company”) with retirement benefits that they would have received under the
      Computer Sciences Corporation Employee Pension Plan (the “Pension Plan”) but for
      the limitations on benefits set forth in Section 415 of the Internal Revenue
      Code of 1986, as amended (“Code”), and Section 401(a)(17) of the
      Code.  This document is also intended to constitute the Summary Plan
      Description for this Excess Plan.

     

    It
      is
      intended that this Excess Plan be a plan “for a select group of management or
      highly compensated employees” as set forth in Sections 201(2), 301(a)(3) and
      401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended
      (“ERISA”), and is not intended to comply with the requirements of Section 401(a)
      of the Code.  This Excess Plan is intended to reflect the provisions
      of Section 409A of the Code, and shall be interpreted accordingly.

     

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

     

    ARTICLE
      II                                   

     

    
      	
               

            	
              Effective
                Date

            


    

     

    This
      Excess Plan is effective as of October 28, 2007.  For Participants
      (“SERP No. 1 Participants”) in this Excess Plan who previously
      participated in the Computer Sciences Corporation Supplemental Executive
      Retirement Plan (“SERP No. 1”), this Excess Plan is a successor plan
      to SERP No. 1, but only with respect to the Part A Excess Benefit and
      Part B Excess Benefit provided for under SERP No. 1 to
      SERP No. 1 Participants.  SERP No. 1 Participants
      in this Excess Plan shall not be entitled to any benefits under
      SERP No. 1.

     

    ARTICLE
      III

     

    Participants

     

    No
      person
      shall be a Participant in this Excess Plan unless (a) such individual is
      specifically designated as such by the Compensation Committee of the Board
      of
      Directors of the Company (the “Committee”), (b) such individual has
      consented to be governed by the terms of this Excess Plan by execution of a
      written instrument in form satisfactory to the Committee and (c) such
      individual is entitled to receive a benefit under the Pension Plan.

     

    ARTICLE
      IV

     

    
      	
               

            	
              Excess
                Benefits

            


    

     

    Each
      Participant shall be entitled to receive an excess benefit under this Excess
      Plan (an “Excess Benefit”).  The Excess Benefit hereunder vests at the
      time that the Participant becomes vested under the Pension Plan, subject to
      Article IX hereof.  The Excess Benefit is the additional monthly
      amount calculated as follows: the additional monthly amount that the Participant
      would otherwise be entitled to receive as a single life annuity under the
      Pension Plan at the date payment of the Excess Benefit commences (determined
      as
      if the Participant’s benefits under the Pension Plan commenced on that date), if
      the limitations imposed by Sections 401(a)(17) and 415 of the Code, were
      not applied, less any monthly benefit that the Participant is entitled to
      receive as a single life annuity at that date under Appendix M or
      Appendix N of the Pension Plan, and provided further, that in making such
      calculation:

     

    (a)  all
      deferrals of salary under the Computer Science Corporation Deferred Compensation
      Plan shall be disregarded, as if no deferrals had been made;

     

    (b)  compensation
      for periods of time prior to the Participant’s Entry Date shall be disregarded
      and not taken into account; and

     

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

     

    For
      purposes of this Excess Plan, the term “Entry Date” means (i) for
      SERP No. 1 Participants, the date of the Participant’s first
      participation in SERP No. 1 or (ii) for all other Participants,
      the date of the Participant’s first participation in this Excess Plan pursuant
      to Article III hereof.

     

    ARTICLE
      V

     

    
      	
               

            	
              Time
                and Form of Benefit Payments

            


    

     

    (a)  Except
      as
      provided in Articles Vl and X, the Excess Benefit shall be paid monthly for
      the lifetime of the Participant.  Subject to Article XX, the payment
      of the Excess Benefit shall commence on the first day of the month and year
      specified by the Participant in a distribution election made pursuant to this
      Article V (a “Distribution Election”), which date may not be earlier than the
      month immediately following the month in which the Participant has “separation
      from service” (as defined under Section 409A of the Code) for any reason from
      the Company (a “Separation from Service”).  If Participant has not
      made a valid, timely Distribution Election pursuant to this Article V, then,
      subject to Article XX, the Participant’s Excess Benefit shall automatically
      commence on the later of: the month following the month in which the Participant
      attains age fifty-five (55), or the month following the month in which
      Participant has a Separation from Service.

     

    (b)  Except
      as
      provided in Articles Vl and XVI, if at the time payment of the Excess
      Benefit commences Participant is married, upon the death of the Participant,
      the
      Excess Benefit shall continue to be paid to the individual who was the
      Participant’s spouse at the time payment of the Excess Benefit commenced for the
      lifetime of such spouse at the rate of fifty percent (50%) of Participant’s
      Excess Benefit (which Excess Benefit shall be calculated without regard to
      the
      offset in Article IV regarding Appendix M and/or Appendix N of
      the Pension Plan).

     

    (c)  Within
      30
      days after an individual first becomes a Participant (or no later than December
      31, 2007 for individuals who became Participants on or prior to that date),
      each
      Participant shall make a Distribution Election pursuant to this Article V
      with respect to the Participant’s Excess Benefit.  A Distribution
      Election pursuant to this Article V may be superseded by a subsequent
      election; provided, however, that no subsequent election pursuant to this
      Article V shall be effective unless (i) it is made at least twelve
      (12) months prior to the Participant’s Separation from Service, (ii) such
      election does not become effective until twelve (12) months after its submission
      to the Company and (iii) such election provides for the deferral of the
      date of commencement of distributions under this Excess Plan for a minimum
      of
      five (5) additional years.  For purposes of the 5-year re-deferral
      limitation set forth in the preceding sentence, distributions that are to be
      paid in installments (as opposed to in a lump sum) shall be treated as a single
      payment payable on the date the installments are otherwise due to
      commence.

     

    (d)  All
      Distribution Elections pursuant to this Article V shall be made on such
      form or forms provided to the Participant by the Administrator, which forms
      may
      require such other information, acknowledgements or agreements as may be
      determined by the Administrator in its sole discretion.

     

    ARTICLE
      VI

     

    
      	
               

            	
              Pre-Retirement
                Death Benefits

            


    

     

    In
      the
      event of the death of a Participant while employed by the Company, the
      Participant’s spouse at the time of death, if any, shall be entitled to the
      spousal benefit described in Article V attributable to the Participant’s
      Excess Benefit calculated as of the Participant’s date of death, with such
      spousal benefit to be reduced in an amount equal to any Qualified Pre-Retirement
      Survivor Annuity benefit under the Pension Plan relating to benefits on
      Appendix M and/or Appendix N thereof.  This spousal benefit shall
      commence on the later of date the Participant’s death or the date on which the
      Participant would have otherwise attained the age of 55.

     

    ARTICLE
      VII

     

    
      	
               

            	
              Disability
                Benefits

            


    

     

    A
      disability benefit is payable under this Excess Plan, as follows:

     

    (a)           If
      a Participant has a Separation from Service with the Company by reason of
      Permanent Disability (as hereinafter defined) prior to attaining age sixty-two
      (62), then the Participant shall become eligible to commence receiving his
      or
      her Excess Benefit, calculated as of the date of such Separation from Service,
      commencing on the later of date such Separation from Service or the date the
      Participant is first eligible to commence benefits under the Pension Plan,
      subject to Article XX hereof.

     

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

     

    ARTICLE
      VIII

     

    Right
      to Amend, Modify, Suspend or Terminate Plan

     

    By
      action
      of the Company’s Board of Directors, the Company may amend, modify, suspend or
      terminate this Excess Plan without further liability to any employee or former
      employee or any other person.  Notwithstanding the preceding sentence,
      this Excess Plan may not be amended, modified, suspended or terminated as to
      a
      Participant with respect to benefits already accrued without the express written
      consent of such Participant.  Notwithstanding anything herein to the
      contrary, termination of this Excess Plan shall not be a distribution event
      for
      any benefits provided hereunder unless permitted under Section 409A of the
      Code
      without the imposition of any additional taxes or penalties under Section 409A
      of the Code.

     

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

     

    ARTICLE
      IX

     

    
      	
               

            	
              Change
                in Control

            


    

     

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

     

    In
      the
      event a Participant who was a Participant as of the date of a Change in Control
      either (a) has an involuntary Separation from Service for any reason
      (which, for purposes of this Article IX, shall include a voluntary
      Separation from Service for Good Reason, as hereinafter defined) within
      thirty-six full calendar months following such Change in Control, or
      (b) has a voluntary Separation from Service for any reason other than Good
      Reason (including the death of the Participant) more than twelve (12) full
      calendar months after, but within thirty-six (36) full calendar months
      following, such Change in Control, such Participant shall be deemed to have
      fully vested in such Participant’s Excess Benefit as of immediately prior to
      such Separation from Service.

     

    For
      purposes of this Excess Plan, a Participant’s voluntary Separation from Service
      shall be deemed to be for “Good Reason” if it occurs within six months of any of
      the following without the Participant’s express written consent:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    ARTICLE
      X

     

    Lump-Sum
      Acceleration

     

    (a)  Within
      30
      days after an individual first becomes a Participant (or no later than December
      31, 2007 for individuals who became Participants on or prior to that date),
      each
      Participant shall have the opportunity to irrevocably elect to receive a lump
      sum payment, in an amount determined under this Article X under the
      circumstances described herein.  In the event that a Change in Control
      occurs and the Participant has a Separation from Service for any reason prior
      to
      the Change in Control, or has a Separation from Service for any reason prior
      to
      the third anniversary of such Change in Control, then the lump sum payment
      pursuant to this Article XI shall become payable within thirty (30) days
      after the latest of (i) January 2, 2008, (ii) the date of such Change
      in Control or (iii) the date of the Participant’s Separation from Service
      (the “Commencement Date”), in each case, subject to Article XX
      hereof.

     

    (b)  The
      lump
      sum payment shall equal the lump sum value of the Participant’s and/or the
      Participant’s surviving spouse’s, as applicable, remaining Excess Benefit as of
      the Commencement Date (the “Remaining Benefit”).  The Remaining
      Benefit shall be calculated as follows:

     

    (i)  For
      purposes of computing the lump sum value with respect to that portion of the
      Excess Benefit for which, as of the Commencement Date, payment of such benefit
      has not yet commenced, the Remaining Benefit shall be the present value on
      the
      Commencement Date of the actuarial equivalent of the Excess Benefit that would
      have otherwise been paid if the Participant had commenced receipt of such
      benefit at age 65; and

     

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

     

    (c)  The
      lump
      sum value of the Remaining Benefit shall be computed by using the present value
      basis as is required under Section 417(e) of the Code at the Commencement
      Date for determining lump sums under qualified plans.

     

    ARTICLE
      XI

     

    
      	
               

            	
              No
                Assignment

            


    

     

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

     

    ARTICLE
      XII

     

    
      	
               

            	
              Administration

            


    

     

    This
      Excess Plan shall be administered by the Committee or by such other person
      or
      persons to whom the Committee may delegate functions hereunder (the
“Administrator”).  With respect to all matters pertaining to this
      Excess Plan, the determination of the Administrator shall be conclusive and
      binding.

     

    ARTICLE
      XIII

     

    
      	
               

            	
              Release

            


    

     

    In
      connection with the payment of any Excess Benefit under this Excess Plan, or
      the
      designation of any beneficiary or any election or other action taken or to
      be
      taken under this Excess Plan by any Participant or any other person, the Company
      require such consents or releases as are reasonable under the circumstances,
      and
      further may require any such designation, election or other action to be in
      writing and in form reasonably satisfactory to the Company.

     

    ARTICLE
      XIV

     

    
      	
               

            	
              No
                Waiver

            


    

     

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

     

    ARTICLE
      XV

     

    
      	
               

            	
              No
                Contract

            


    

     

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

     

    ARTICLE
      XVI

     

    
      	
               

            	
              Indemnification

            


    

     

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

     

    ARTICLE
      XVII

     

    
      	
               

            	
              Claim
                Review Procedure

            


    

     

    Benefits
      will be provided to each Participant or beneficiary as specified in this Excess
      Plan.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (i)  the
      specific reason or reasons for the denial

     

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

     

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

     

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

     

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

     

    ARTICLE
      XVIII

     

    Hardship
      Withdrawal

     

    (a)  This
      Article XVIII is applicable only to Participants who have commenced
      receiving retirement benefits under this Excess Plan.

     

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

     

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

     

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

     

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

     

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

     

    (e)  The
      amount of the lump sum hardship withdrawal shall not exceed (i) the current
      lump sum value of the remaining benefits otherwise due, as determined
      immediately prior to the hardship distribution, and as determined by using
      the
      methodology described in paragraphs (b) and (c) of Article X or
      (ii) the amount reasonably necessary to satisfy the emergency need (which
      may include amounts necessary to pay any Federal, state, or local income taxes
      or penalties reasonably anticipated to result from the
      distribution).

     

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

     

    (i)  First,
      the current lump sum value of the benefits otherwise due shall be determined
      immediately prior to the hardship distribution by using the methodology
      described in paragraphs (b) and (c) of Article X.

     

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

     

    (iii)  Third,
      all future benefit payments shall be adjusted downward, to an amount that has
      a
      lump sum present value equal to the Resulting Net Value.  Such lump
      sum present value shall be calculated using the methodology described in
      paragraphs (b) and (c) of Article X.

     

    (g)  The
      provisions of this Article XVIII shall be equally applicable to
      Participant’s surviving spouse.

     

    ARTICLE
      XIX

     

    Certain
      Further Payments By the Company

     

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

     

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

     

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

     

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

     

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

     

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

     

    ARTICLE
      XX

     

    
      	
               

            	
              Certain
                Section 409A Matters

            


    

     

    Notwithstanding
      anything herein to the contrary: no distributions to a “specified employee” (as
      such term is defined under Section 409A of the Code) under this Excess Plan
      that
      are to be made as a result of the specified employee’s “separation from service”
(as such term is defined under Section 409A of the Code) for any reason other
      than the specified employee’s death or “disability” (as such term is defined
      under Section 409A of the Code) shall be made or commence prior to the earlier
      of the date that is six months after the date of separation from service or,
      if
      earlier, the Participant’s death; provided that any distributions that otherwise
      would have been payable during such six-month (or shorter) period, plus interest
      accrued thereon at a rate equal to the 120-month rolling average yield to
      maturity of the index called the “Merrill Lynch U.S. Corporate, A Rated, 15+
      Years Index” as of December 31 of the year preceding the year in which payments
      would otherwise be made or commence, shall be distributed in lump sum on the
      first day following the expiration of such six-month (or shorter)
      period.

     

    The
      “identification date” (as defined under Section 409A of the Code) 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.