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                                  AMENDMENT TO
                              THE TITAN CORPORATION
                 SUPPLEMENTAL RETIREMENT PLAN FOR KEY EXECUTIVES

            The Titan Corporation Supplemental Retirement Plan for Key
Executives (the "Plan") is hereby amended as set forth below.

1.    Section 14.5 of the Plan is hereby amended to read in its entirety as
      follows:

      Change in Control. Notwithstanding any other provisions of this Plan: (a)
      upon any Change in Control (as defined below), all Participants who are
      then employed by the Company shall be deemed to have attained not less
      than six Years of Service for all purposes under the Plan; and (b) the
      Plan may not be amended after a Change in Control, or before a Change in
      Control but in anticipation thereof or at the request of a person seeking
      to effectuate a Change in Control, in any manner that reduces the
      then-existing Account Balances of Participants or the rates of interest
      with which such Account Balances are credited. The term "Change in
      Control" shall mean:

                  (1) The acquisition by any individual, entity or group (within
            the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
            Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person")
            of beneficial ownership (within the meaning of Rule 13d-3
            promulgated under the Exchange Act) of 20% or more of either (A) the
            then-outstanding shares of common stock of the Company (the
            "Outstanding Company Common Stock") or (B) the combined voting power
            of the then-outstanding voting securities of the Company entitled to
            vote generally in the election of directors (the "Outstanding
            Company Voting Securities"); provided, however, that, for purposes
            of this clause (1), the following acquisitions shall not constitute
            a Change of Control: (i) any acquisition directly from the Company,
            (ii) any acquisition by the Company, (iii) any acquisition by any
            employee benefit plan (or related trust) sponsored or maintained by
            the Company or any affiliated company or (iv) any acquisition by any
            corporation pursuant to a transaction that complies with subclauses
            (A), (B) and (C) of clause (3) of this definition;

                  (2) Individuals who, as of February 17, 2000, constitute the
            Board (the "Incumbent Board") cease for any reason to constitute at
            least a majority of the Board; provided, however, that any
            individual becoming a director subsequent to the date hereof whose
            election, or nomination for election by the Company's stockholders,
            was approved by a vote of at least a majority of the directors then
            comprising the Incumbent Board shall be considered as though such
            individual were a member of the Incumbent Board, but excluding, for
            this purpose, any such individual whose initial assumption of office
            occurs as a result of an actual or threatened election contest with
            respect to the election or removal of directors or other actual or
            threatened solicitation of proxies or consents by or on behalf of a
            Person other than the Board;
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                  (3) Consummation of a reorganization, merger, consolidation or
            sale or other disposition of all or substantially all of the assets
            of the Company (a "Business Combination"), in each case, unless,
            following such Business Combination, (A) all or substantially all of
            the individuals and entities that were the beneficial owners of the
            Outstanding Company Common Stock and the Outstanding Company Voting
            Securities immediately prior to such Business Combination
            beneficially own, directly or indirectly, more than 60% of the
            then-outstanding shares of common stock and the combined voting
            power of the then-outstanding voting securities entitled to vote
            generally in the election of directors, as the case may be, of the
            corporation resulting from such Business Combination (including,
            without limitation, a corporation that, as a result of such
            transaction, owns the Company or all or substantially all of the
            Company's assets either directly or through one or more
            subsidiaries) in substantially the same proportions as their
            ownership immediately prior to such Business Combination of the
            Outstanding Company Common Stock and the Outstanding Company Voting
            Securities, as the case may be, (B) no Person (excluding any
            corporation resulting from such Business Combination or any employee
            benefit plan (or related trust) of the Company or such corporation
            resulting from such Business Combination) beneficially owns,
            directly or indirectly, 20% or more of, respectively, the
            then-outstanding shares of common stock of the corporation resulting
            from such Business Combination or the combined voting power of the
            then-outstanding voting securities of such corporation, except to
            the extent that such ownership existed prior to the Business
            Combination, and (C) at least a majority of the members of the board
            of directors of the corporation resulting from such Business
            Combination were members of the Incumbent Board at the time of the
            execution of the initial agreement or of the action of the Board
            providing for such Business Combination; or

                  (4) Approval by the stockholders of the Company of a complete
            liquidation or dissolution of the Company.

2.    The Plan is in all other respects ratified and confirmed without
      amendment.


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