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                                                                   Exhibit 10(g)












                 SCIENCE APPLICATIONS INTERNATIONAL CORPORATION

                        KEY EXECUTIVE STOCK DEFERRAL PLAN

                           (EFFECTIVE JANUARY 4, 1996)


                               (Amended 01-03-01)


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                                TABLE OF CONTENTS

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ARTICLE                                                                                                PAGE
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<S>                                                                                                    <C>
I        PURPOSE AND EFFECTIVE DATE .....................................................................1

II       DEFINITIONS ....................................................................................1

              2.1.     Account ..........................................................................1
              2.2.     Beneficiary ......................................................................1
              2.3.     Board ............................................................................1
              2.4.     Committee.........................................................................1
              2.5.     Company...........................................................................1
              2.6.     Company Stock.....................................................................1
              2.7.     Deferral .........................................................................1
              2.8.     Deferral Authority ...............................................................2
              2.9.     Deferrable Amount(s)..............................................................2
              2.10.    Director..........................................................................2
              2.11.    Distribution Date.................................................................2
              2.12.    Employee .........................................................................2
              2.13.    Participant ......................................................................2
              2.14.    Plan .............................................................................2
              2.15.    Plan Year ........................................................................2
              2.16.    Retirement Date ..................................................................2
              2.17.    Share Unit .......................................................................2
              2.18     Termination of Affiliation........................................................2
              2.19.    Trust ............................................................................3
              2.20.    Trustee...........................................................................3

III      PARTICIPATION ..................................................................................3

              3.1.     Designation by Deferral Authority.................................................3
              3.2.     Deferral Elections ...............................................................3
              3.3.     Amounts Subject to Deferral ......................................................3
              3.4.     Deferral Election Irrevocable ....................................................3
              3.5.     Deferrals to be Held in Trust ....................................................4

IV       TRUST FUND .....................................................................................4

              4.1.     Trust Fund Established ...........................................................4
              4.2.     Company, Committee and Trustee Not
                           Responsible for Adequacy of Trust Fund .......................................4
              4.3.     Invasion of Trust by Creditors ...................................................4
              4.4.     Trust Expenses....................................................................4

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<S>                                                                                                    <C>
V        ACCOUNTS .......................................................................................4

              5.1.     Committee to Maintain Accounts ...................................................4
              5.2.     Additional Accounting Procedures..................................................5
              5.3      Limitation on Benefits............................................................5
              5.4      Vesting of Account Balances.......................................................5

VI       RIGHTS IN ACQUIRED STOCK .......................................................................5

              6.1      Power To Vote Stock Rests With Trustee ...........................................5
              6.2      Tender Offers ....................................................................5
              6.3      Dividends ........................................................................5

VII      DISTRIBUTIONS ..................................................................................6

              7.1.     Time of Commencement of Distribution  ............................................6
              7.2.     Form of Distribution .............................................................6
              7.3.     Method of Distribution ...........................................................6
              7.4.     Beneficiary Designation...........................................................7
              7.5.     Distribution to Guardian..........................................................7
              7.6.     Withholding of Taxes..............................................................8

VIII     ACCELERATION OF DISTRIBUTION ...................................................................8

              8.1.     Change in Control ................................................................8
              8.2.     Hardship .........................................................................8

IX       SOURCE OF PAYMENT ..............................................................................9

              9.1.     No Direct Interest in Trust Assets................................................9

X        PLAN TERMINATION AND AMENDMENT .................................................................9

             10.1.     Termination and Amendments .......................................................9

XI       PLAN ADMINISTRATION ............................................................................9

             11.1.     Committee ........................................................................9
             11.2.     Committee Powers..................................................................9
             11.3.     Plan Expenses....................................................................11
             11.4.     Reliance Upon Documents and Opinions.............................................11
             11.5.     Requirement of Proof.............................................................11
             11.6.     Reliance on Committee Memorandum.................................................11
             11.7.     Limitation on Liability..........................................................11
             11.8.     Indemnification..................................................................11

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<S>                                                                                                    <C>
XII      MISCELLANEOUS PROVISIONS ......................................................................12

             12.1.     Restrictions on Plan Interest ...................................................12
             12.2.     No Enlargement of Employee Rights ...............................................13
             12.3      Rights of Repurchase and First Refusal for the Company ..........................13
             12.4.     Mailing of Payments .............................................................13
             12.5.     Inability to Locate Participant or Beneficiary...................................13
             12.6.     Governing Law....................................................................13
             12.7.     Illegality of Particular Provision...............................................14
             12.8.     Interpretation...................................................................14
             12.9.     Tax Effects......................................................................14
             12.10.    Receipt or Release...............................................................14
             12.11     Records .........................................................................14
             12.12     Arbitration .....................................................................14

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                 SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
                        KEY EXECUTIVE STOCK DEFERRAL PLAN


                                    ARTICLE I

                           PURPOSE AND EFFECTIVE DATE

         This Plan is an unfunded, deferred compensation arrangement established
by Science Applications International Corporation ("Company") to provide
selected Employees and Directors with a method of supplementing their retirement
income by deferring a portion of their compensation and to make an indirect
investment in Company Stock through a "rabbi trust" vehicle. The Plan is
effective as of January 4, 1996.


                                   ARTICLE II

                                   DEFINITIONS

         Whenever the following terms are used in the Plan they shall have the
meaning specified below, unless the context indicates clearly to the contrary.

         2.1.     ACCOUNT. The Account maintained for bookkeeping purposes by
the Committee with respect to each Participant to evidence the Participant's
Deferrals of Deferrable Amounts hereunder and to record the number of Share
Units credited as a result of such Deferrals.

         2.2.     BENEFICIARY. The person or persons properly designated by the
Participant, in accordance with Section 7.3, to receive the benefits provided
herein upon death of the Participant.

         2.3.     BOARD. The Board of Directors of Science Applications
International Corporation.

         2.4.     COMMITTEE. The committee composed of such members as shall be
appointed from time to time by the Board to administer the Plan.

         2.5.     COMPANY. Science Applications International Corporation, a
Delaware corporation, and any subsidiary thereof which has been approved by the
Deferral Authority for participation in this Plan by its Employees.

         2.6.     COMPANY STOCK. The Class A Common Stock of Science
Applications International Corporation.

         2.7.     DEFERRAL. The amount of Deferrable Amounts a Participant has
deferred in accordance with Section 3.2 or which is designated as a Deferral
under this Plan in connection with an Employee's offer letter for employment
with the Company.



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         2.8.     DEFERRAL AUTHORITY. The individual or group of individuals
appointed by the Board to determine which Employees are eligible to make
Deferrals and to participate in the Plan.

         2.9.     DEFERRABLE AMOUNT(S). The bonus, if any, payable to an
Employee or Director, in accordance with Company procedures under the Company's
1984 Bonus Compensation Plan, Directors' fees or other payments as determined by
the Committee. In no way does the adoption or operation of this Plan obligate
the Company to pay any bonus or continue any compensation program.

         2.10     DIRECTOR. A member of the Board, other than a Director
Emeritus, or a member of the Board of Directors of any subsidiary or affiliate
thereof which has been approved by the Deferral Authority for participation in
this Plan by its Employees or Directors.

         2.11.    DISTRIBUTION DATE. The date when distributions begin under the
Plan, as specified in Section 7.1.

         2.12.    EMPLOYEE. A management or highly compensated employee of the
Company.

         2.13.    PARTICIPANT. An Employee or Director designated by the
Deferral Authority for participation in the Plan who timely files an election to
participate and makes or receives Deferrals hereunder.

         2.14.    PLAN. The Science Applications International Corporation Key
Executive Stock Deferral Plan, as set forth herein and as amended from time to
time.

         2.15.    PLAN YEAR. January 1 through December 31.

         2.16.    RETIREMENT DATE. The date of an Employee's termination of
employment from the Company or a Director's ceasing to be an active Director as
determined by the Committee, on or after attaining age 59-1/2.

         2.17.    SHARE UNIT. The interest of a Participant in a share of
Company Stock held in the Participant's Account in the Trust.

         2.18.    TERMINATION OF AFFILIATION. Any termination of employment with
the Company by an Employee, as determined by the Committee, whether by reason of
death, disability, voluntary resignation, layoff, discharge or otherwise, prior
to attaining age 59-1/2 and, in the case of a Director, ceasing to be an active
Director prior to attaining age 59-1/2. The Committee shall have the discretion
to establish rules and make determinations as to what constitutes a Termination
of Affiliation includes, without limitation, change of status (e.g., part-time,
consulting Employee, etc.) or leave of absence.



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         2.19.    TRUST. The Science Applications International Corporation Key
Executive Stock Deferral Trust established by the Company to hold assets used by
the Company to provide for benefits to Participants and Beneficiaries under the
Plan.

         2.20.    TRUSTEE. State Street Bank and Trust Company or such successor
trustee as shall be appointed pursuant to the Trust instrument.

                                   ARTICLE III

                                  PARTICIPATION

         3.1.     DESIGNATION BY DEFERRAL AUTHORITY. The Deferral Authority in
its sole discretion shall designate those Employees or Directors who are to be
eligible to participate in the Plan with respect to Deferrals for a particular
Plan Year or with respect to a particular Deferrable Amount or Amounts.
Designating an individual as eligible to participate in the Plan for a
particular Plan Year or with respect to a particular Deferrable Amount shall not
require the Deferral Authority to designate such individual for any subsequent
Plan Year or with respect to any subsequent Deferrable Amounts.

         3.2.     DEFERRAL ELECTIONS. An eligible Employee or Director shall not
become a Participant in the Plan unless and until he or she has executed and
delivered to the Committee a Deferral election form and/or any other forms or
agreements as may be prescribed by the Committee, and the Committee shall have
accepted such Deferral election and/or additional forms or agreements.
Participation in the Plan and any elections made by a Participant, including
Deferral elections and elections as to form of distribution under Article VII,
is conditioned on the Participant executing an agreement with the Company, on a
form prescribed by the Committee, relating to the Company's right of repurchase
of Company Stock and such other matters as the Committee shall prescribe. To
participate for a particular Plan Year, the Employee or Director must submit his
or her Deferral election form and any other forms or agreements prescribed by
the Committee during the applicable Deferral election period established by the
Committee. In addition to amounts deferred pursuant to a Deferral election,
additional Deferrals may be credited to a Participant's Account pursuant to the
terms of an offer letter with an Employee made at the time of commencement of
employment with the Company, as determined and approved by the Deferral
Authority in its sole discretion.

         3.3.     AMOUNTS SUBJECT TO DEFERRAL. The total Deferrals elected for a
particular Plan Year may be in an amount up to a specified percentage of
Deferrable Amounts, such maximum percentage to be up to one hundred percent
(100%) as determined by the Deferral Authority.

         3.4.     DEFERRAL ELECTION IRREVOCABLE. Any Deferral election by a
Participant shall be irrevocable.



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         3.5.     DEFERRALS TO BE HELD IN TRUST. Within a reasonable period of
time following the date on which a Deferrable Amount would have been paid to a
Participant but for the Deferral hereunder, the Company shall contribute, to the
Trust, Company Stock or money in an amount sufficient to purchase shares of
Company Stock equal in value (based on the then prevailing Formula Price as
determined under the Company's Certificate of Incorporation) to the Deferral.
The Trustee shall apply such contribution toward the purchase of Company Stock
in accordance with the directions of the Committee and the terms of the Trust
and the Participant shall be credited with the applicable number of Share Units.

                                   ARTICLE IV

                                   TRUST FUND

         4.1.     TRUST FUND ESTABLISHED. The Company has established the Trust
pursuant to a trust agreement under which the Trustee will hold and administer
in trust all assets deposited with the Trustee in accordance with the terms of
this Plan. The Board shall have the authority to select and remove the Trustee
to act under the Trust agreement, and to enter into new or amended trust
agreements as it deems advisable.

         4.2.     COMPANY, COMMITTEE AND TRUSTEE NOT RESPONSIBLE FOR ADEQUACY OF
TRUST FUND. Neither the Company, Board, Deferral Authority, Committee nor
Trustee shall be liable or responsible for the adequacy of the Trust Fund to
meet and discharge any or all payments and liabilities hereunder. All Plan
benefits will be paid only from the Trust assets, and neither the Company,
Board, Deferral Authority, Committee nor Trustee shall have any duty or
liability to furnish the Trust with any funds, securities or other assets except
as expressly provided in Section 3.6 hereof.

         4.3.     INVASION OF TRUST BY CREDITORS. If assets of the Trust should
be reduced due to action of the Company's creditors, as provided in the Trust
document, the Committee shall reduce each Account on a pro rata basis to reflect
such reduction in Trust assets, and the Company shall have no obligation to
replace such lost assets.

         4.4.     TRUST EXPENSES. Expenses of the Trust which are not paid by
the Company shall be applied to reduce each Account on a pro rata basis.

                                    ARTICLE V

                                    ACCOUNTS

         5.1.     COMMITTEE TO MAINTAIN ACCOUNTS. The Committee shall open and
maintain a separate Account for each Participant to record the Deferrals made by
the Participant and the assets held in the Trust with respect to such
Participant as well as to allocate Trust expenses.



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         5.2.     ADDITIONAL ACCOUNTING PROCEDURES. The Committee shall
establish and may amend from time to time additional accounting procedures for
the purpose of making allocations, distributions, valuations and adjustments to
Accounts, and to allocate Trust earnings expenses and losses to such accounts. A
Participant or Beneficiary shall have no contractual or other right to have a
particular accounting procedure or convention apply, or continue to apply, and
the Committee shall be free to alter any such procedure or convention without
notice or obligation to any Participant or Beneficiary.

         5.3.     LIMITATION ON BENEFITS. Benefits payable to a Participant or
Beneficiary under the Plan shall be limited to the vested Account balance
credited to such Participant or Beneficiary.

         5.4.     VESTING OF ACCOUNT BALANCES. A Participant's Account balance
shall be one hundred percent (100%) vested except with respect to the portion of
the Account balance attributable to vesting bonuses awarded under the Company's
1984 Bonus Compensation Plan. Such portion of a Participant's Account balance
shall become vested (and the nonvested portion forfeited) at the time or times
the bonus would have become vested (and the nonvested portion forfeited) under
the 1984 Bonus Compensation Plan without regard to deferral under this Plan. The
shares of Company Stock represented by such forfeited portion shall be returned
to the Company or reallocated in accordance with the Committee's directions and
the terms of the Trust.

                                   ARTICLE VI

                            RIGHTS IN ACQUIRED STOCK

         6.1.     POWER TO VOTE STOCK RESTS WITH TRUSTEE. The power to vote any
stock held by the Trustee shall rest solely with the Trustee, who shall vote
such stock in the same proportion that the other shareholders vote their shares
of Company Stock. For purposes of this Section 6.1, Company Stock shall include
both Class A and Class B Common Stock.

         6.2.     TENDER OFFERS. In the case of a tender offer for the Company
Stock, the Trustee shall tender the shares of Company Stock held by the Trust
only if more than fifty percent (50%) of the shares of Company Stock held
outside the Trust are tendered by the shareholders.

         6.3.     DIVIDENDS. All dividends on Company Stock held in Trust shall
be held by the Trustee and reinvested as directed by the Committee. The
Committee shall allocate such dividends among the Accounts pro rata to the
shares allocated to each Account.



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                                   ARTICLE VII

                                  DISTRIBUTIONS

         7.1.     TIME OF COMMENCEMENT OF DISTRIBUTION. Subject to the
acceleration provisions of Article VIII, the balance credited to a Participant's
Account shall be distributed, or commence to be distributed, to the Participant
on the first to occur of the following events:

                  (a)      the Participant's Retirement Date; or

                  (b)      the date of the Participant's Termination of
Affiliation with the Company.

        7.2.      FORM OF DISTRIBUTION.

                  Each distribution shall be made in the form of Company Stock
unless the Committee determines, in its sole discretion, that distribution of
Company Stock is impossible or creates adverse impact on the Company, in which
case the Committee may determine to make the distribution in cash. A Participant
shall have no right to request a cash distribution.

        7.3       METHODS OF DISTRIBUTION.

                  (a)      LUMP SUM ON DEATH. If a Participant dies having an
Account balance (regardless of whether distributions have begun under the Plan),
the remaining balance in the Participant's Account shall be paid in the form of
a lump sum to the Beneficiary or Beneficiaries designated in accordance with
Section 7.4, or as otherwise provided in Sections 7.4 and 7.5, within a
reasonable period following the date when the Committee receives notice of the
Participant's death.

                  (b)      ELECTION FOR RETIREMENT DISTRIBUTIONS. Subject to the
acceleration provisions in Article VIII, distributions made following a
Participant's Retirement Date shall be made to the Participant in accordance
with a valid election made by the Participant under this subsection (b). The
Participant may elect in a manner prescribed by the Committee to have his or her
Account paid in one of the following forms:

                           (1)      A lump sum payment of the entire Account
                                    Balance; or

                           (2)      A series of annual payments over a five or
                                    ten year period. Each installment shall
                                    include one-fifth or one-tenth, as
                                    applicable, of the number of shares of
                                    Company Stock distributable to the
                                    Participant.

Each election shall be made on forms specified by the Committee and shall be
irrevocable when made.



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                  (c)      OTHER DISTRIBUTIONS. Distributions other than those
specified in (a) or (b) above shall be made as a lump sum within a reasonable
period of time following a Participant's Termination of Affiliation.

                  (d)      DEFAULT DISTRIBUTION. If the Participant fails to
make a valid election as described in subsection (b), the Participant's Account
shall be distributed in full as a lump sum payment within a reasonable period of
time following the Distribution Date.

        7.4.      BENEFICIARY DESIGNATION.

                  (a)      Upon forms provided by the Committee, each
Participant shall designate in writing the Beneficiary or Beneficiaries whom
such Participant desires to receive the benefits of this Plan, if any, payable
in the event of such Participant's death. A Participant may from time to time
change his or her designated Beneficiary or Beneficiaries without the consent of
such Beneficiary or Beneficiaries by filing a new designation in writing with
the Committee; provided, however, that if a married Participant wishes to
designate an individual other than his or her spouse as Beneficiary, such
designation shall not be effective unless consented to in writing by the spouse.
Notwithstanding the foregoing, spousal consent shall not be necessary if it is
established to the satisfaction of the Committee that there is no spouse of the
Participant or that the required consent cannot be obtained because the spouse
cannot be located or is legally incompetent. The Company may rely upon the
designation of Beneficiary or Beneficiaries last filed by the Participant in
accordance with the terms of this Plan.

                  (b)      If the designated Beneficiary does not survive the
Participant, or if there is no valid Beneficiary designation, amounts payable
under the Plan shall be paid to the Participant's spouse, or if there is no
surviving spouse, then to the duly appointed and currently acting personal
representative of the Participant's estate. If there is no personal
representative of the Participant's estate duly appointed and acting in that
capacity within sixty (60) days after the Participant's death, then all payments
due under the Plan shall be payable to the person or persons who can verify by
affidavit or court order to the satisfaction of the Committee that they are
legally entitled to receive the benefits specified hereunder pursuant to the
laws of intestate succession or other legal provision in effect at the
Participant's death in the jurisdiction having authority over disposition of the
Participant's estate.

         7.5.     DISTRIBUTION TO GUARDIAN. If the Committee shall find that any
person to whom any payment is payable under this Plan is unable to care for his
or her affairs because of illness or accident, or is a minor, a payment due
(unless a prior claim therefor shall have been made by a duly appointed guardian
or other legal representative) may be paid to the spouse, a child, a parent, or
a brother or sister, or to any custodian, conservator or other fiduciary
responsible for the management and control of such person's financial affairs in
such manner and proportions as the Committee may determine. Any such payment
shall, to the extent thereof, discharge of the liabilities of the Company to the
Participant or Beneficiary under this Plan.



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         7.6.     WITHHOLDING OF TAXES. To the extent any distribution is
subject to withholding taxes, the Committee may require, as a condition to the
payment of such distribution, that the Participant or Beneficiary who is
eligible for the distribution:

                  (a)      make payment to the Company in the form of a check
for such withholding taxes; or

                  (b)      consent to the withholding of taxes from such
distribution by the Trustee, in which case the withheld amounts shall be
delivered to the Company which shall pay over the withheld taxes as required by
law.

The Committee may offer either or both of these options to the Participant or
Beneficiary in the Committee's sole discretion.

                                  ARTICLE VIII

                          ACCELERATION OF DISTRIBUTION

         8.1.     CHANGE IN CONTROL. All Accounts shall be immediately
distributed to the Participants to whom such Accounts belong, upon the
occurrence of a Change in Control (as hereinafter defined) of the Company. A
Change in Control shall be deemed to occur upon any "person" (as defined in
Section 3(a)(9) of the United States Securities Exchange Act of 1934 (the "34
Act")), other than the Company, any subsidiary or any employee benefit plan or
trust maintained by the Company or subsidiary becoming the beneficial owner (as
defined in Rule 13d-3 under the 34 Act), directly or indirectly, of more than
25% of the Company Stock outstanding at such time, without the prior approval of
the Board. For purposes of the foregoing, a subsidiary is any corporation in an
unbroken chain of corporations beginning with the Company if each of the
corporations, other than the last corporation in such chain, owns at least fifty
percent (50%) of the total voting power in one of the other corporations in such
chain.

         8.2.     HARDSHIP. Notwithstanding the provisions of Section 7.1 and
7.3 hereof, a Participant shall be entitled to request a hardship distribution
of all or any portion of his or her Account. A Participant or legal
representative of the Participant must make a written request for a hardship
distribution, stating the reasons such withdrawal is necessary because of a
financial hardship. The Committee, in its sole discretion, shall determine
whether or not to grant the hardship distribution of such Participant's Account
and, in so doing, may rely on the Participant's statements, and a hardship
distribution may be approved without further investigation unless the Committee
has reason to believe such statements are false.



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                                   ARTICLE IX

                                SOURCE OF PAYMENT

         9.1.     NO DIRECT INTEREST IN TRUST ASSETS. All distributions
hereunder shall be paid solely from the Trust. No special or separate funds
shall be established and no other segregation of assets shall be made to assure
the payment of benefits hereunder. A Participant shall have no right, title, or
interest whatever in or to any investments which the Company may make through
the Trust to meet its obligations hereunder. Nothing contained in this Plan, and
no action taken pursuant to its provisions, shall create or be construed to
create any kind of a fiduciary relationship between the Company and a
Participant or any other person.

                                    ARTICLE X

                         PLAN TERMINATION AND AMENDMENT

         10.1.    TERMINATION AND AMENDMENTS. The Plan shall continue until all
amounts credited to the Participants' Accounts have been distributed in
accordance with the terms of the Plan. Notwithstanding the foregoing sentence,
the Company retains the right to amend or terminate the Plan for any reason,
including but not limited to adverse changes in tax laws or the bankruptcy,
receivership or dissolution of the Company. In the event of a Plan termination,
benefits will either be paid out when due under the terms of the Plan or as soon
as possible as determined by the Committee in its sole discretion. To the extent
feasible, the Committee shall use its best efforts to avoid adversely affecting
the rights of any existing Participants in the Plan, but the Committee shall be
under no specific duty or obligation in this regard.

                                   ARTICLE XI

                               PLAN ADMINISTRATION

         11.1.    COMMITTEE. The Plan shall be administered by the Committee.
Subject to the provisions of the Plan and the authority granted to the Deferral
Authority, the Committee shall have exclusive power to determine the manner and
time of Deferrals and payment of benefits to the extent herein provided and to
exercise any other discretionary powers granted to the Committee pursuant to the
Plan. The decisions or determinations by the Committee shall be final and
binding upon all parties, including shareholders, Participants, Beneficiaries
and other Employees. The Committee shall have the authority to interpret the
Plan, to make factual findings and determinations, to adopt and revise rules and
regulations relating to the Plan and to make any other determinations which it
believes necessary or advisable for the administration of the Plan. The
Committee's discretion shall be as broad and unfettered as permitted by law.

         11.2.    COMMITTEE POWERS. The Committee shall have all powers
necessary to supervise the administration of the Plan and control its
operations. In addition to any powers and authority



                                     - 9 -
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conferred on the Committee elsewhere in the Plan or by law, the Committee shall
have, by way of illustration and not by way of limitation, the following powers
and authority;

                  (a)      To designate agents to carry out responsibilities
relating to the Plan;

                  (b)      To employ such legal, actuarial, medical, accounting,
clerical and other assistance as it may deem appropriate in carrying out the
provisions of this Plan;

                  (c)      To administer, interpret, construe and apply this
Plan and to decide all questions which may arise or which may be raised under
this Plan by any Employee, Participant, Beneficiary or other person whatsoever,
including but not limited to all questions relating to eligibility to
participate in the Plan, and the amount of benefits to which any Participant may
be entitled;

                  (d)      To establish rules and procedures from time to time
for the conduct of its business and for the administration and effectuation of
its responsibilities under the Plan; and

                  (e)      To establish claims procedures, and to make forms
available for filing of such claims, and to provide the name of the person or
persons with whom such claims should be filed. The Committee shall establish
procedures for action upon claims initially made and the communication of a
decision to the claimant promptly and, in any event, not later than sixty (60)
days after the date of the claim; the claim may be deemed by the claimant to
have been denied for purposes of further review described below in the event a
decision is not furnished to the claimant within such sixty (60) day period.
Every claim for benefits which is denied shall be denied by written notice
setting forth in a manner calculated to be understood by the claimant (1) the
specific reason or reasons for the denial, (2) specific reference to any
provisions of this Plan on which denial is based, (3) description of any
additional material or information necessary for the claimant to perfect his
claim with an explanation of why such material or information is necessary, and
(4) an explanation of the procedure for further reviewing the denial of the
claim under the Plan. The Committee shall establish a procedure for review of
claim denials, such review to be undertaken by the Committee. The review given
after denial of any claim shall be a full and fair review with the claimant or
his duly authorized representative having one hundred eighty (180) days after
receipt of denial of his claim to request such review, having the right to
review all pertinent documents and the right to submit issues and comments in
writing. The Committee shall establish a procedure for issuance of a decision by
the Committee not later than sixty (60) days after receipt of a request for
review from a claimant unless special circumstances, such as the need to hold a
hearing, require a longer period of time, in which case a decision shall be
rendered as soon as possible but not later than one hundred twenty (120) days
after receipt of the claimant's request for review. The decision on review shall
be in writing and shall include specific reasons for the decision written in a
manner calculated to be understood by the claimant with specific reference to
any provisions of this Plan on which the decision is based.

                  (f)      To perform or cause to be performed such further acts
as it may deem to be necessary, appropriate, or convenient in the efficient
administration of the Plan.



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         Any action taken in good faith by the Committee in the exercise of
authority conferred upon it by this Plan shall be conclusive and binding upon
the Participants and their beneficiaries. All discretionary powers conferred
upon the Committee shall be absolute.

         11.3.    PLAN EXPENSES. Members of the Committee shall serve as such
without compensation from the Plan, but may receive compensation from the
Company for so serving. All Plan administration expenses shall be borne by the
Company or the Trust as determined by the Committee in its sole discretion.

         11.4.    RELIANCE UPON DOCUMENTS AND OPINIONS. The members of the
Committee, the Deferral Committee, the Board, and the Company shall be entitled
to rely upon any tables, valuations, computations, estimates, certificates,
opinions and reports furnished by any consultant, or firm or corporation which
employs one or more consultants or advisors. The Committee may, but is not
required to, rely upon all records of the Company with respect to any matter or
thing whatsoever, and may likewise treat such records as conclusive with respect
to all Employees, Participants, Beneficiaries and any other persons whomsoever,
except as otherwise provided by law.

         11.5.    REQUIREMENT OF PROOF. The Committee, the Deferral Committee,
the Board, or the Company may require satisfactory proof of any matter under
this Plan from or with respect to any Employee, director, consultant,
Participant or Beneficiary, and no such person shall acquire any rights or be
entitled to receive any benefits under this Plan until such proof shall be
furnished as so required.

         11.6.    RELIANCE ON COMMITTEE MEMORANDUM. Any person dealing with the
Committee may rely on and shall be fully protected in relying on a certificate
or memorandum in writing signed by any Committee member so authorized, or by a
quorum of the members of the Committee, as constituted as of the date of such
certificate or memorandum, as evidence of any action taken or resolution adopted
by the Committee.

         11.7.    LIMITATION ON LIABILITY. No employee or director of the
Company shall be subject to any liability by reason of or arising from his or
her participation in the establishment or administration or operation of the
Plan unless he or she acts fraudulently or in bad faith.

         11.8.    INDEMNIFICATION.

                  (a)      To the extent permitted by law, the Company shall
indemnify each member of the Deferral Authority, the Committee, and any other
employee or director of the Company who was or is a party, or is threatened to
be made a party, to any threatened, pending or completed proceeding, whether
civil, criminal, administrative, or investigative, by reason of his or her
conduct in the performance in connection with the establishment or
administration of the Plan or any amendment or termination of the Plan.

                  (b)      This indemnification shall apply against expenses
including, without limitation, attorneys fees and any expenses of establishing a
right to indemnification hereunder,



                                     - 11 -
<PAGE>


judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with such proceeding, except in relation to matters as to which he
or she has acted fraudulently or in bad faith in the performance of such duties.

                  (c)      The termination of any proceeding by judgment, order,
settlement, conviction, upon a plea of nolo contendere or its equivalent shall
not, in and of itself, create a presumption that the person acted fraudulently
or in bad faith in the performance of his or her duties.

                  (d)      Expenses incurred in defending any such proceeding
may be advanced by the Company prior to the final disposition of such
proceeding, upon receipt of an undertaking by or on behalf of the recipient to
repay such amount, unless it shall be determined ultimately that the recipient
is entitled to be indemnified as authorized in this Section 11.8.

                  (e)      The right of indemnification set forth in this
Section 11.8 shall be in addition to any other right to which any Committee
member or other person may be entitled as a matter of law, by corporate bylaws
or otherwise.

                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

       12.1.      RESTRICTIONS ON PLAN INTEREST.

                  (a)      A Participant's interest in this Plan shall be
limited to his or her Account in the Trust and he or she shall have no other
interest in any assets of the Company nor any right as against the Company,
Deferral Authority or Committee for payment of benefits under this Plan.

                  (b)      None of the benefits, payments, proceeds, claims or
rights hereunder of any Participant or Beneficiary shall be subject to any claim
of any creditor of such Participant or Beneficiary and in particular the same
shall not be subject to attachment, garnishment, or other legal process by any
creditor of such Participant or Beneficiary.

                  (c)      A Participant or Beneficiary shall not have any right
to alienate, anticipate, commute, pledge, encumber, or assign any of the
benefits or payments or proceeds which he or she may expect to receive,
contingently or otherwise, under the Plan.

                  (d)      A Participant's and Beneficiary's interest in this
Plan and his or her Account in the Trust are subject to the claims of the
Company's creditors as provided in the Trust. Each Participant and Beneficiary
shall, however, be considered a general creditor of the Company with respect to
the assets held in his or her Account in the Trust, so that if the Company
should become insolvent, the Participant or Beneficiary will have a claim
against the Trust assets equal to that of the Company's other general creditors
(regardless of whether such assets are removed from the trust by a trustee in
bankruptcy).



                                     - 12 -
<PAGE>


                  (e)      Whenever a provision of this Plan restricts or limits
a Participant or a Participant's Account, benefit or distribution, such
limitation shall also apply to a Beneficiary unless otherwise specified.

       12.2.      NO ENLARGEMENT OF EMPLOYEE RIGHTS.

                  (a)      This Plan is strictly a voluntary undertaking on the
part of the Company and shall not be deemed to constitute a contract between the
Company and any Employee or Director, or be consideration for, or an inducement
to, or a condition of, the employment of any Employee or affiliation of any
Director.

                  (b)      The employment of any Employee is not for any
specified term and may be terminated by any Employee or by the Company at any
time, for any reason, with or without cause. Nothing contained in the Plan shall
be deemed to give any Employee the right to be retained in the employ of the
Company, to constitute any promise or commitment by the Company regarding future
positions, future work assignments, future compensation or any other term or
condition of employment or to interfere with the right of the Company to
discharge or retire any Employee at any time.

                  (c)      No person shall have any right to any benefits under
this Plan, except to the extent expressly provided herein.

         12.3.    RIGHTS OF REPURCHASE AND FIRST REFUSAL FOR THE COMPANY. Any
Company Stock distributed from the Plan shall be subject to a right of
repurchase and right of first refusal by the Company, as well as any conditions,
limitations or restrictions contained in an agreement specified in Section 3.2.
The terms and conditions of the right of repurchase and right of first refusal
shall be those applied to Company Stock by the Certificate of Incorporation of
Science Applications International Corporation, as in effect from time to time.

         12.4.    MAILING OF PAYMENTS. All payments under the Plan shall be
delivered in person or mailed to the last address of the Participant (or, in the
case of the death of the Participant to that of any other person entitled to
such payments under the terms of the Plan). Each Participant shall be
responsible for furnishing the Committee with his or her correct current address
and the correct current name and address of his or her Beneficiary.

         12.5.    INABILITY TO LOCATE PARTICIPANT OR BENEFICIARY. In the event
that the Committee is unable to locate a Participant or Beneficiary to whom
benefits are payable hereunder after mailing a notice to the Participant's or
Beneficiary's last known address, and such inability lasts for a period of three
(3) years, then any remaining benefits payable hereunder shall be forfeited to
the Company and no Participant or Beneficiary shall have any right to further
benefits from the Plan, even if subsequently located.

         12.6.    GOVERNING LAW. All legal questions pertaining to the Plan
shall be determined in accordance with the laws of California, excluding its
rules governing conflicts of laws.



                                     - 13 -
<PAGE>


         12.7.    ILLEGALITY OF PARTICULAR PROVISION. If any particular
provision of this Plan shall be found to be illegal or unenforceable, such
provision shall not affect the other provisions thereof, but the Plan shall be
construed in all respect as if such invalid provision were omitted.

         12.8.    INTERPRETATION. Section headings are for convenient reference
only and shall not be deemed to be part of the substance of this instrument or
in any way to enlarge or limit the contents of any article or section.

         12.9.    TAX EFFECTS. The Company makes no representations or
warranties as to the tax consequences to a Participant or to a Participant's
Beneficiary from Deferrals hereunder or the subsequent receipt of any benefits
as a result thereof. Each Participant must rely solely on his or her own tax
advisor with respect to the tax consequences arising from the Deferrals or the
receipt of benefits hereunder, or from any other related transaction.

         12.10.   RECEIPT OR RELEASE. Any payment to any Participant or
Beneficiary in accordance with the provisions of this Plan shall, to the extent
thereof, be in full satisfaction of all claims against the Committee and the
Company, and the Committee may require such Participant or Beneficiary, as a
condition precedent to such payment, to execute a receipt and release to such
effect.

         12.11.   RECORDS. The records of the Company with respect to the Plan
shall be conclusive on all Participants, Beneficiaries, and all other persons
whomsoever.

         12.12.   ARBITRATION. The Committee's written decision on review of a
denial of benefits, shall be final, conclusive and binding on all Participants,
Beneficiaries and Employees of the Company. Notwithstanding the foregoing, any
person disputing such a written decision shall submit such dispute to binding
Arbitration pursuant to the rules of the American Arbitration Association, to be
held in San Diego County. The losing party in such arbitration proceedings shall
bear the costs of arbitration, and each party shall bear its own attorneys'
fees.



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