**Exhibit10.27**

 

**AMENDMENT2003-2 TOTHE TITAN CORPORATIONDEFERRED COMPENSATION PLAN**

 

The Chief ExecutiveOfficer of the Titan Corporation hereby adopts the following amendment to theTitan Corporation Deferred Compensation Plan (the “Plan”):

 

1.  Section 4.5 of the Plan is herebyamended in its entirety to read as follows effective November 1, 2003:

 

“4.5                           DistributionUpon a Change in Control. Notwithstanding any other provision of the Plan,if there is a Change in Control, no deferrals will be made under the Plan withrespect to periods following the Change in Control and all vested AccountBalances under the Plan shall immediately be distributed or commence to bedistributed in accordance with this Section 4.5.  For purposes of this Section 4.5, the vested account balanceof a Participant who is an active Employee of the Company on the date of theChange in Control will be determined: (a) by crediting the Participant with a Year of Service for the year ofemployment in which the Change in Control occurs; and (b) without applying theprovision that a Participant must be employed on the last day of the Plan Yearto avoid forfeiture of the Annual Company Matching Amount and attributableearnings for the Plan Year in which the Participant terminates employment withthe Company.  On or beforeDecember 31 of the calendar year preceding the calendar year in which theChange in Control occurs and prior to the satisfaction of all shareholderapproval and all regulatory approval requirements that may be applicable to suchChange in Control or such earlier date as the Committee shall designate, aParticipant whose vested Account Balance exceeds $25,000 as of theSeptember 30 preceding the last day on which such election could be madecan elect whether the Participant’s vested Account Balance will be paid: (a) ina single lump sum; or (b) pursuant to the Annual Installment Method over fiveyears.   The vested Account Balance ofany Participant not described in the prior sentence will be paid automaticallyin a single lump sum.  If a Participantwho is entitled to make an election fails to do so, the Participant’s vestedAccount Balance will be paid in a single lump sum.  If the Participant has made an alternative distribution electionpursuant to any other provision of the Plan but has not commenced to receivedistributions as of the date of the Change in Control, such election shall bevoid and shall have no force or effect. If, as of the date of the Change in Control, a Participant has commencedto receive distributions under the Plan under an Annual Installment Method withmore than five years of installments remaining to be paid at the time of theChange in Control, the Participant’s unpaid vested Account Balance as of theChange in Control will thereafter be paid

 

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pursuant to the AnnualInstallment Method over five years determined from the date of the Change inControl.”

 

IN WITNESS WHEREOF, theChief Executive Officer of the Titan Corporation has caused this amendment tobe executed this 22nd day of December 2003.

 

 
|   | The Titan Corporation    |
|--------|--------------------------|
|   |                     |
|   |                     |
|   | By:                      | /s/ Gene W. Ray |   |
|   | Chief  Executive Officer |

 

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