exhibit10-4_120407.htm


     

     

    Exhibit
      10.4

    
 

     

     

    
 

     

    


    AMENDMENT
      AND RESTATEMENT OF THE

     

    COMPUTER
      SCIENCES CORPORATION

     

    DEFERRED
      COMPENSATION PLAN

     

    


     

    AND

     

    SUMMARY
      PLAN DESCRIPTION

     

    


     

    Effective
      as of December 3, 2007

     

     

     

     

     

    
 

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    


    TABLE
      OF CONTENTS

     

    
      	 	 	
              Page

            
	
              ARTICLE
                I - DEFINITIONS

            	 
	 	 	 
	 	
              Section
                1.1 - General

            	
              3

            
	 	
              Section
                1.2 - Administrator

            	
              3

            
	 	
              Section
                1.3 - Board

            	
              3

            
	 	
              Section
                1.4 - Change in Control

            	
              3

            
	 	
              Section
                1.5 - Chief Executive Officer

            	
              4

            
	 	
              Section
                1.6 - Code

            	
              4

            
	 	
              Section
                1.7 - Committee

            	
              4

            
	 	
              Section
                1.8 - Company

            	
              4

            
	 	
              Section
                1.9 - Delegate

            	
              4

            
	 	
              Section
                1.10 - Eligible Key Executive

            	
              4

            
	 	
              Section
                1.11 - Employee

            	
              4

            
	 	
              Section
                1.12 - ERISA

            	
              4

            
	 	
              Section
                1.13 - Exchange Act

            	
              5

            
	 	
              Section
                1.14 - Hardship

            	
              5

            
	 	
              Section
                1.15 - Part A Account

            	
              5

            
	 	
              Section
                1.16 - Part A Deferred Compensation

            	
              5

            
	 	
              Section
                1.17 - Part A Election Form

            	
              5

            
	 	
              Section
                1.18 - Part A Participant

            	
              5

            
	 	
              Section
                1.19 - Partial First Plan Year

            	
              6

            
	 	
              Section
                1.20 - Payday

            	
              6

            
	 	
              Section
                1.21 - Plan Year

            	
              6

            
	 	
              Section
                1.22 - Qualified Bonus

            	
              6

            
	 	
              Section
                1.23 - Qualified Salary

            	
              6

            
	 	
              Section
                1.24 - Retirement

            	
              6

            
	 	
              Section
                1.25 - Section 401(a)(17) Limitation

            	
              6

            
	 	
              Section
                1.26 - Separation from Service

            	
              7

            
	 	 	
               

            
	
              ARTICLE
                II - ELIGIBILITY

            	
               

            
	 	 	
               

            
	 	
              Section
                2.1 - Requirements for Participation

            	
              7

            
	 	
              Section
                2.2 - Deferral Election Procedure

            	
              7

            
	 	
              Section
                2.3 - Content of Part A Election Form

            	
              7

            
	 	 	
               

            
	
              ARTICLE
                III - PARTICIPANTS' DEFERRALS

            	
               

            
	 	 	
               

            
	 	
              Section
                3.1 - Deferral of Qualified Bonus and Qualified Director
                Compensation

            	
              8

            
	 	
              Section
                3.2 - Deferral for Partial First Plan Year

            	
              8

            
	 	
              Section
                3.3 - Deferral for Qualified Salary

            	
              8

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              ARTICLE
                IV - DEFERRED COMPENSATION ACCOUNTS

            	 
	 	 	 
	 	
              Section
                4.1 - Part A Deferred Compensation Accounts

            	
              9

            
	 	
              Section
                4.2 - Crediting of Part A Deferred Compensation

            	
              9

            
	 	
              Section
                4.3 - Crediting of Earnings

            	
              10

            
	 	
              Section
                4.4 - Applicability of Part A Account Values

            	
              10

            
	 	
              Section
                4.5 - Vesting of Part A Deferred Compensation Accounts

            	
              10

            
	 	
              Section
                4.6 - Assignments, Etc. Prohibited

            	
              10

            
	 	 	
               

            
	
              ARTICLE
                V - DISTRIBUTIONS OF DEFERRED COMPENSATION ACCOUNTS

            	
               

            
	 	 	
               

            
	 	
              Section
                5.1 - Distributions upon a Key Executive's Retirement and  a
                Nonemployee Director's Separation from Service

            	
              11

            
	 	
              Section
                5.2 - Distributions upon a Key Executive's Pre-Retirement Separation
                from
                Service

            	
              11

            
	 	
              Section
                5.3 - Distributions upon a Part A Participant's Death

            	
              12

            
	 	
              Section
                5.4 - Optional Distributions

            	
              12

            
	 	
              Section
                5.5 - Applicable Taxes

            	
              13

            
	 	 	
               

            
	
              ARTICLE
                VI - WITHDRAWALS FROM DEFERRED COMPENSATION ACCOUNTS

            	
               

            
	 	 	
               

            
	 	
              Section
                6.1 - Hardship Distributions from Part A Accounts

            	
              13

            
	 	
              Section
                6.2 - Elective Distributions after a Change in Control

            	
              13

            
	 	
              Section
                6.3 - Other Elective Distributions

            	
              14

            
	 	
              Section
                6.4 - Payment of Withdrawals

            	
              14

            
	 	
              Section
                6.5 - Effect of Withdrawals

            	
              14

            
	 	
              Section
                6.6 - Applicable Taxes

            	
              14

            
	 	 	
               

            
	
              ARTICLE
                VII - ADMINISTRATIVE PROVISIONS

            	
               

            
	 	 	
               

            
	 	
              Section
                7.1 - Administrator's Duties and Powers

            	
              14

            
	 	
              Section
                7.2 - Limitations Upon Powers

            	
              15

            
	 	
              Section
                7.3 - Final Effect of Administrator Action

            	
              15

            
	 	
              Section
                7.4 - Delegation by Administrator

            	
              15

            
	 	
              Section
                7.5 - Indemnification by the Company; Liability Insurance

            	
              16

            
	 	
              Section
                7.6 - Recordkeeping

            	
              16

            
	 	
              Section
                7.7 - Statement to Part A Participants

            	
              16

            
	 	
              Section
                7.8 - Inspection of Records

            	
              17

            
	 	
              Section
                7.9 - Identification of Fiduciaries

            	
              17

            
	 	
              Section
                7.10 -Procedure for Allocation of Fiduciary
                Responsibilities

            	
              17

            
	 	
              Section
                7.11- Claims Procedure

            	
              17

            
	 	
              Section
                7.12- Conflicting Claims

            	
              19

            
	 	
              Section
                7.13- Service of Process

            	
              19

            
	 	 	
               

            
	
              ARTICLE
                VIII - MISCELLANEOUS PROVISIONS

            	
               

            
	 	 	
               

            
	 	
              Section
                8.1 - Termination of Part A of the Plan

            	
              20

            
	 	
              Section
                8.2 - Limitation on Rights of Part A Participants

            	
              20

            


    

    



    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    


    


    
      	 	
              Section
                8.3 - Consolidation or Merger; Adoption of Plan by Other
                Companies

            	
              20

            
	 	
              Section
                8.4 - Errors and Misstatements

            	
              21

            
	 	
              Section
                8.5 - Payment on Behalf of Minor, Etc.

            	
              21

            
	 	
              Section
                8.6 - Amendment of Plan

            	
              21

            
	 	
              Section
                8.7 - Funding

            	
              22

            
	 	
              Section
                8.8 - Governing Law

            	
              22

            
	 	
              Section
                8.9 - Pronouns and Plurality

            	
              22

            
	 	
              Section
                8.10 - Titles

            	
              22

            
	 	
              Section
                8.11 - References

            	
              23

            
	 	 	
               

            
	
              ARTICLE
                IX - DEFINITIONS

            	
               

            
	 	 	
               

            
	 	
              Section
                9.1 - General

            	
              24

            
	 	
              Section
                9.2 - Administrator

            	
              24

            
	 	
              Section
                9.3 - Board

            	
              24

            
	 	
              Section
                9.4 - Change in Control

            	
              24

            
	 	
              Section
                9.5 - Chief Executive Officer

            	
              24

            
	 	
              Section
                9.6 - Code

            	
              24

            
	 	
              Section
                9.7 - Committee

            	
              24

            
	 	
              Section
                9.8 – Company

            	
              25

            
	 	
              Section
                9.9 - Delegate

            	
              25

            
	 	
              Section
                9.10 - Disability

            	
              25

            
	 	
              Section
                9.11 - Eligible Key Executive

            	
              25

            
	 	
              Section
                9.12 - Employee

            	
              25

            
	 	
              Section
                9.13 - ERISA

            	
              25

            
	 	
              Section
                9.14 - Exchange Act

            	
              25

            
	 	
              Section
                9.15 - Hardship

            	
              25

            
	 	
              Section
                9.16 - Part B Account

            	
              26

            
	 	
              Section
                9.17 - Part B Deferred Compensation

            	
              26

            
	 	
              Section
                9.18 - Part B Distribution Election

            	
              26

            
	 	
              Section
                9.19 - Part B Election Form

            	
              26

            
	 	
              Section
                9.20 - Part B Participant

            	
              26

            
	 	
              Section
                9.21 - Payday

            	
              26

            
	 	
              Section
                9.22 - Performance-Based Compensation

            	
              27

            
	 	
              Section
                9.23 - Plan Year

            	
              27

            
	 	
              Section
                9.24 - Predecessor Plan

            	
              27

            
	 	
              Section
                9.25 - Qualified Annual Bonus

            	
              27

            
	 	
              Section
                9.26 - Qualified Director Compensation

            	
              27

            
	 	
              Section
                9.27 - Qualified Quarterly Bonus

            	
              27

            
	 	
              Section
                9.28 - Qualified Salary

            	
              27

            
	 	
              Section
                9.29 - Retirement

            	
              28

            
	 	
              Section
                9.30 - Section 401(a)(17) Limitation

            	
              28

            
	 	
              Section
                9.31 - Separation from Service

            	
              28

            
	 	
              Section
                9.32 - Specified Employee

            	
              28

            


    

    



    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    


    


    
      	
              ARTICLE
                X - ELIGIBILITY

            	 
	 	 	 
	 	
              Section
                10.1 - Requirements for Participation

            	
              28

            
	 	
              Section
                10.2 - Deferral Election Procedure

            	
              29

            
	 	
              Section
                10.3 - Content of Part B Election Form

            	
              29

            
	 	 	
               

            
	
              ARTICLE
                XI - PARTICIPANTS' DEFERRALS

            	
               

            
	 	 	
               

            
	 	
              Section
                11.1 - Deferral of Qualified Annual Bonus

            	
              29

            
	 	
              Section
                11.2 - Deferral for Qualified Salary, Qualified Director Compensation
                and
                Qualified Quarterly Bonus

            	
              30

            
	 	 	
               

            
	
              ARTICLE
                XII - DEFERRED COMPENSATION ACCOUNTS

            	 
	 	 	 
	 	
              Section
                12.1 - Part B Deferred Compensation Accounts

            	
              31

            
	 	
              Section
                12.2 - Crediting of Part B Deferred Compensation

            	
              31

            
	 	
              Section
                12.3 - Crediting of Earnings

            	
              31

            
	 	
              Section
                12.4 - Applicability of Part B Account Values

            	
              32

            
	 	
              Section
                12.5 - Vesting of Part B Deferred Compensation Accounts

            	
              32

            
	 	
              Section
                12.6 - Assignments, Etc. Prohibited

            	
              32

            
	 	 	
               

            
	
              ARTICLE
                XIII - DISTRIBUTIONS OF DEFERRED COMPENSATION ACCOUNTS

            	
               

            
	 	 	
               

            
	 	
              Section
                13.1 - Distributions upon a Key Executive's Retirement and a Nonemployee
                Director's Separation from Service

            	
              32

            
	 	
              Section
                13.2 - Distributions upon a Key Executive's Pre-Retirement Separation
                from
                Service

            	
              34

            
	 	
              Section
                13.3 - Distributions upon a Part B Participant's Death

            	
              34

            
	 	
              Section
                13.4 - Distributions upon a Part B Participant's
                Disability

            	
              35

            
	 	
              Section
                13.5 - Distributions upon a Change in Control

            	
              36

            
	 	
              Section
                13.6 - Optional Distributions

            	
              37

            
	 	
              Section
                13.7 - Required Delay in Payments to Certain Part B
                Participants

            	
              37

            
	 	
              Section
                13.8 - Ordering of Distribution Elections

            	
              37

            
	 	
              Section
                13.9 - Timing of Distribution Elections for Certain Section 409A
                Deferrals

            	
              38

            
	 	
              Section
                13.10 - Applicable Taxes

            	
              38

            
	 	 	 
	
              ARTICLE
                XIV - WITHDRAWALS FROM DEFERRED COMPENSATION ACCOUNTS

            	 
	 	 	 
	 	
              Section
                14.1 - Hardship Distributions from Part B Accounts

            	
              38

            
	 	
              Section
                14.2 - Withdrawals to Pay Employment Taxes

            	
              39

            
	 	
              Section
                14.3 - Withdrawals Upon Amounts Becoming Subject to Section
                409A

            	
              39

            
	 	
              Section
                14.4 - Payment of Withdrawals

            	
              39

            
	 	
              Section
                14.5 - Effect of Withdrawals

            	
              39

            
	 	
              Section
                14.6 - Applicable Taxes

            	
              40

            


    

    



    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    


    


    
      	
              ARTICLE
                XV - ADMINISTRATIVE PROVISIONS

            	 
	 	 	 
	 	
              Section
                15.1 - Administrator's Duties and Powers

            	
              40

            
	 	
              Section
                15.2 - Limitations Upon Powers

            	
              40

            
	 	
              Section
                15.3 - Final Effect of Administrator Action

            	
              41

            
	 	
              Section
                15.4 - Delegation by Administrator

            	
              41

            
	 	
              Section
                15.5 - Indemnification by the Company; Liability Insurance

            	
              41

            
	 	
              Section
                15.6 - Recordkeeping

            	
              41

            
	 	
              Section
                15.7 - Statement to Part B Participants

            	
              42

            
	 	
              Section
                15.8 - Inspection of Records

            	
              42

            
	 	
              Section
                15.9 - Identification of Fiduciaries

            	
              42

            
	 	
              Section
                15.10-Procedure for Allocation of Fiduciary
                Responsibilities

            	
              42

            
	 	
              Section
                15.11- Claims Procedure

            	
              42

            
	 	
              Section
                15.12- Conflicting Claims

            	
              45

            
	 	
              Section
                15.13- Service of Process

            	
              45

            
	 	 	 
	
              ARTICLE
                XVI - MISCELLANEOUS PROVISIONS

            	 
	 	 	 
	 	
              Section
                16.1 - Termination of Part B of the Plan

            	
              45

            
	 	
              Section
                16.2 - Limitation on Rights of Part B Participants

            	
              46

            
	 	
              Section
                16.3 - Consolidation or Merger; Adoption of Plan by Other
                Companies

            	
              46

            
	 	
              Section
                16.4 - Errors and Misstatements

            	
              46

            
	 	
              Section
                16.5 - Payment on Behalf of Minor, Etc.

            	
              47

            
	 	
              Section
                16.6 - Amendment of Plan

            	
              47

            
	 	
              Section
                16.7 - Funding

            	
              47

            
	 	
              Section
                16.8 - Governing Law

            	
              48

            
	 	
              Section
                16.9 - Pronouns and Plurality

            	
              48

            
	 	
              Section
                16.10 - Titles

            	
              48

            
	 	
              Section
                16.11 - References

            	
              48

            


    

    


    


    



    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    

     

     

    
 

    AMENDMENT
      AND RESTATEMENT OF THE

    COMPUTER
      SCIENCES CORPORATION

    DEFERRED
      COMPENSATION PLAN

     

    AND

     

    SUMMARY
      PLAN DESCRIPTION

     

    as
      Amended and Restated Effective as of December 3, 2007

     

    Computer
      Sciences Corporation, a Nevada corporation, by resolution of its Board of
      Directors dated August 14, 1995, has adopted the Computer Sciences Corporation
      Deferred Compensation Plan (the “Plan”), which constitutes a complete amendment
      and restatement of the Computer Sciences Corporation Nonqualified Deferred
      Compensation Plan (the “Predecessor Plan”), effective as of September 30,
      1995, for the benefit of its Nonemployee Directors, as defined below, and
      certain of its Key Executives, as defined below.

     

    The
      Plan
      was amended and restated effective as of February 2, 1998, as of August 13,
      2001, as of December 9, 2002, as of August 11, 2003, as of January 1, 2005
      (the
“2005 Restatement”) and as of October 28, 2007.  The Plan is hereby
      amended and restated effective as of December 3, 2007 (the “2007 Restatement”),
      which amendment and restatement is intended to reflect the provisions of Section
      409A of the Code (as defined below) and the regulations and other Treasury
      Department guidance promulgated thereunder (“Section 409A”), and shall be
      interpreted accordingly.  The 2007 Restatement shall only apply to
      (i) “amounts deferred” (within the meaning of Section 409A) by Key
      Executives in taxable years beginning after December 31, 2004, and any earnings
      thereon and (ii) amounts deferred by Nonemployee Directors in taxable years
      beginning both before and after December 31, 2004, and any
      earnings thereon (collectively, “Section 409A Deferrals”).  The
      provisions of the Plan in existence prior to the 2005 Restatement shall continue
      to govern “amounts deferred” (within the meaning of Section 409A) by Key
      Executives in taxable years beginning before January 1, 2005, and any earnings
      thereon (collectively, “Grandfathered Deferrals”).  As such, Part A of
      the Plan is applicable solely to Grandfathered Deferrals, and Part B of the
      Plan
      is applicable solely to Section 409A Deferrals.

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    The
      Plan
      shall constitute two separate plans, one for the benefit of Nonemployee
      Directors (the “Nonemployee Director Plan”) and one for the benefit of Key
      Executives (the “Key Executive Plan”).  The Key Executive Plan is a
      nonqualified deferred compensation plan which is unfunded and is maintained
      primarily for the purpose of providing deferred compensation for a select group
      of management or highly compensated employees, within the meaning of Sections
      201(2), 301(a)(3) and 401(a)(1) of ERISA, as defined below.  The
      Nonemployee Director Plan is not subject to ERISA.  This document is
      also intended to constitute the Summary Plan Description for the
      Plan.  For purposes of the Plan, the term “Key Executive” shall mean
      any Employee of the Company who is an officer or other key executive of the
      Company and who qualifies as a “highly compensated employee or management
      employee” within the meaning of Title I of ERISA, and the term “Nonemployee
      Director” shall mean a member of the Board who is not an Employee.

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    PART
      A

     

    ARTICLE
      I

     

    DEFINITIONS

     

    Section
      1.1  General

     

    In
      addition to the terms defined in the preamble to the Plan, whenever the
      following terms are used in Part A of the Plan with the first letter
      capitalized, they shall have the meaning specified below unless the context
      clearly indicates to the contrary.

     

    Section
      1.2  Administrator

     

    “Administrator”
      shall mean Computer Sciences Corporation, acting through its Chief Executive
      Officer, except that if the Chief Executive Officer has appointed a Delegate
      under Section 7.4, the term “Administrator” shall mean the Delegate as to those
      duties, powers and responsibilities specifically conferred upon the
      Delegate.

     

    Section
      1.3  Board

     

    “Board”
      shall mean the Board of Directors of Computer Sciences
      Corporation.  The Board may delegate any power or duty otherwise
      allocated to the Administrator to any other person or persons, including a
      Committee appointed under Section 7.4.

     

    Section
      1.4  Change in Control

     

    “Change
      in Control” means, after September 30, 1995, (a) the acquisition by any person,
      entity or group (as defined in Section 13(d)3 of the Exchange Act), as
      beneficial owner, directly or indirectly, of securities of Computer Sciences
      Corporation representing twenty percent (20%) or more of the combined voting
      power of the then outstanding securities of Computer Sciences Corporation,
      (b) a
      change during any period of two (2) consecutive years of a majority of the
      Board
      as constituted as of the beginning of such period, unless the election of each
      director who was not a director at the beginning of such period was approved
      by
      vote of at least two-thirds of the directors then in office who were directors
      at the beginning of such period, (c) a sale of substantially all of the property
      and assets of Computer Sciences Corporation, (d) a merger, consolidation,
      reorganization or other business combination to which Computer Sciences
      Corporation is a party and the consummation of which results in the outstanding
      voting securities of Computer Sciences Corporation being exchanged for or
      converted into cash, property and/or securities not issued by Computer Sciences
      Corporation, (e) a merger, consolidation, reorganization or other business
      combination to which the Company is a party and the consummation of which does
      not result in the outstanding voting securities of the Company being exchanged
      for or converted into cash, property and/or securities not issued by the
      Company, provided that the outstanding voting securities of the Company
      immediately prior to such business combination (or, if applicable, the
      securities of the Company into which such voting securities are converted as
      a
      result of such business combination) represent less than 50% of the voting
      power
      of the Company immediately following such business combination, or (f) any
      other
      event constituting a change in control of Computer Sciences Corporation for
      purposes of Schedule 14A of Regulation 14A under the Exchange
      Act.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Section
      1.5  Chief Executive Officer

     

    “Chief
      Executive Officer” shall mean the Chief Executive Officer of Computer Sciences
      Corporation.

     

    Section
      1.6  Code

     

    “Code”
      shall mean the Internal Revenue Code of 1986, as amended from time to time,
      together with regulations thereunder.

     

    Section
      1.7  Committee

     

    “Committee”
      shall mean the Committee, if any, appointed in accordance with Section
      7.4.

     

    Section
      1.8  Company

     

    “Company”
      shall mean Computer Sciences Corporation and all of its affiliates, and any
      entity which is a successor in interest to Computer Sciences Corporation and
      which continues Part A of the Plan under Section 8.3(a).

     

    Section
      1.9  Delegate

     

    “Delegate”
      shall mean the Delegate, if any, appointed in accordance with Section
      7.4.

     

    Section
      1.10  Eligible Key Executive

     

    “Eligible
      Key Executive” shall mean any Key Executive who has been designated as eligible
      to participate in Part A of the Plan with respect to any Plan Year beginning
      before January 1, 2005 by the Chief Executive Officer.

     

    Section
      1.11  Employee

     

    “Employee”
      shall mean any person who renders services to the Company in the status of
      an
      employee as that term is defined in Code Section 3121(d), including officers
      but
      not including directors who serve solely in that capacity.

     

    Section
      1.12  ERISA

     

    “ERISA”
      shall mean the Employee Retirement Income Security Act of 1974, as amended
      from
      time to time, together with regulations thereunder.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Section
      1.13  Exchange Act

     

    “Exchange
      Act” shall mean the Securities Exchange Act of 1934, as amended.

     

    Section
      1.14  Hardship

     

    (a)           “Hardship’
      of a Part A Participant, shall mean an unforeseeable emergency which constitutes
      a severe financial hardship resulting from any one or more of the
      following:

     

    (i)           sudden
      and unexpected illness or accident of the Part A Participant or of a dependent
      (as defined in Code Section 152(a)) of the Part A Participant;

     

    (ii)           loss
      of the Part A Participant’s property due to casualty; or

     

    (iii)           any
      other similar extraordinary and unforeseeable circumstances arising as a result
      of events beyond the Part A Participant’s control.

     

    (b)           Notwithstanding
      subsection(a) above, a financial need shall not constitute a Hardship unless
      it
      is for at least $1,000.00 (or the entire principal amount of the Part A
      Participant's Part A Accounts, if less).

     

    (c)           Whether
      a Part A Participant has incurred a Hardship shall be determined by the
      Administrator in its discretion on the basis of all relevant facts and
      circumstances and in accordance with nondiscriminatory and objective standards,
      uniformly interpreted and consistently applied.

     

    Section
      1.15  Part A Account

     

    “Part
      A
      Account” of a Part A Participant shall mean the Part A Participant's individual
      deferred compensation account established for his or her benefit under Article
      IV hereof.

     

    Section
      1.16  Part A Deferred Compensation

     

    “Part
      A
      Deferred Compensation” of a Part A Participant shall mean the amounts deferred
      by such Part A Participant under Article III of the Plan.

     

    Section
      1.17  Part A Election Form

     

    “Part
      A
      Election Form” shall mean the form of election provided by the Administrator to
      each Eligible Executive pursuant to Section 3.1 or Section 3.3.

     

    Section
      1.18  Part A Participant

     

    “Part
      A
      Participant” shall mean each Key Executive who elects to participate in Part A
      of the Plan as provided in Article II and who defers Qualified Bonus or
      Qualified Salary under Part A of the Plan.  Each of such persons shall
      continue to be a “Part A Participant” until they have received all benefits due
      under Part A of the Plan.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Section
      1.19  Partial First Plan Year

     

    “Partial
      First Plan Year” shall mean that portion of the first Plan Year of the Plan
      subject to its amendment and restatement effective as of
      September 30, 1995, which shall begin on September 30, 1995 and end on
      March 29, 1996.

     

    Section
      1.20  Payday

     

    “Payday”
      of a Key Executive shall mean the regular and recurring established day for
      payment of Qualified Salary to such Key Executive.

     

    Section
      1.21  Plan Year

     

    “Plan
      Year” shall mean the fiscal year of the Company.

     

    Section
      1.22  Qualified Bonus

     

    “Qualified
      Bonus” of a Key Executive shall mean the Key Executive's annual cash bonus which
      may be payable to the Key Executive under the Computer Sciences Corporation
      Annual Incentive Plan or such other bonus or incentive compensation plan of
      the
      Company which may be designated from time to time by the
      Administrator.

     

    Section
      1.23  Qualified Salary

     

    “Qualified
      Salary” of a Key Executive shall mean the Key Executive’s gross base salary
      which may be payable to the Key Executive on a Payday, including any portion
      thereof payable in the form of sick pay, vacation pay, pay in lieu of notice
      or
      jury pay, and determined before any exclusions, deductions or withholdings
      therefrom,

     

    Section
      1.24  Retirement

     

    “Retirement”
      shall mean, with respect to a Key Executive, a Separation from Service of such
      Key Executive (a) on or after attainment of age sixty-two (62) or (b) prior
      to
      attainment of age sixty-two (62) if the Chief Executive Officer shall designate
      such Separation from Service as Retirement for purposes of Part A of the
      Plan.

     

    Section
      1.25  Section 401(a)(17) Limitation

     

    “Section
      401(a)(17) Limitation” with respect to a Key Executive’s Qualified Salary for a
      Payday  shall mean the amount equal to:

     

    (a)           the
      annual compensation limit under Code Section 401(a)(17) in effect for the
      calendar year in which such Payday occurs, divided by

     

    (b)           the
      total number of Paydays in a year for which such Key Executive’s gross base
      salary would be payable to such Key Executive, based on the regular and
      recurring manner of payment for such Key Executive in effect on such Payday,
      as
      determined by the Administrator.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Section
      1.26  Separation from Service

     

    “Separation
      from Service” of a Key Executive shall mean the termination of his or her
      employment with the Company by reason of resignation, discharge, death or
      Retirement.  A leave of absence or sick leave authorized by the
      Company in accordance with established policies, a vacation period or a military
      leave shall not constitute a Separation from Service; provided, however, that
      failure to return to work upon expiration of any leave of absence, sick leave,
      military leave or vacation shall be considered a resignation effective as of
      the
      date of expiration of such leave of absence, sick leave, military leave or
      vacation.

     

    ARTICLE
      II

     

    ELIGIBILITY

     

    Section
      2.1  Requirements for Participation

     

    Any
      Eligible Key Executive shall be eligible to be a Part A Participant in the
      Plan.

     

    Section
      2.2  Deferral Election Procedure

     

    For
      each
      Plan Year, the Administrator shall provide each Eligible Key Executive with
      a
      Part A Election Form on which such person may elect to defer his or her
      Qualified Bonus and Qualified Salary under Article III, but only to the extent
      such deferrals would qualify as Grandfathered Deferrals.  Each such
      person who elects to defer Qualified Bonus or Qualified Salary under Article
      III
      shall complete and sign the Part A Election Form and return it to the
      Administrator.

     

    Section
      2.3  Content of Part A Election Form

     

    Each
      Part
      A Participant who elects to defer Qualified Bonus or Qualified Salary under
      Part
      A of the Plan shall set forth on the Part A Election Form specified by the
      Administrator:

     

    (a)           the
      amount of Qualified Bonus to be deferred under Article III and the Part A
      Participant’s authorization to the Company to reduce his or her Qualified Bonus
      by the amount of the Part A Deferred Compensation,

     

    (b)           in
      the case of a Part A Participant who is an Eligible Key Executive, the amount
      of
      Qualified Salary to be deferred under Article III and the Part A Participant’s
      authorization to the Company to reduce his or her Qualified Salary by the amount
      of the Part A Deferred Compensation,

     

    (c)           the
      length of time with respect to which the Part A Participant elects to defer
      the
      Part A Deferred Compensation,

     

    (d)           the
      method under which the Part A Participant’s Part A Deferred Compensation shall
      be payable, and

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (e)           such
      other information, acknowledgements or agreements as may be required by the
      Administrator.

     

    ARTICLE
      III

     

    PARTICIPANTS'
      DEFERRALS

     

    Section
      3.1  Deferral of Qualified Bonus

     

    (a)           Each
      Eligible Key Executive may elect to defer into his or her Part A Account all
      or
      any portion of the Qualified Bonus which would otherwise be payable to him
      or
      her for any Plan Year in which he or she has not incurred a Separation from
      Service as of the first day of the Plan Year in question, but only to the extent
      such deferrals would qualify as Grandfathered Deferrals.  Such
      election shall be made by the Eligible Key Executive by completing and
      delivering to the Administrator his or her Part A Election Form for such Plan
      Year no later than the last day of the next preceding Plan Year, except (i)
      with
      respect to the Partial First Plan Year, in which case such election shall be
      made not later than September 29, 1995, and (ii) with respect to a
      person who first becomes an Employee during a Plan Year, which person may make
      such election within 30 days after first becoming an Employee.

     

    (b)           Any
      such election made by a Part A Participant to defer Qualified Bonus shall be
      irrevocable and shall not be amendable by the Part A Participant,
      except:

     

    (i)           as
      set forth in Sections 6.2 and 6.3 hereof; or

     

    (ii)           in
      the event of a Hardship, a Part A Participant may terminate the Part A
      Participant’s deferral election for the Plan Year in which the Hardship occurs
      with respect to all Qualified Bonus which has not yet been
      deferred.

     

    Section
      3.2  Deferral for Partial First Plan Year

     

    For
      the
      Partial First Plan Year, Part A Participants may defer any or all of the
      Qualified Bonus which is earned by them after September 29, 1995 and before
      March 30, 1996.

     

    Section
      3.3  Deferral of Qualified Salary

     

    (a)           Each
      Eligible Key Executive may elect to defer into his or her Part A Account all
      or
      a portion of the Qualified Salary which would otherwise be payable to him or
      her
      for any Plan Year in which he or she has not incurred a Separation from Service
      as of the first day of the Plan Year in question, but only to the extent such
      deferrals would qualify as Grandfathered Deferrals.  Such Eligible Key
      Executive may elect to defer his or her Qualified Salary for such Plan Year
      as
      follows:

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (i)           such
      Eligible Key Executive may elect to defer all or any portion of the amount
      by
      which his or her Qualified Salary exceeds the Section 401(a)(17)
      Limitation, or

     

    (ii)           such
      Eligible Key Executive may elect to defer all of the amount by which his or
      her
      Qualified Salary exceeds the greater of: (A) the dollar amount specified by
      such
      Eligible Key Executive under such election, or (B) the Section 401(a)(17)
      Limitation.

     

    Such
      election shall be made by the Eligible Key Executive by completing and
      delivering to the Administrator his or her Part A Election Form for such Plan
      Year no later than the last day of the next preceding Plan
      Year.  Notwithstanding the foregoing, with respect to the period
      commencing on August 13, 2001 and ending on March 29, 2002, an
      Eligible Key Executive may only elect to defer Qualified Salary under this
      Section 3.3 if the Administrator designates such Eligible Key Executive as
      eligible to make such deferrals.  The Administrator shall determine
      the manner in which such Eligible Key Executive’s deferral election shall be
      made for the period described in the preceding sentence, and an Eligible Key
      Executive’s deferral election shall be made within 30 days of the designation of
      such Eligible Key Executive and shall only apply to Qualified Salary which
      would
      otherwise be payable after such deferral election is made.

     

    (b)           Any
      such election made by a Part A Participant to defer Qualified Salary shall
      be
      irrevocable and shall not be amendable by the Part A Participant,
      except:

     

    (i)           as
      set forth in Section 6.2 and 6.3; or

     

    (ii)           in
      the event of Hardship, a Part A Participant may terminate the Part A
      Participant’s deferral election for the Plan Year in which the Hardship occurs
      with respect to all Qualified Salary which has not yet been
      deferred.

     

    ARTICLE
      IV

     

    DEFERRED
      COMPENSATION ACCOUNTS

     

    Section
      4.1  Part A Deferred Compensation Accounts

     

    The
      Administrator shall establish and maintain for each Part A Participant a Part
      A
      Account to which shall be credited the amounts allocated thereto under this
      Article IV and from which shall be debited the Part A Participant's
      distributions and withdrawals under Articles V and VI.

     

    Section
      4.2  Crediting of Part A Deferred Compensation

     

    Each
      Part
      A Participant’s Part A Account shall be credited with an amount which is equal
      to the amount of the Part A Participant’s Qualified Bonus and Qualified Salary
      which such Part A Participant has elected to defer under Article III at the
      time
      such Qualified Bonus or Qualified Salary, whichever is applicable, would
      otherwise have been paid to the Part A Participant.

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Section
      4.3  Crediting of Earnings

     

    (a)  Beginning
      on March 29, 2003 and subject to amendment by the Board, for each Plan Year
      earnings shall be credited to each Part A Participant's Part A Account, at
      a
      rate equal to the 120-month rolling average yield to maturity of the index
      called the “Merrill Lynch U.S. Corporates, A Rated, 15+ Years Index” as of
      December 31 of the preceding Plan Year, compounded annually.

     

    (b)  Beginning
      on September 30, 1995 and until March 28, 2003, for each Plan Year earnings
      shall be credited to each Part A Participant's Part A Account, at a rate equal
      to 120% of the 120-month rolling average yield to maturity  on 10-year
      United States Treasury Notes as of December 31 of the preceding Plan Year,
      compounded annually.

     

    (c)  Earnings
      shall be credited on such valuation dates as the Administrator shall
      determine.

     

    Section
      4.4  Applicability of Part A Account Values

     

    The
      value
      of each Part A Participant's Part A Account as determined as of a given date
      under this Article, plus any amounts subsequently allocated thereto under this
      Article and less any amounts distributed or withdrawn under Articles V or VI
      shall remain the value thereof for all purposes of Part A of the Plan until
      the
      Part A Account is revalued hereunder.

     

    Section
      4.5  Vesting of Part A Deferred Compensation
      Accounts

     

    Subject
      to the possible reductions provided for in Section 6.2 and 6.3 with respect
      to
      certain Part A Participant withdrawals, each Part A Participant's interest
      in
      his or her Part A Account shall be 100% vested and non-forfeitable at all
      times.

     

    Section
      4.6  Assignments, Etc. Prohibited

     

    No
      part
      of any Part A Participant's Part A Account shall be liable for the debts,
      contracts or engagements of the Part A Participant, or the Part A Participant's
      beneficiaries or successors in interest, or be taken in execution by levy,
      attachment or garnishment or by any other legal or equitable proceeding, nor
      shall any such person have any rights to alienate, anticipate, commute, pledge,
      encumber or assign any benefits or payments hereunder in any manner whatsoever
      except to designate a beneficiary as provided in Section 5.3.

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      V

     

    DISTRIBUTIONS
      OF DEFERRED COMPENSATION ACCOUNTS

     

    
      Section
        5.1  Distributions upon a Key Executive's
        Retirement

    

     

    (a)           The
      Part A Account of a Key Executive who incurs a Separation from Service upon
      his
      or her Retirement, other than on account of death, shall be paid to the Part
      A
      Participant as specified in any election made by the Part A Participant pursuant
      to Section 5.4 hereof.  Any remaining balance of the Part A
      Participant's Part A Account shall be paid to the Part A Participant, as
      specified by the Part A Participant in an election made pursuant to this Section
      5.1.  Such election shall specify (i) whether payment shall be made in
      a lump-sum distribution and/or in approximately equal annual installments over
      5, 10 or 15 years, and (ii) whether payment(s) shall commence on the first,
      second, third, fourth or fifth  anniversary of the date of such
      Separation of Service, or shall commence within thirty (30) days following
      the
      date of such Separation from Service.  A Part A Participant may elect
      to receive payment of a portion of the amount distributable under this Section
      5.1 in a lump-sum distribution and the balance of the amount distributable
      under
      this Section 5.1 in approximately equal annual installments over 5, 10 or 15
      years.  A Part A Participant may elect a distribution pursuant to this
      Section 5.1 in such other forms, or payable upon such other commencement dates,
      as are specified by the Administrator; provided, however, that no such election
      shall provide for payments to be made more than 20 years after such Part A
      Participant’s Separation from Service.

     

    (b)  At
      the
      time a Part A Participant first elects to defer Qualified Bonus or Qualified
      Salary under Part A of the Plan, he or she shall make an election pursuant
      to
      this Section 5.1.  Such election shall remain in effect and shall
      apply to the Part A Participant's total Part A Account, as the same may increase
      or decrease from time to time.  An election pursuant to this Section
      5.1 may be superseded by a subsequent election, which subsequent election shall
      then apply to the Part A Participant's total Part A Account, as the same may
      increase or decrease from time to time.  Notwithstanding the
      foregoing, no subsequent election pursuant to this Section 5.1 shall be
      effective unless it is made at least 13 months prior to the Part A Participant's
      Separation from Service.

     

    Section
      5.2  Distributions upon a Key Executive's Pre-Retirement Separation
      from Service

     

    The
      Part
      A Account of a Key Executive who incurs a Separation from Service prior to
      his
      or her Retirement and other than on account of his or her death shall be paid
      to
      the Part A Participant in a lump-sum distribution within thirty (30) days
      following the date of such Separation from Service, notwithstanding any election
      to the contrary made by the Part A Participant pursuant to Section 5.4
      hereof.

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Section
      5.3  Distributions upon a Part A Participant's
      Death

     

    (a)           Notwithstanding
      anything to the contrary in the Plan, the remaining balance of the Part A
      Account of a Part A Participant who dies (i) shall be paid to the persons and
      entities designated by the Part A Participant as his or her beneficiaries for
      such purpose and (ii) shall be paid in the manner set forth in this
      Section 5.3.  With respect to a Part A Participant who does not
      incur a Separation from Service prior to his or her death, such balance shall
      be
      paid, as specified by the Part A Participant in an election made pursuant to
      this Section 5.3.  Such election shall specify whether payment shall
      be made (i) in a lump-sum distribution within thirty (30) days following the
      date of death or (ii) in accordance with the distribution election made pursuant
      to Section 5.1 hereof (in which case such Part A Participant’s death shall
      be considered the date of such Part A Participant’s Retirement for purposes of
      determining the date of commencement of distribution under such
      election).  With respect to a Part A Participant who does incur a
      Separation from Service prior to his or her death, such balance shall be paid,
      as specified by the Part A Participant in an election made pursuant to this
      Section 5.3.  Such election shall specify whether payment shall be
      made (1) in a lump-sum distribution within thirty (30) days following the date
      of death or (2) in accordance with the distribution election made pursuant
      to
      Section 5.1 hereof (with respect to the payments not yet made under such
      election).

     

    (b)           At
      the time a Part A Participant first elects to defer Qualified Bonus or Qualified
      Salary under Part A of the Plan, he or she shall make an election pursuant
      to
      this Section 5.3.  Such election shall remain in effect and shall
      apply to the Part A Participant's total Part A Account, as the same may increase
      or decrease from time to time.  An election pursuant to this Section
      5.3 may be superseded by a subsequent election, which subsequent election shall
      then apply to the Part A Participant's total Part A Account, as the same may
      increase or decrease from time to time.  Notwithstanding the
      foregoing, no subsequent election pursuant to this Section 5.3 shall be
      effective unless it is made at least 13 months prior to the Part A Participant's
      Separation from Service.

     

    Section
      5.4  Optional Distributions

     

    (a)           At
      the time a Part A Participant elects to defer Qualified Bonus or Qualified
      Salary for any Plan Year, he or she may also elect, pursuant to this Section
      5.4, to receive a special, lump-sum distribution of any or all of the amount
      deferred for such Plan Year on a date specified by the Part A Participant in
      such election, which date must be at least 24 months after the date of such
      election.  Any such special distribution shall be made within five (5)
      business days after the date therefor specified by the Part A Participant,
      unless the Part A Participant shall have died on or prior to such date, in
      which
      case no such special distribution shall be made.

     

    (b)           An
      election pursuant to this Section 5.4 may be superseded by one subsequent
      election; provided, however, that such subsequent election shall not be
      effective unless: (i) it is irrevocable; (ii) it is made at least 13 months
      prior to the Part A Participant's Separation from Service and at least 24 months
      prior to the date upon which the special distribution will be made; and (iii)
      the date of the special distribution specified in the subsequent election is
      earlier than the date specified in the initial election.

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (c)           Notwithstanding
      the foregoing, an election pursuant to this Section 5.4 with respect to the
      Partial First Plan Year may be superseded by two subsequent elections; provided,
      however, that: (i) the first such subsequent election shall not be effective
      unless it is made prior to March 30, 1996 and at least 13 months prior to the
      Part A Participant’s Separation from Service and at least 24 months prior to the
      date upon which the special distribution will be made; and (ii) the second
      such subsequent election satisfies all the requirements set forth in paragraph
      (b)(i), (ii) and (iii) of this Section 5.4.

     

    Section
      5.5  Applicable Taxes

     

    All
      distributions under Part A of the Plan shall be subject to withholding for
      all
      amounts which the Company is required to withhold under federal, state or local
      tax law.

     

    ARTICLE
      VI

     

    WITHDRAWALS
      FROM DEFERRED COMPENSATION ACCOUNTS

     

    Section
      6.1  Hardship Distributions from Part A Accounts

     

    By
      delivering a written election to such effect to the Administrator, at any time
      a
      Part A Participant may elect to take a distribution from the Part A
      Participant's Part A Account on account of the Part A Participant's Hardship,
      but only to the extent that the Hardship is not otherwise
      relievable:

     

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

     

    (b)           by
      liquidation of the Part A Participant’s assets (to the extent that such
      liquidation does not itself cause a Hardship), or

     

    (c)           by
      cessation of deferrals under the Plan.

     

    Section
      6.2  Elective Distributions after a Change in
      Control

     

    At
      any
      time within three years after the occurrence of a Change in Control, any Part
      A
      Participant may elect to take a distribution of all or any part of such Part
      A
      Participant’s Part A Account by delivering a written election to such effect to
      the Administrator, provided, however, that if such a Part A Participant makes
      such an election (i) the Part A Participant shall forfeit, and the Part A
      Participant’s Part A Account shall be debited with, an amount equal to 5% of the
      amount of the distribution; (ii) the Part A Participant’s deferral election for
      the Plan Year in which the distribution occurs shall be terminated with respect
      to any Qualified Bonus and Qualified Salary which has not yet been deferred;
      and
      iii) the Part A Participant shall not be permitted to defer Qualified Bonus or
      keep Qualified Salary under Part A of the Plan for the two Plan Years
      immediately following the Plan Year of the distribution.

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Section
      6.3  Other Elective Distributions

     

    At
      any
      time, a Part A Participant may elect to take a distribution of all or any part
      of the Part A Participant's Part A Account by delivering a written election
      to
      such effect to the Administrator, provided, however, that if a Part A
      Participant makes such an election, (i) the Part A Participant shall
      forfeit, and the Part A Participant's Part A Account shall be debited with,
      an
      amount equal to 10% of the amount of the distribution, (ii) the Part A
      Participant's deferral election for the Plan Year in which the distribution
      occurs shall be terminated with respect to any Qualified Bonus and Qualified
      Salary which has not yet been deferred and (iii) the Part A Participant shall
      not be permitted to defer Qualified Bonus and Qualified Salary under Part A
      of
      the Plan for the two Plan Years immediately following the year of the
      distribution.

     

    Section
      6.4  Payment of Withdrawals

     

    All
      withdrawals under this Article VI shall be paid within fifteen (15) days after
      a
      valid election to withdraw is delivered to the Administrator, except that thirty
      (30) days shall apply to withdrawals under Section 6.1. The Administrator shall
      give prompt notice to the Part A Participant if an election is invalid and
      is
      therefore rejected, identifying the reason(s) for the invalidity.  If
      the Administrator has not paid but has not affirmatively rejected an election
      within the applicable fifteen (15) or thirty (30) day deadline, then the
      election shall be deemed rejected, on the fifteenth (15th) day, or thirtieth
      (30th) day, as
      applicable.  If a withdrawal election is rejected, the Part A
      Participant may bring a claim for benefits under Section 7.11.

     

    Section
      6.5  Effect of Withdrawals

     

    If
      a Part
      A Participant receives a withdrawal under this Article VI after payments have
      commenced under Section 5.1, the remaining payments shall be recalculated,
      by
      reamortizing the remaining payments over the remaining term and applying the
      then-current rate used to credit earnings under Section 4.3.

     

    Section
      6.6  Applicable Taxes

     

    All
      withdrawals under Part A of the Plan shall be subject to withholding for all
      amounts which the Company is required to withhold under federal, state or local
      tax law.

     

    ARTICLE
      VII

     

    ADMINISTRATIVE
      PROVISIONS

     

    Section
      7.1  Administrator's Duties and Powers

     

    The
      Administrator shall conduct the general administration of Part A of the Plan
      in
      accordance with Part A of the Plan and shall have all the necessary power,
      authority and discretion to carry out that function.  Among its
      necessary powers and duties are the following:

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (a)           To
      delegate all or part of its function as Administrator to others and to revoke
      any such delegation.

     

    (b)           To
      determine questions of eligibility of Part A Participants and their entitlement
      to benefits, subject to the provisions of Section 7.11.

     

    (c)           To
      select and engage attorneys, accountants, actuaries, trustees, appraisers,
      brokers, consultants, administrators, physicians, or other persons to render
      service or advice with regard to any responsibility the Administrator or the
      Board has under Part A of the Plan, or otherwise, to designate such persons
      to
      carry out fiduciary responsibilities under Part A of the Plan, and (together
      with the Committee, the Company, the Board and the officers and Employees of
      the
      Company) to rely upon the advice, opinions or valuations of any such persons,
      to
      the extent permitted by law, being fully protected in acting or relying thereon
      in good faith.

     

    (d)           To
      interpret Part A of the Plan and any relevant facts for purpose of the
      administration and application of Part A of the Plan, in a manner not
      inconsistent with Part A of the Plan or applicable law and to amend or revoke
      any such interpretation.

     

    (e)           To
      conduct claims procedures as provided in Section 7.11.

     

    Section
      7.2  Limitations Upon Powers

     

    The
      Plan
      shall be uniformly and consistently administered, interpreted and applied with
      regard to all Part A Participants in similar circumstances.  The Plan
      shall be administered, interpreted and applied fairly and equitably and in
      accordance with the specified purposes of Part A of the
      Plan.  Notwithstanding the foregoing, the distribution forms and
      commencement dates specified in Section 5.1(a) shall apply to such Part A
      Participants, and in such manner, as the Administrator determines in its sole
      discretion.

     

    Section
      7.3  Final Effect of Administrator Action

     

    Except
      as
      provided in Section 7.11, all actions taken and all determinations made by
      the
      Administrator in good faith shall be final and binding upon all Part A
      Participants, the Company and any person interested in Part A of the
      Plan.

     

    Section
      7.4  Delegation by Administrator

     

    (a)           The
      Administrator may, but need not, appoint a delegate (the “Delegate”) which may
      be a single individual or a Committee consisting of two or more members, to
      hold
      office during the pleasure of the Administrator.  The Delegate shall
      have such powers and duties as are delegated to it by the
      Administrator.  The Delegate and/or Committee members shall not
      receive payment for their services as such.

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (b)           Appointment
      of the Delegate and/or Committee members shall be effective upon filing of
      written acceptance of appointment with the Administrator.

     

    (c)           The
      Delegate and/or Committee member may resign at any time by delivering written
      notice to the Administrator.

     

    (d)           Vacancies
      in the Delegate and/or Committee shall be filled by the
      Administrator.

     

    (e)           If
      there is a Committee, the Committee shall act by a majority of its members
      in
      office; provided, however, that the Committee may appoint one of its members
      or
      a delegate to act on behalf of the Committee on matters arising in the ordinary
      course of administration of Part A of the Plan or on specific
      matters.

     

    Section
      7.5  Indemnification by the Company; Liability
      Insurance

     

    The
      Company shall pay or reimburse any of the Company's officers, directors,
      Committee members or Employees who are fiduciaries with respect to Part A of
      the
      Plan for all expenses incurred by such persons in, and shall indemnify and
      hold
      them harmless from, all claims, liability and costs (including reasonable
      attorneys' fees) arising out of the good faith performance of their duties
      under
      Part A of the Plan.  The Company may obtain and provide for any such
      person, at the Company's expense, liability insurance against liabilities
      imposed on such person by law.

     

    Section
      7.6  Recordkeeping

     

    (a)           The
      Administrator shall maintain suitable records of each Part A Participant's
      Part
      A Account which, among other things, shall show separately deferrals and the
      earnings credited thereon, as well as distributions and withdrawals therefrom
      and records of its deliberations and decisions.

     

    (b)           The
      Administrator shall appoint a secretary, and at its discretion, an assistant
      secretary, to keep the record of proceedings, to transmit its decisions,
      instructions, consents or directions to any interested party, to execute and
      file, on behalf of the Administrator, such documents, reports or other matters
      as may be necessary or appropriate under ERISA and to perform ministerial
      acts.

     

    (c)           The
      Administrator shall not be required to maintain any records or accounts which
      duplicate any records or accounts maintained by the Company.

     

    Section
      7.7  Statement to Part A Participants

     

    By
      March
      15 of each year, the Administrator shall furnish to each Part A Participant
      a
      statement setting forth the value of the Part A Participant's Part A Account
      as
      of the preceding December 31 and such other information as the Administrator
      shall deem advisable to furnish.

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    Section
      7.8  Inspection of Records

     

    Copies
      of
      the Plan and records of a Part A Participant's Part A Account shall be open
      to
      inspection by the Part A Participant or the Part A Participant's duly authorized
      representatives at the office of the Administrator at any reasonable business
      hour.

     

    Section
      7.9  Identification of Fiduciaries

     

    The
      Administrator shall be the named fiduciary of Part A of the Plan and, as
      permitted or required by law, shall have exclusive authority and discretion
      to
      operate and administer Part A of the Plan.

     

    Section
      7.10  Procedure for Allocation of Fiduciary
      Responsibilities

     

    (a)           Fiduciary
      responsibilities under Part A of the Plan are allocated as follows:

     

    (i)           The
      sole duties, responsibilities and powers allocated to the Board, any Committee
      and any fiduciary shall be those expressly provided in the relevant Sections
      of
      Part A of the Plan.

     

    (ii)           All
      fiduciary duties, responsibilities, and powers not allocated to the Board,
      any
      Committee or any fiduciary, are hereby allocated to the Administrator, subject
      to delegation.

     

    (b)           Fiduciary
      duties, responsibilities and powers under Part A of the Plan may be reallocated
      among fiduciaries by amending Part A of the Plan in the manner prescribed in
      Section 8.6, followed by the fiduciaries' acceptance of, or operation under,
      such amended Plan.

     

    Section
      7.11  Claims Procedure

     

    (a)           Any
      Part A Participant or Beneficiary has the right to make a written claim for
      benefits under Part A of 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.

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (b)           The
      written  notice of any claim denial pursuant to Section 7.11(a) 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, 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, 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
      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 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 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 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.

     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    (e)           In
      conducting the review on appeal, the Board 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 or its delegate upholds the denial, the written notice of decision from
      the Board 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.

     

    Section
      7.12  Conflicting Claims

     

    If
      the
      Administrator is confronted with conflicting claims concerning a Part A
      Participant's Part A Account, the Administrator may interplead the claimants
      in
      an action at law, or in an arbitration conducted in accordance with the rules
      of
      the American Arbitration Association, as the Administrator shall elect in its
      sole discretion, and in either case, the attorneys' fees, expenses and costs
      reasonably incurred by the Administrator in such proceeding shall be paid from
      the Part A Participant's Part A Account.

     

    Section
      7.13  Service of Process

     

    The
      Secretary of Computer Sciences Corporation is hereby designated as agent of
      the
      Plan for the service of legal process.

     

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      VIII

     

    MISCELLANEOUS
      PROVISIONS

     

    Section
      8.1  Termination of Part A of the Plan

     

    (a)           While
      the Plan is intended as a permanent program, the Board shall have the right
      at
      any time to declare Part A of the Plan terminated completely as to the Company
      or as to any group, division or other operational unit thereof or as to any
      affiliate thereof.

     

    (b)           Discharge
      or layoff of any Employees without such a declaration shall not result in a
      termination of the Plan.

     

    (c)           In
      the event of any termination, the Board, in its sole and absolute discretion
      may
      elect to:

     

    (i)           maintain
      Part A Participants' Part A Accounts, payment of which shall be made in
      accordance with Articles V and VI; or

     

    (ii)           liquidate
      the portion of Part A of the Plan attributable to each Part A Participant as
      to
      whom Part A of the Plan is terminated and distribute each such Part A
      Participant's Part A Account in a lump sum or pursuant to any method which
      is at
      least as rapid as the distribution method elected by the Part A Participant
      under Section 5.4.

     

    Section
      8.2  Limitation on Rights of Part A Participants

     

    The
      Plan
      is strictly a voluntary undertaking on the part of the Company and shall not
      constitute a contract between the Company and any Employee, or consideration
      for, or an inducement or condition of, the employment of an
      Employee.  Nothing contained in the Plan shall give any Employee the
      right to be retained in the service of a Company or to interfere with or
      restrict the right of the Company, which is hereby expressly reserved, to
      discharge or retire any Employee, except as otherwise provided by a written
      employment agreement between the Company and the Employee, at any time without
      notice and with or without cause.  Inclusion under the Plan will not
      give any Employee any right or claim to any benefit hereunder except to the
      extent such right has specifically become fixed under the terms of the
      Plan.  The doctrine of substantial performance shall have no
      application to Employees, Part A Participants or any other persons entitled
      to
      payments under the Plan.

     

    Section
      8.3  Consolidation or Merger; Adoption of Plan by Other
      Companies

     

    (a)           In
      the event of the consolidation or merger of the Company with or into any other
      entity, or the sale by the Company of substantially all of its assets, the
      resulting successor may continue Part A of the Plan by adopting it in a
      resolution of its Board of Directors.  If within 90 days from the
      effective date of such consolidation, merger or sale of assets, such successor
      corporation does not adopt Part A of the Plan, Part A of the Plan shall be
      terminated in accordance with Section 8.1.

     

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (b)           There
      shall be no merger or consolidation with, or transfer of the liabilities of
      Part
      A of the Plan to, any other plan unless each Part A Participant in Part A of
      the
      Plan would have, if the combined or successor plans were terminated immediately
      after the merger, consolidation, or transfer, an account which is equal to
      or
      greater than his or her corresponding Part A Account under Part A of the Plan
      had Part A of the Plan been terminated immediately before the merger,
      consolidation or transfer.

     

    Section
      8.4  Errors and Misstatements

     

    In
      the
      event of any misstatement or omission of fact by a Part A Participant to the
      Administrator or any clerical error resulting in payment of benefits in an
      incorrect amount, the Administrator shall promptly cause the amount of future
      payments to be corrected upon discovery of the facts and shall cause the Company
      to pay the Part A Participant or any other person entitled to payment under
      Part
      A of the Plan any underpayment in cash in a lump sum, or to recoup any
      overpayment from future payments to the Part A Participant or any other person
      entitled to payment under Part A of the Plan in such amounts as the
      Administrator shall direct, or to proceed against the Part A Participant or
      any
      other person entitled to payment under Part A of the Plan for recovery of any
      such overpayment.

     

    Section
      8.5  Payment on Behalf of Minor, Etc.

     

    In
      the
      event any amount becomes payable under Part A of the Plan to a minor or a person
      who, in the sole judgment of the Administrator, is considered by reason of
      physical or mental condition to be unable to give a valid receipt therefor,
      the
      Administrator may direct that such payment be made to any person found by the
      Administrator in its sole judgment, to have assumed the care of such minor
      or
      other person.  Any payment made pursuant to such determination shall
      constitute a full release and discharge of the Company, the Board, the
      Administrator, the Committee and their officers, directors and
      employees.

     

    Section
      8.6  Amendment of Plan

     

    The
      Plan
      may be wholly or partially amended by the Board from time to time, in its sole
      and absolute discretion, including prospective amendments which apply to amounts
      held in a Part A Participant's Part A Account as of the effective date of such
      amendment and including retroactive amendments necessary to conform to the
      provisions and requirements of ERISA or the Code; provided, however, that no
      amendment shall decrease the amount of any Part A Participant's Part A Account
      as of the effective date of such amendment.  Notwithstanding the
      foregoing, Section 8.7 shall not be amended in any respect on or after a Change
      in Control and no amendment to this Plan shall reduce, limit or eliminate any
      rights of a Part A Participant to distributions pursuant to Article VI for
      deferrals for which elections under Article III occurred prior to the effective
      date of the amendment, without the Part A Participant’s prior written consent,
      except for amendments necessary to conform to the provisions and requirements
      of
      ERISA or the Code.

     

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    Section
      8.7  Funding

     

    (a)           Subject
      to Section 8.7(b), all benefits payable under Part A of the Plan will be paid
      from the general assets of the Company and no Part A Participant or beneficiary
      shall have any claim against any specific assets of the Company.

     

    (b)           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 Part A of the 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 benefits payments under the
      terms of Part A of the Plan to the extent such benefits are not paid from the
      trust.  Notwithstanding anything herein or in any trust agreement to
      the contrary, in no event shall (i) assets of the Company or any affiliate
      be
      set aside or reserved (directly or indirectly) in a trust or transferred to
      such
      a trust for purposes of paying deferred amounts and earnings thereon for an
      “applicable covered employee” (as defined in Section 409A(b)(3)(D)(i) of the
      Code) under Part A of the Plan during any “restricted period” (as defined in
      Section 409A(b)(3)(B) of the Code), or (ii) any assets of the Company, any
      affiliate or any trust described in this paragraph become restricted to the
      provision of benefits under Part A of the Plan in connection with a “restricted
      period” (as defined in Section 409A(b)(3)(B) of the Code); in each case, unless
      otherwise permitted under Section 409A(b)(3) of the Code without the imposition
      of the additional tax set forth in Section 409A(a)(1)(B) of the Code or any
      other taxes or penalties imposed under Section 409A.

     

    Section
      8.8  Governing Law

     

    The
      Plan
      shall be construed, administered and governed in all respects under and by
      the
      laws of the State of California, except to the extent such laws may be preempted
      by ERISA.

     

    Section
      8.9  Pronouns and Plurality

     

    The
      masculine pronoun shall include the feminine pronoun, and the singular the
      plural where the context so indicates.

     

    Section
      8.10  Titles

     

    Titles
      are provided herein for convenience only and are not to serve as a basis for
      interpretation or construction of Part A of the Plan.

     

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    Section
      8.11  References

     

    Unless
      the context clearly indicates to the contrary, a reference to a statute,
      regulation or document shall be construed as referring to any subsequently
      enacted, adopted or executed statute, regulation or document.

     


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    PART
      B

     

    ARTICLE
      IX

     

    DEFINITIONS

     

    Section
      9.1  General

     

    In
      addition to the terms defined in the preamble to the Plan, whenever the
      following terms are used in Part B of the Plan with the first letter
      capitalized, they shall have the meaning specified below unless the context
      clearly indicates to the contrary.

     

    Section
      9.2  Administrator

     

    “Administrator”
      shall mean Computer Sciences Corporation, acting through its Chief Executive
      Officer, except that if the Chief Executive Officer has appointed a Delegate
      under Section 15.4, the term “Administrator” shall mean the Delegate as to those
      duties, powers and responsibilities specifically conferred upon the
      Delegate.

     

    Section
      9.3  Board

     

    “Board”
      shall mean the Board of Directors of Computer Sciences
      Corporation.  The Board may delegate any power or duty otherwise
      allocated to the Administrator to any other person or persons, including a
      Committee appointed under Section 15.4.

     

    Section
      9.4  Change in Control

     

    “Change
      in Control” shall mean the consummation of a “change in the ownership” of
      Computer Sciences Corporation, a “change in effective control” of Computer
      Sciences Corporation or a “change in the ownership of a substantial portion of
      the assets” of Computer Sciences Corporation, in each case, as defined under
      Section 409A.

     

    Section
      9.5  Chief Executive Officer

     

    “Chief
      Executive Officer” shall mean the Chief Executive Officer of Computer Sciences
      Corporation.

     

    Section
      9.6  Code

     

    “Code”
      shall mean the Internal Revenue Code of 1986, as amended from time to time,
      together with regulations thereunder.

     

    Section
      9.7  Committee

     

    “Committee”
      shall mean the Committee, if any, appointed in accordance with Section
      15.4.

     

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    Section
      9.8  Company

     

    “Company”
      shall mean Computer Sciences Corporation and all of its affiliates, and any
      entity which is a successor in interest to Computer Sciences Corporation and
      which continues Part B of the Plan under Section 16.3(a).

     

    Section
      9.9  Delegate

     

    “Delegate”
      shall mean the Delegate, if any, appointed in accordance with Section
      15.4.

     

    Section
      9.10  Disability

     

    “Disability”
      shall mean that a Part B Participant has become “disabled” as such term is
      defined under Section 409A.

     

    Section
      9.11  Eligible Key Executive

     

    “Eligible
      Key Executive” shall mean any Key Executive who has been designated as eligible
      to participate in Part B of the Plan with respect to any Plan Year beginning
      after December 31, 2004 by the Chief Executive Officer.

     

    Section
      9.12  Employee

     

    “Employee”
      shall mean any person who renders services to the Company in the status of
      an
      employee as that term is defined in Code Section 3121(d), including officers
      but
      not including directors who serve solely in that capacity.

     

    Section
      9.13  ERISA

     

    “ERISA”
      shall mean the Employee Retirement Income Security Act of 1974, as amended
      from
      time to time, together with regulations thereunder.

     

    Section
      9.14  Exchange Act

     

    “Exchange
      Act” shall mean the Securities Exchange Act of 1934, as amended.

     

    Section
      9.15  Hardship

     

    (a)           “Hardship”
      of a Part B Participant, shall mean an unforeseeable emergency which constitutes
      a severe financial hardship of the Part B Participant or beneficiary resulting
      from an illness or accident of the Part B Participant or beneficiary, the Part
      B
      Participant’s or beneficiary’s spouse, or the Part B Participant’s or
      beneficiary’s “dependent” (as defined in Section 152(a) of the Code); loss of
      the Part B 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 Part B Participant or beneficiary.

     

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    (b)           Notwithstanding
      subsection (a) above, a financial need shall not constitute a Hardship unless
      it
      is for at least $1,000.00 (or the entire principal amount of the Part B
      Participant's Part B Accounts, if less).

     

    (c)           Whether
      a Part B Participant has incurred a Hardship shall be determined by the
      Administrator in its discretion on the basis of all relevant facts and
      circumstances and in accordance with nondiscriminatory and objective standards,
      uniformly interpreted and consistently applied.

     

    Section
      9.16  Part B Account

     

    “Part
      B
      Account” of a Part B Participant shall mean the Part B Participant's individual
      deferred compensation account established for his or her benefit under Article
      XII hereof.

     

    Section
      9.17  Part B Deferred Compensation

     

    “Part
      B
      Deferred Compensation” of a Part B Participant shall mean the amounts deferred
      by such Part B Participant under Article XI of the Plan.

     

    Section
      9.18  Part B Distribution Election

     

    “Part
      B
      Distribution Election” shall mean the election(s) made by a Part B Participant
      as to the timing and/or form of the distributions of his or her Part B Account
      pursuant to Article XIII of the Plan.

     

    Section
      9.19  Part B Election Form

     

    “Part
      B
      Election Form” shall mean the form of election provided by the Administrator to
      each Eligible Executive and Nonemployee Director pursuant to Section 11.1 or
      Section 11.2.

     

    Section
      9.20  Part B Participant

     

    “Part
      B
      Participant” shall mean each Key Executive and Nonemployee Director who elects
      to participate in Part B of the Plan as provided in Article X and who defers
      Qualified Bonus, Qualified Director Compensation or Qualified Salary under
      Part
      B of the Plan.  Each of such persons shall continue to be a “Part B
      Participant” until they have received all benefits due under Part B of the
      Plan.

     

    Section
      9.21  Payday

     

    “Payday”
      of a Key Executive shall mean the regular and recurring established day for
      payment of Qualified Salary to such Key Executive.

     

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    Section
      9.22  Performance-Based Compensation

     

    “Performance-Based
      Compensation” shall mean a Key Executive’s Qualified Bonus to the extent that
      such Qualified Bonus (a) meets the requirements of “performance-based
      compensation” under Section 409A and (b) is based upon a performance period
      of at least twelve (12) months.

     

    Section
      9.23  Plan Year

     

    “Plan
      Year” shall mean the fiscal year of the Company.

     

    Section
      9.24  Predecessor Plan

     

    “Predecessor
      Plan” shall mean the Computer Sciences Corporation Nonqualified Deferred
      Compensation Plan as in effect and maintained by the Company for the benefit
      of
      its Nonemployee Directors prior to the amendment and restatement of the Plan
      effective as of September 30, 1995.

     

    Section
      9.25  Qualified Annual Bonus

     

    “Qualified
      Annual Bonus” of a Key Executive shall mean the Key Executive's annual cash
      bonus which may be payable to the Key Executive under the Computer Sciences
      Corporation Annual Incentive Plan or such other bonus or incentive compensation
      plan of the Company which may be designated from time to time by the
      Administrator.

     

    Section
      9.26  Qualified Director Compensation

     

    “Qualified
      Director Compensation” of a Nonemployee Director shall mean the retainer,
      consulting fees, committee fees and meeting fees which are payable to the
      Nonemployee Director by the Company.

     

    Section
      9.27  Qualified Quarterly Bonus

     

    “Qualified
      Quarterly Bonus” of a Key Executive shall mean the Key Executive's quarterly
      cash bonus which may be payable to the Key Executive under the Computer Sciences
      Corporation such bonus or incentive compensation plan(s) of the Company which
      may be designated from time to time by the Administrator.

     

    Section
      9.28  Qualified Salary

     

    “Qualified
      Salary” of a Key Executive shall mean the Key Executive’s gross base salary
      which may be payable to the Key Executive on a Payday, including any portion
      thereof payable in the form of sick pay, vacation pay, pay in lieu of notice
      or
      jury pay, and determined before any exclusions, deductions or withholdings
      therefrom,

     

     

    
      
        
        

      

      
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    Section
      9.29  Retirement

     

    “Retirement”
      shall mean, with respect to a Key Executive, a Separation from Service of such
      Key Executive on or after attainment of age sixty-two (62).

     

    Section
      9.30  Section 401(a)(17) Limitation

     

    “Section
      401(a)(17) Limitation” with respect to a Key Executive’s Qualified Salary for a
      Payday  shall mean the amount equal to:

     

    (a)           the
      annual compensation limit under Code Section 401(a)(17) in effect for the
      calendar year in which such Payday occurs, divided by

     

    (b)           the
      total number of Paydays in a year for which such Key Executive’s gross base
      salary would be payable to such Key Executive, based on the regular and
      recurring manner of payment for such Key Executive in effect on such Payday,
      as
      determined by the Administrator.

     

    Section
      9.31  Separation from Service

     

    “Separation
      from Service” shall mean a “separation from service” as such term is defined
      under Section 409A.

     

    Section
      9.32  Specified Employee

     

    “Specified
      Employee” shall mean any Plan B Participant who is a “specified employee” (as
      such term is defined under Section 409A) of the Company.  The
“identification date” (as defined under Section 409A) for purposes of
      identifying Specified Employees shall be September 30 of each calendar
      year.  Individuals identified on any identification date shall be
      Specified Employees as of January 1 of the calendar year following the year
      of
      the identification date.  In determining whether or not 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.

     

    ARTICLE
      X

     

    ELIGIBILITY

     

    Section
      10.1  Requirements for Participation

     

    Any
      Eligible Key Executive and any Nonemployee Director shall be eligible to be
      a
      Part B Participant in the Plan.

     

     

    
      
        
        

      

      
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    Section
      10.2  Deferral Election Procedure

     

    For
      each
      Plan Year, the Administrator shall provide each Eligible Key Executive with
      a
      Part B Election Form on which such person may elect to defer his or her
      Qualified Annual Bonus under Article XI, and each Eligible Key Executive and
      each Nonemployee Director with a Part B Election Form on which such person
      may
      elect to defer his or her Qualified Salary, Qualified Director Compensation
      and/or Qualified Quarterly Bonus under Article XI, but only to the extent such
      deferrals would qualify as Section 409A Deferrals.  Each such person
      who elects to defer Qualified Annual Bonus, Qualified Director Compensation,
      Qualified Salary or Qualified Quarterly Bonus under Article XI shall complete
      and sign the Part B Election Form and return it to the
      Administrator.

     

    Section
      10.3  Content of Part B Election Form

     

    Each
      Part
      B Participant who elects to defer Qualified Annual Bonus, Qualified Director
      Compensation, Qualified Salary or Qualified Quarterly Bonus under Part B of
      the
      Plan shall set forth on the Part B Election Form specified by the
      Administrator:

     

    (a)           the
      amount of Qualified Annual Bonus or Qualified Director Compensation to be
      deferred under Article XI and the Part B Participant’s authorization to the
      Company to reduce his or her Qualified Annual Bonus or Qualified Director
      Compensation by the amount of the Part B Deferred Compensation,

     

    (b)           in
      the case of a Part B Participant who is an Eligible Key Executive, the amount
      of
      Qualified Salary and/or Qualified Quarterly Bonus to be deferred under Article
      XI and the Part B Participant’s authorization to the Company to reduce his or
      her Qualified Salary and/or Qualified Quarterly Bonus by the amount of the
      Part
      B Deferred Compensation,

     

    (c)           the
      length of time with respect to which the Part B Participant elects to defer
      the
      Part B Deferred Compensation,

     

    (d)           the
      method under which the Part B Participant’s Part B Deferred Compensation shall
      be payable, and

     

    (e)           such
      other information, acknowledgements or agreements as may be required by the
      Administrator.

     

    ARTICLE
      XI

     

    PARTICIPANTS'
      DEFERRALS

     

    Section
      11.1  Deferral of Qualified Annual Bonus

     

    (a)           Each
      Eligible Key Executive may elect to defer into his or her Part B Account all
      or
      any portion of the Qualified Annual Bonus, which would otherwise be payable
      to
      him or her for any Plan Year in which he or she has not incurred a Separation
      from Service as of the first day of the Plan Year in question, but only to
      the
      extent such deferrals would qualify as Section 409A Deferrals; provided,
      however, that Eligible Key Executives whose Qualified Annual  Bonus is
      subject to state and/or local taxation in jurisdictions designated by the
      Administrator may not elect to defer more than a specified percentage his or
      her
      Qualified Annual Bonus as determined by the Administrator and set forth in
      a
      Part B Election Form.  Such election shall be made by the Eligible Key
      Executive by completing and delivering to the Administrator his or her Part
      B
      Election Form for such Plan Year no later than the last day of the next
      preceding Plan Year, except (i) with respect to Performance-Based
      Compensation, in which case such election shall be made not later than 6 months
      before the end of the applicable performance period (so long as such election
      is
      made before the Performance-Based Compensation becomes both substantially
      certain to be paid and readily ascertainable), and (ii) with respect to a
      person who first becomes an Employee during a Plan Year, which person may make
      such election within 30 days after first becoming an Employee and which election
      shall apply only to amounts paid for services to be performed after the date
      of
      such election.

     

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    (b)           Any
      such election made by a Part B Participant to defer Qualified Annual Bonus
      shall
      be irrevocable and shall not be amendable by the Part B Participant, except
      in
      the event of a Hardship, a Part B Participant may terminate the Part B
      Participant’s deferral election for the Plan Year in which the Hardship occurs
      with respect to all Qualified Annual Bonus which has not yet been
      deferred.

     

    
      Section
        11.2  Deferral of Qualified Salary, Qualified Director Compensation
        and Qualified Quarterly Bonus

    

     

    (a)           Each
      Eligible Key Executive and Nonemployee Director may elect to defer into his
      or
      her Part B Account all or a portion of the Qualified Salary and the Qualified
      Director Compensation, respectively, which would otherwise be payable to him
      or
      her for any calendar year in which he or she has not incurred a Separation
      from
      Service as of the first day of the calendar year in question, but only to the
      extent such deferrals would qualify as Section 409A Deferrals.  Each
      Eligible Key Executive may elect to defer his or her Qualified Salary for such
      calendar year as follows:

     

    (i)           such
      Eligible Key Executive may elect to defer all or any portion of the amount
      by
      which his or her Qualified Salary exceeds the Section 401(a)(17)
      Limitation, or

     

    (ii)           such
      Eligible Key Executive may elect to defer all of the amount by which his or
      her
      Qualified Salary exceeds the greater of: (A) the dollar amount specified by
      such
      Eligible Key Executive under such election, or (B) the Section 401(a)(17)
      Limitation.

     

    In
      addition, each Eligible Key Executive may elect to defer all or any portion
      of
      the Qualified Quarterly Bonus which would otherwise be payable to him or her
      for
      any calendar year beginning after December 31, 2004 in which he or she has
      not
      incurred a Separation from Service as of the first day of the calendar year
      in
      question; provided, however, that Eligible Key Executives whose Qualified
      Quarterly Bonus is subject to state and/or local taxation in jurisdictions
      designated by the Administrator may not elect to defer more than a specified
      percentage his or her Qualified Quarterly Bonus as determined by the
      Administrator and set forth in a Part B Election Form.  Any election
      pursuant to this Section 11.2 shall be made by the Eligible Key Executive or
      Nonemployee Director by completing and delivering to the Administrator his
      or
      her Part B Election Form for such calendar year no later than the last day
      of
      the next preceding calendar year, except with respect to a person who first
      becomes an Employee or Nonemployee Director during a calendar year, which person
      may make such elections within 30 days after first becoming an Employee or
      Nonemployee Director, respectively, and which elections shall apply only to
      amounts of Qualified Quarterly Bonus and Qualified Director Compensation paid
      for services to be performed after the date of such election.

     

     

    
      
        
        

      

      
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    (b)           Any
      such election made by a Part B Participant to defer Qualified Salary, Qualified
      Quarterly Bonuses or Qualified Director Compensation shall be irrevocable and
      shall not be amendable by the Part B Participant, except in the event of
      Hardship, a Part B Participant may terminate the Part B Participant’s deferral
      election for the calendar year in which the Hardship occurs with respect to
      all
      Qualified Salary, Qualified Quarterly Bonuses and Qualified Director
      Compensation which have not yet been deferred.

     

    ARTICLE
      XII

     

    DEFERRED
      COMPENSATION ACCOUNTS

     

    Section
      12.1  Part B Deferred Compensation Accounts

     

    The
      Administrator shall establish and maintain for each Part B Participant a Part
      B
      Account to which shall be credited the amounts allocated thereto under this
      Article XII and from which shall be debited the Part B Participant's
      distributions and withdrawals under Articles XIII and XIV.

     

    Section
      12.2  Crediting of Part B Deferred Compensation

     

    Each
      Part
      B Participant’s Part B Account shall be credited with an amount which is equal
      to the amount of the Part B Participant’s Qualified Annual Bonus, Qualified
      Director Compensation, Qualified Salary and Qualified Quarterly Bonus which
      such
      Part B Participant has elected to defer under Article XI at the time such
      Qualified Annual Bonus, Qualified Director Compensation, Qualified Salary or
      Qualified Quarterly Bonus, whichever is applicable, would otherwise have been
      paid to the Part B Participant.

     

    Section
      12.3  Crediting of Earnings

     

    (a)  Beginning
      on March 29, 2003 and subject to amendment by the Board, for each Plan Year
      earnings shall be credited to each Part B Participant's Part B Account
      (including the Part B Accounts of Nonemployee Directors under the Predecessor
      Plan), at a rate equal to the 120-month rolling average yield to maturity of
      the
      index called the “Merrill Lynch U.S. Corporates, A Rated, 15+ Years Index” as of
      December 31 of the preceding Plan Year, compounded annually.

     

     

    
      
        
        

      

      
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    (b)  Beginning
      on September 30, 1995 and until March 28, 2003, for each Plan Year earnings
      shall be credited to the Part B Accounts of Nonemployee Directors under the
      Predecessor Plan, at a rate equal to 120% of the 120-month rolling average
      yield
      to maturity  on 10-year United States Treasury Notes as of December 31
      of the preceding Plan Year, compounded annually.

     

    (c)  Earnings
      shall be credited on such valuation dates as the Administrator shall
      determine.

     

    Section
      12.4  Applicability of Part B Account Values

     

    The
      value
      of each Part B Participant's Part B Account as determined as of a given date
      under this Article, plus any amounts subsequently allocated thereto under this
      Article and less any amounts distributed or withdrawn under Articles XIII or
      XIV
      shall remain the value thereof for all purposes of Part B of the Plan until
      the
      Part B Account is revalued hereunder.

     

    Section
      12.5  Vesting of Part B Deferred Compensation
      Accounts

     

    Each
      Part
      B Participant's interest in his or her Part B Account shall be 100% vested
      and
      non-forfeitable at all times.

     

    Section
      12.6  Assignments, Etc. Prohibited

     

    No
      part
      of any Part B Participant's Part B Account shall be liable for the debts,
      contracts or engagements of the Part B Participant, or the Part B Participant's
      beneficiaries or successors in interest, or be taken in execution by levy,
      attachment or garnishment or by any other legal or equitable proceeding, nor
      shall any such person have any rights to alienate, anticipate, commute, pledge,
      encumber or assign any benefits or payments hereunder in any manner whatsoever
      except to designate a beneficiary as provided in Section 13.3.

     

    ARTICLE
      XIII

     

    DISTRIBUTIONS
      OF DEFERRED COMPENSATION ACCOUNTS

     

    
      Section
        13.1  Distributions upon a Key Executive's Retirement and a
        Nonemployee Director's Separation from Service

    

     

    (a)           Subject
      to Sections 13.7 and 13.8, the Part B Account of a Key Executive who incurs
      a
      Separation from Service upon his or her Retirement, and the Part B Account
      of a
      Nonemployee Director who incurs a Separation from Service, in each case other
      than on account of death or Disability, shall be paid to the Part B Participant
      as specified by the Part B Participant in a Part B Distribution Election made
      pursuant to Section 13.6 hereof.  Any remaining balance of the Part B
      Participant's Part B Account shall be paid to the Part B Participant, as
      specified by the Part B Participant in a Part B Distribution Election made
      pursuant to this Section 13.1.  Such Part B Distribution Election
      shall specify (i) whether payment shall be made in a lump-sum distribution
      or in approximately equal annual installments over a period of 1 to 15 years,
      and (ii) whether payment(s) shall commence on the first, second, third,
      fourth or fifth  anniversary of the date of such Separation of
      Service, or shall commence, subject to Section 13.7, within thirty (30) days
      following the date of such Separation from Service.  A Part B
      Participant may elect a distribution pursuant to this Section 13.1 in such
      other
      forms, or payable upon such other commencement dates, as are specified by the
      Administrator; provided, however, that no Part B Distribution Election shall
      provide for payments to be made more than 20 years after such Part B
      Participant’s Separation from Service.

     

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

                  
      (b)           At the time
      a Part B Participant elects to defer Qualified Annual Bonus under Part B of
      the
      Plan for a specific Plan Year, he or she shall make a Part B Distribution
      Election pursuant to this Section 13.1 with respect to such
      deferrals.  At the time a Part B Participant elects to defer Qualified
      Salary or Qualified Director Compensation under Part B of the Plan for a
      specific calendar year, he or she shall make a Part B Distribution Election
      pursuant to this Section 13.1 with respect to such deferrals.  At the
      time a Part B Participant elects to defer Qualified Quarterly Bonuses under
      Part
      B of the Plan for a specific calendar year, he or she shall make a Part B
      Distribution Election pursuant to this Section 13.1 with respect to such
      deferrals.  All such Part B Distribution Elections shall remain in
      effect and shall apply only to that portion of the Part B Participant's Part
      B
      Account that relates to Qualified Annual Bonus, Qualified Salary, Qualified
      Director Compensation or Qualified Quarterly Bonuses deferred during such Plan
      Year or calendar year, as applicable, as the same may increase from time to
      time.  Notwithstanding any other provision of this Part B to the
      contrary, all deferrals of Qualified Director Compensation with respect to
      years
      prior to calendar year 2005, as they may increase from time to time, shall
      be
      accounted for as if they were all deferred hereunder in a single calendar year
      (and shall not be combined with any amounts deferred in 2005 or any other
      calendar year), and a separate Part B Distribution Election (as it may be
      modified pursuant to this Section 13.1 or otherwise pursuant to this Article
      XIII) shall apply with respect to such amounts.  A Part B Distribution
      Election pursuant to this Section 13.1 for Qualified Annual Bonus deferrals
      for
      a specific Plan Year or for Qualified Salary, Qualified Director Compensation
      and Qualified Quarterly Bonus deferrals for a specific calendar year may be
      superseded by a subsequent election, which subsequent election shall then apply
      to that portion of the Part B Participant’s Part B Account that relates to
      deferrals for such Plan Year or calendar year, as applicable, as the same may
      increase from time to time.  Notwithstanding the foregoing, no
      subsequent election pursuant to this Section 13.1 shall be effective unless
      (i) it is made at least twelve (12) months prior to the Part B
      Participant's Separation from Service, (ii) such election does not become
      effective until twelve (12) months after its submission and (iii) such
      election provides for the deferral of the date of commencement of distributions
      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 due to
      commence.

     

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    Section
      13.2  Distributions upon a Key Executive's Pre-Retirement Separation
      from Service

     

    Subject
      to Sections 13.7 and 13.8, the Part B Account of a Key Executive who incurs
      a
      Separation from Service prior to his or her Retirement and other than on account
      of his or her death or Disability shall be paid to the Part B Participant in
      a
      lump-sum distribution within thirty (30) days following the date of such
      Separation from Service, notwithstanding any Part B Distribution Election
      pursuant to Section 13.1 to the contrary made by the Part B
      Participant.

     

    Section
      13.3  Distributions upon a Part B Participant's
      Death

     

    (a)           The
      remaining balance of the Part B Account of a Part B Participant who dies
      (i) shall be paid to the persons and entities designated by the Part B
      Participant as his or her beneficiaries for such purpose and (ii) shall be
      paid in the manner set forth in this Section 13.3.  Subject to Section
      13.8, with respect to a Part B Participant who does not incur a Separation
      from
      Service prior to his or her death, such balance shall be paid as specified
      by
      the Part B Participant in a Part B Distribution Election made pursuant to this
      Section 13.3, or, if no such election is made, pursuant to Section 13.1 or
      Section 13.2, as applicable.  Any such Part B Distribution Election
      made pursuant to this Section 13.3 shall specify (i) whether payment shall
      be made in a lump-sum distribution or in approximately equal annual installments
      over a period of 1 to 15 years, and (ii) whether payment(s) shall commence
      on the first, second, third, fourth or fifth  anniversary of the date
      of death, or shall commence within thirty (30) days following the date of
      death.  Subject to Section 13.8, with respect to a Part B Participant
      who does incur a Separation from Service prior to his or her death, upon such
      Part B Participant’s death the remaining balance of the Part B Participant’s
      Part B Account shall be paid as specified by the Part B Participant in a Part
      B
      Distribution Election made pursuant to this Section 13.3, or, if no such
      election is made, pursuant to Section 13.1 or Section 13.2, as
      applicable.  Any such Part B Distribution Election made pursuant to
      this Section 13.3.  shall specify (1) whether payment shall be
      made in a lump-sum distribution or in approximately equal annual installments
      over a period of 1 to 15 years, and (2) whether payment(s) shall commence
      on the first, second, third, fourth or fifth  anniversary of the date
      of death, or shall commence within thirty (30) days following the date of
      death.

     

    (b)           At
      the time a Part B Participant elects to defer Qualified Annual Bonus under
      Part
      B of the Plan for a specific Plan Year, he or she shall make a Part B
      Distribution Election pursuant to this Section 13.3 with respect to such
      deferrals.  At the time a Part B Participant elects to defer Qualified
      Salary or Qualified Director Compensation under Part B of the Plan for a
      specific calendar year, he or she shall make a Part B Distribution Election
      pursuant to this Section 13.3 with respect to such deferrals.  At the
      time a Part B Participant elects to defer Qualified Quarterly Bonuses under
      Part
      B of the Plan for a specific calendar year, he or she shall make a Part B
      Distribution Election pursuant to this Section 13.3 with respect to such
      deferrals.  All such Part B Distribution Elections shall remain in
      effect and shall apply only to that portion of the Part B Participant's Part
      B
      Account that relates to Qualified Annual Bonus, Qualified Salary, Qualified
      Director Compensation or Qualified Quarterly Bonuses deferred during such Plan
      Year or calendar year, as applicable, as the same may increase from time to
      time.  A Part B Distribution Election pursuant to this Section 13.3
      for Qualified Annual Bonus deferrals for a specific Plan Year or for Qualified
      Salary, Qualified Director Compensation and Qualified Quarterly Bonus deferrals
      for a specific calendar year may be superseded by a subsequent election, which
      subsequent election shall then apply to that portion of the Part B Participant’s
      Part B Account that relates to deferrals for such Plan Year or calendar year,
      as
      applicable, as the same may increase from time to
      time.  Notwithstanding the foregoing, no subsequent election pursuant
      to this Section 13.3 shall be effective unless (i) it is made at least
      twelve (12) months prior to the Part B Participant's death, (ii) such
      election does not become effective until twelve (12) months after its submission
      and (iii) such election provides for the deferral of the date of
      commencement of distributions 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 due to commence.

     

     

    
      
        
        

      

      
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    Section
      13.4  Distributions upon a Part B Participant's
      Disability

     

    (a)           The
      remaining balance of the Part B Account of a Part B Participant who becomes
      Disabled shall be paid in the manner set forth in this Section
      13.4.  Subject to Section 13.8, with respect to a Part B Participant
      who does not incur a Separation from Service prior to his or her Disability,
      such balance shall be paid, as specified by the Part B Participant in a Part
      B
      Distribution Election made pursuant to this Section 13.4, or, if no such
      election is made, pursuant to Section 13.1 or Section 13.2, as
      applicable.  Any such Part B Distribution Election made pursuant to
      this Section 13.4 shall specify (i) whether payment shall be made in a
      lump-sum distribution or in approximately equal annual installments over a
      period of 1 to 15 years, and (ii) whether payment(s) shall commence on the
      first, second, third, fourth or fifth  anniversary of the date of
      Disability, or shall commence within thirty (30) days following the date of
      Disability.  Subject to Section 13.8, with respect to a Part B
      Participant who does incur a Separation from Service prior to his or her
      Disability, upon such Part B Participant’s Disability the remaining balance of
      the Part B Participant’s Part B Account shall be paid as specified by the Part B
      Participant in a Part B Distribution Election made pursuant to this Section
      13.4, or, if no such election is made, pursuant to Section 13.1 or Section
      13.2,
      as applicable.  Any such Part B Distribution Election made pursuant to
      this Section 13.4 shall specify (1) whether payment shall be made in a
      lump-sum distribution or in approximately equal annual installments over a
      period of 1 to 15 years, and (2) whether payment(s) shall commence on the
      first, second, third, fourth or fifth  anniversary of the date of
      Disability, or shall commence within thirty (30) days following the date of
      Disability.

     

    (b)           At
      the time a Part B Participant elects to defer Qualified Annual Bonus under
      Part
      B of the Plan for a specific Plan Year, he or she shall make a Part B
      Distribution Election pursuant to this Section 13.4 with respect to such
      deferrals.  At the time a Part B Participant elects to defer Qualified
      Salary or Qualified Director Compensation under Part B of the Plan for a
      specific calendar year, he or she shall make a Part B Distribution Election
      pursuant to this Section 13.4 with respect to such deferrals.  At the
      time a Part B Participant elects to defer Qualified Quarterly Bonuses under
      Part
      B of the Plan for a specific calendar year, he or she shall make a Part B
      Distribution Election pursuant to this Section 13.4 with respect to such
      deferrals.  All such Part B Distribution Elections shall remain in
      effect and shall apply only to that portion of the Part B Participant's Part
      B
      Account that relates to Qualified Annual Bonus, Qualified Salary, Qualified
      Director Compensation or Qualified Quarterly Bonuses deferred during such Plan
      Year or calendar year, as applicable, as the same may increase from time to
      time.  A Part B Distribution Election pursuant to this Section 13.4
      for Qualified Annual Bonus deferrals for a specific Plan Year or for Qualified
      Salary, Qualified Director Compensation and Qualified Quarterly Bonus deferrals
      for a specific calendar year may be superseded by a subsequent election, which
      subsequent election shall then apply to that portion of the Part B Participant’s
      Part B Account that relates to deferrals for such Plan Year or calendar year,
      as
      applicable, as the same may increase from time to
      time.  Notwithstanding the foregoing, no subsequent election pursuant
      to this Section 13.4 shall be effective unless (i) it is made at least
      twelve (12) months prior to the Part B Participant's Disability, (ii) such
      election does not become effective until twelve (12) months after its submission
      and (iii) such election provides for the deferral of the date of
      commencement of distributions 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 due to commence.

     

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    Section
      13.5  Distributions upon a Change in Control

     

    At
      the
      time a Part B Participant (i) elects to defer Qualified Annual Bonus under
      Part B of the Plan for a specific Plan Year, (ii) elects to defer Qualified
      Salary or Qualified Director Compensation under Part B of the Plan for a
      specific calendar year and (iii) elects to defer Qualified Quarterly
      Bonuses under Part B of the Plan for a specific calendar year, he or she shall
      have the opportunity to make a Part B Distribution Election pursuant to this
      Section 13.5 with respect to such deferrals such that, subject to Section 13.8,
      the remaining balance of that portion of the Part B Account of the Part B
      Participant at the time of a Change in Control shall be paid in the manner
      set
      forth in this Section 13.5 (whether or not such Change in Control occurs prior
      to or following the Part B Participant’s Separation from Service for any
      reason).  Such Part B Distribution Election shall specify
      (i) whether payment shall be made in a lump-sum distribution or in
      approximately equal annual installments over a period of 1 to 3 years, and
      (ii) whether payment(s) shall commence on the first anniversary of the date
      of the Change in Control, or shall commence within thirty (30) days following
      the date of the Change in Control.  Each such Part B Distribution
      Election shall be irrevocable and shall apply only to that portion of the Part
      B
      Participant's Part B Account that relates to Qualified Annual Bonus, Qualified
      Salary, Qualified Director Compensation or Qualified Quarterly Bonuses deferred
      during such Plan Year or calendar year, as applicable, as the same may increase
      from time to time.

     

     

    
      
        
        

      

      
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    Section
      13.6  Optional Distributions

     

    (a)           At
      the time a Part B Participant (i) elects to defer Qualified Annual Bonus
      under Part B of the Plan for a specific Plan Year, (ii) elects to defer
      Qualified Salary or Qualified Director Compensation under Part B of the Plan
      for
      a specific calendar year and (iii) elects to defer Qualified Quarterly
      Bonuses under Part B of the Plan for a specific calendar year, he or she may
      also elect with respect to such deferrals, pursuant to this Section 13.6, to
      receive, subject to Section 13.8, a special, lump-sum distribution of any or
      all
      of such deferrals on a date specified by the Part B Participant in a Part B
      Distribution Election, which date must be at least 24 months after the date
      of
      such election.  Any such special distribution shall be made within
      five (5) business days after the date therefor specified by the Part B
      Participant.

     

    (b)           An
      election pursuant to this Section 13.6 may be superseded by a subsequent
      election; provided, however, that such subsequent election shall not be
      effective unless: (i) it is made at least twelve (12) months prior to the
      date upon which the special distribution would have otherwise been made;
      (ii) the subsequent election is not effective until twelve (12) months
      after its submission; and (ii) the date of the special distribution specified
      in
      the subsequent election is at least five (5) years later than the date specified
      in the initial election.

     

    Section
      13.7  Required Delay in Payments to Certain Part B
      Participants

     

    Notwithstanding
      anything herein to the contrary: no distributions to a Specified Employee under
      Part B of the Plan that are to be made as a result of the Specified Employee’s
      Separation from Service for any reason other than death or Disability shall
      be
      made or commence prior to the date that is the earlier of six months after
      the
      date of Separation from Service or the date of the Specified Employee’s death,
      or such shorter period that, in the opinion of such counsel, is sufficient
      to
      avoid the imposition of the additional tax under Section 409A(a)(1)(B) or any
      other taxes or penalties imposed under Section 409A (the “Section 409A Taxes”);
      provided that any distributions that otherwise would have been payable during
      such six-month (or shorter) period shall continue to accrue earnings under
      Article XII and shall be distributed (together with any earnings thereon) in
      lump sum on the first day following the expiration of such six-month (or
      shorter) period.

     

    Section
      13.8  Ordering of Distribution Elections

     

    In
      the
      event that a portion of a Part B Participant’s Part B Account becomes payable
      under two or more Part B Distribution Elections made pursuant to Sections 13.1
      through 13.6, the Part B Distribution Election that would result in the complete
      distribution of that portion of the Part B Participant’s Part B Account on the
      earliest date shall control.  For purposes of this Section 13.8, the
      payment of distributions pursuant to Section 13.2 following a Separation from
      Service other than by reason of death or Disability prior to Retirement shall
      be
      considered a Part B Distribution Election to receive such amounts in the manner
      specified in Section 13.2.

     

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    By
      way of
      example, assume that a Part B Participant elects with respect to deferrals
      of
      Qualified Salary for the calendar year 2005 to receive distributions of that
      portion of the Part B Participant’s Part B Account (i) pursuant to Section
      13.1 in equal annual installments over 15 years commencing on the first
      anniversary of his or her Separation from Service upon Retirement and
      (ii) pursuant to Section 13.5 in lump sum within in 5 days following a
      Change in Control.  Assume further that the Part B Participant incurs
      a Separation from Service due to Retirement on July 1, 2007 and that a Change
      in
      Control subsequently occurs on February 17, 2010.  On July 1, 2008,
      the Part B Participant would commence receipt of distributions with respect
      to
      his or her Qualified Salary deferrals from the calendar year 2005 (increased
      by
      any earnings thereon), installments of which would be paid on July 1, 2008
      and
      July 1, 2009, then, within 5 days of February 17, 2010, the Part B Participant
      would receive a lump sum distribution of the remaining portion of his or her
      Part B Account that relates to deferrals of Qualified Salary during the calendar
      year 2005 (together with any earnings thereon).

     

    Section
      13.9  Timing of Distribution Elections for Certain Section 409A
      Deferrals

     

    Notwithstanding
      anything herein to the contrary, each Part B Participant who has not previously
      made a Change of Control Distribution Election pursuant to Section 13.5 may
      make
      such a distribution election with respect to Section 409A Deferrals pursuant
      to
      this Article XIII (and shall have the ability to replace such election with
      subsequent elections without the imposition of any of the limitations on
      subsequent elections set forth in this Article XIII) at any time prior to
      December 31, 2007; provided, however, that no such Change of Control
      Distribution Election made in the calendar year 2007 may change payment
      elections with respect to payments that the Part B Participant would otherwise
      receive in the calendar year 2007, or to accelerate payments into calendar
      year
      2007 that would not have otherwise been made in 2007.

     

    Section
      13.10  Applicable Taxes

     

    All
      distributions under Part B of the Plan shall be subject to withholding for
      all
      amounts which the Company is required to withhold under federal, state or local
      tax law.

     

    ARTICLE
      XIV

     

    WITHDRAWALS
      FROM DEFERRED COMPENSATION ACCOUNTS

     

    Section
      14.1  Hardship Distributions from Part B Accounts

     

    (a)           By
      delivering a written election to such effect to the Administrator, at any time
      a
      Part B Participant may elect to take a distribution from the Part B
      Participant's Part B Account on account of the Part B Participant's Hardship,
      but only to the extent that the Hardship is not otherwise
      relievable:

     

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

     

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

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

     

    (iii)           cessation
      of deferrals under the Plan.

     

    (b)           The
      amount of the hardship withdrawal pursuant to this Section 14.1 shall not exceed
      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).

     

    Section
      14.2  Withdrawals to Pay Employment Taxes

     

    The
      Administrator shall automatically make a distribution from a Part B
      Participant's Part B Account as and to the extent necessary, as determined
      by
      the Administrator, to pay (a) the Federal Insurance Contributions Act
      (FICA) tax imposed on the Part B Participant in respect of Section 409A
      Deferrals under Sections 3101, 3121(a) and 3121(v)(2) of the Code, as
      applicable, and/or (b) any income tax withholding imposed on the Part B
      Participant in respect of Section 409A Deferrals under federal, state or local
      tax law as a result of the payment of the FICA tax; provided, in each case,
      that
      such distribution does not exceed the aggregate amount of the FICA tax and
      such
      income tax withholding.

     

    Section
      14.3  Withdrawals Upon Amounts Becoming Subject to Section
      409A

     

    The
      Administrator shall automatically make a distribution from a Part B
      Participant's Part B Account at any time the Administrator determines, upon
      the
      advice of counsel, that all or a portion of Part B of this Plan fails to meet
      the requirements of Section 409A; provided that any distribution pursuant to
      this Section 14.3 does not exceed the amount required to be included in income
      as a result of the failure to comply with the requirements of Section
      409A.

     

    Section
      14.4  Payment of Withdrawals

     

    All
      withdrawals under this Article XIV shall be paid within thirty (30) days after
      either (i) a valid election to withdraw pursuant to Section 14.1 is
      delivered to the Administrator or (ii) the Administrator makes a
      determination to permit the withdrawal under Sections 14.2 or 14.3. The
      Administrator shall give prompt notice to the Part B Participant if an election
      under Section 14.1 is invalid and is therefore rejected, identifying the
      reason(s) for the invalidity.  If the Administrator has not paid but
      has not affirmatively rejected an election within the applicable thirty (30)
      day
      deadline, then the election shall be deemed rejected, on the thirtieth (30th) day, as
      applicable.  If a withdrawal election is rejected, the Part B
      Participant may bring a claim for benefits under Section 15.11.

     

    Section
      14.5  Effect of Withdrawals

     

    If
      a Part
      B Participant receives a withdrawal under this Article XIV after payments have
      commenced under Article XIII, the remaining payments shall be recalculated,
      by
      reamortizing the remaining payments over the remaining term and applying the
      then-current rate used to credit earnings under Section 12.3.

     

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    Section
      14.6  Applicable Taxes

     

    All
      withdrawals under Part B of the Plan shall be subject to withholding for all
      amounts which the Company is required to withhold under federal, state or local
      tax law.

     

    ARTICLE
      XV

     

    ADMINISTRATIVE
      PROVISIONS

     

    Section
      15.1  Administrator's Duties and Powers

     

    The
      Administrator shall conduct the general administration of Part B of the Plan
      in
      accordance with Part B of the Plan and shall have all the necessary power,
      authority and discretion to carry out that function.  Among its
      necessary powers and duties are the following:

     

    (a)           To
      delegate all or part of its function as Administrator to others and to revoke
      any such delegation.

     

    (b)           To
      determine questions of eligibility of Part B Participants and their entitlement
      to benefits, subject to the provisions of Section 15.11.

     

    (c)           To
      select and engage attorneys, accountants, actuaries, trustees, appraisers,
      brokers, consultants, administrators, physicians, or other persons to render
      service or advice with regard to any responsibility the Administrator or the
      Board has under Part B of the Plan, or otherwise, to designate such persons
      to
      carry out fiduciary responsibilities under Part B of the Plan, and (together
      with the Committee, the Company, the Board and the officers and Employees of
      the
      Company) to rely upon the advice, opinions or valuations of any such persons,
      to
      the extent permitted by law, being fully protected in acting or relying thereon
      in good faith.

     

    (d)           To
      interpret Part B of the Plan and any relevant facts for purpose of the
      administration and application of Part B of the Plan, in a manner not
      inconsistent with Part B of the Plan or applicable law and to amend or revoke
      any such interpretation.

     

    (e)           To
      conduct claims procedures as provided in Section 15.11.

     

    Section
      15.2  Limitations Upon Powers

     

    The
      Plan
      shall be uniformly and consistently administered, interpreted and applied with
      regard to all Part B Participants in similar circumstances.  The Plan
      shall be administered, interpreted and applied fairly and equitably and in
      accordance with the specified purposes of Part B of the
      Plan.  Notwithstanding the foregoing, the distribution forms and
      commencement dates specified in Section 13.1(a) shall apply to such Part B
      Participants, and in such manner, as the Administrator determines in its sole
      discretion.

     

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    Section
      15.3  Final Effect of Administrator Action

     

    Except
      as
      provided in Section 15.11, all actions taken and all determinations made by
      the
      Administrator in good faith shall be final and binding upon all Part B
      Participants, the Company and any person interested in Part B of the
      Plan.

     

    Section
      15.4  Delegation by Administrator

     

    (a)           The
      Administrator may, but need not, appoint a delegate (the “Delegate”) which may
      be a single individual or a Committee consisting of two or more members, to
      hold
      office during the pleasure of the Administrator.  The Delegate shall
      have such powers and duties as are delegated to it by the
      Administrator.  The Delegate and/or Committee members shall not
      receive payment for their services as such.

     

    (b)           Appointment
      of the Delegate and/or Committee members shall be effective upon filing of
      written acceptance of appointment with the Administrator.

     

    (c)           The
      Delegate and/or Committee member may resign at any time by delivering written
      notice to the Administrator.

     

    (d)           Vacancies
      in the Delegate and/or Committee shall be filled by the
      Administrator.

     

    (e)           If
      there is a Committee, the Committee shall act by a majority of its members
      in
      office; provided, however, that the Committee may appoint one of its members
      or
      a delegate to act on behalf of the Committee on matters arising in the ordinary
      course of administration of Part B of the Plan or on specific
      matters.

     

    Section
      15.5  Indemnification by the Company; Liability
      Insurance

     

    The
      Company shall pay or reimburse any of the Company's officers, directors,
      Committee members or Employees who are fiduciaries with respect to Part B of
      the
      Plan for all expenses incurred by such persons in, and shall indemnify and
      hold
      them harmless from, all claims, liability and costs (including reasonable
      attorneys' fees) arising out of the good faith performance of their duties
      under
      Part B of the Plan.  The Company may obtain and provide for any such
      person, at the Company's expense, liability insurance against liabilities
      imposed on such person by law.

     

    Section
      15.6  Recordkeeping

     

    (a)           The
      Administrator shall maintain suitable records of each Part B Participant's
      Part
      B Account which, among other things, shall show separately deferrals and the
      earnings credited thereon, as well as distributions and withdrawals therefrom
      and records of its deliberations and decisions.

     

    (b)           The
      Administrator shall appoint a secretary, and at its discretion, an assistant
      secretary, to keep the record of proceedings, to transmit its decisions,
      instructions, consents or directions to any interested party, to execute and
      file, on behalf of the Administrator, such documents, reports or other matters
      as may be necessary or appropriate under ERISA and to perform ministerial
      acts.

     

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    (c)           The
      Administrator shall not be required to maintain any records or accounts which
      duplicate any records or accounts maintained by the Company.

     

    Section
      15.7  Statement to Part B Participants

     

    By
      March
      15 of each year, the Administrator shall furnish to each Part B Participant
      a
      statement setting forth the value of the Part B Participant's Part B Account
      as
      of the preceding December 31 and such other information as the Administrator
      shall deem advisable to furnish.

     

    Section
      15.8  Inspection of Records

     

    Copies
      of
      the Plan and records of a Part B Participant's Part B Account shall be open
      to
      inspection by the Part B Participant or the Part B Participant's duly authorized
      representatives at the office of the Administrator at any reasonable business
      hour.

     

    Section
      15.9  Identification of Fiduciaries

     

    The
      Administrator shall be the named fiduciary of Part B of the Plan and, as
      permitted or required by law, shall have exclusive authority and discretion
      to
      operate and administer Part B of the Plan.

     

    Section
      15.10  Procedure for Allocation of Fiduciary
      Responsibilities

     

    (a)           Fiduciary
      responsibilities under Part B of the Plan are allocated as follows:

     

    (i)           The
      sole duties, responsibilities and powers allocated to the Board, any Committee
      and any fiduciary shall be those expressly provided in the relevant Sections
      of
      Part B of the Plan.

     

    (ii)           All
      fiduciary duties, responsibilities, and powers not allocated to the Board,
      any
      Committee or any fiduciary, are hereby allocated to the Administrator, subject
      to delegation.

     

    (b)           Fiduciary
      duties, responsibilities and powers under Part B of the Plan may be reallocated
      among fiduciaries by amending the Plan in the manner prescribed in Section
      16.6,
      followed by the fiduciaries' acceptance of, or operation under, such amended
      Plan.

     

    Section
      15.11  Claims Procedure

     

    (a)           Any
      Part B Participant or Beneficiary has the right to make a written claim for
      benefits under Part B of 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:

     

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

                                  (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

     

    (v)  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 Section 15.11(a) 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, 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, 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
      or
      its delegate determines that special circumstances require an extension of
      time
      for reviewing the appeal, in which event:

     

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    (i)           written
      notice of the extension shall be given by the Board 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 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 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 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 or its delegate upholds the denial, the written notice of decision from
      the Board 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.

     

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    Section
      15.12  Conflicting Claims

     

    If
      the
      Administrator is confronted with conflicting claims concerning a Part B
      Participant's Part B Account, the Administrator may interplead the claimants
      in
      an action at law, or in an arbitration conducted in accordance with the rules
      of
      the American Arbitration Association, as the Administrator shall elect in its
      sole discretion, and in either case, the attorneys' fees, expenses and costs
      reasonably incurred by the Administrator in such proceeding shall be paid from
      the Part B Participant's Part B Account.

     

    Section
      15.13  Service of Process

     

    The
      Secretary of Computer Sciences Corporation is hereby designated as agent of
      the
      Plan for the service of legal process.

     

    ARTICLE
      XVI

     

    MISCELLANEOUS
      PROVISIONS

     

    Section
      16.1  Termination of Part B of the Plan

     

    (a)           While
      Part B of the Plan is intended as a permanent program, the Board shall have
      the
      right at any time to declare Part B of the Plan terminated completely as to
      the
      Company or as to any group, division or other operational unit thereof or as
      to
      any affiliate thereof.

     

    (b)           Discharge
      or layoff of any Employees without such a declaration shall not result in a
      termination of Part B of the Plan.

     

    (c)           Subject
      to Section 16.1(d), in the event of any termination, the Board, in its sole
      and
      absolute discretion may elect to:

     

    (i)           maintain
      Part B Participants' Part B Accounts, payment of which shall be made in
      accordance with Articles XIII and XIV; or

     

    (ii)           to
      the extent permissible under Section 409A without the imposition of the Section
      409A Taxes, liquidate all of Part B of the Plan and distribute each Part B
      Participant's Part B Account in a lump sum or in installments; provided that
      all
      such distributions (i) commence no earlier than the date that is twelve
      (12) months following the date of such termination (or such earlier date
      permitted under Section 409A without the imposition of the Section 409A Taxes)
      and (ii) are completed by the date that is twenty-four (24) months
      following the date of such termination (or such later date permitted under
      Section 409A without the imposition of the Section 409A Taxes).

     

    (d)           Notwithstanding
      anything herein to the contrary, to the extent permitted under Section 409A
      without the imposition of the Section 409A Taxes, the Board (including the
      board
      of directors of any successor to the Company) shall have the right at any time
      within the period beginning thirty (30) days prior to a Change in Control and
      ending twelve (12) months following a Change in Control, to completely terminate
      Part B of this Plan.  In the event of a Plan termination pursuant to
      this Section 16.1(d), the Administrator shall liquidate all of Part B of this
      Plan and distribute each Part B Participant's Part B Account in a lump sum
      or in
      installments; provided that all such distributions are completed by the date
      that is thirty (30) days following the date of such termination.

     

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

     

    Section
      16.2  Limitation on Rights of Part B Participants

     

    The
      Plan
      is strictly a voluntary undertaking on the part of the Company and shall not
      constitute a contract between the Company and any Employee or any Nonemployee
      Director, or consideration for, or an inducement or condition of, the employment
      of an Employee or service of a Nonemployee Director.  Nothing
      contained in Part B of the Plan shall give any Employee or Nonemployee Director
      the right to be retained in the service of a Company or to interfere with or
      restrict the right of the Company, which is hereby expressly reserved, to
      discharge or retire any Employee or Nonemployee Director, except as otherwise
      provided by a written employment agreement between the Company and the Employee
      or Nonemployee Director, at any time without notice and with or without
      cause.  Inclusion under Part B of the Plan will not give any Employee
      or Nonemployee Director any right or claim to any benefit hereunder except
      to
      the extent such right has specifically become fixed under the terms of Part
      B of
      the Plan.  The doctrine of substantial performance shall have no
      application to Employees, Nonemployee Directors, Part B Participants or any
      other persons entitled to payments under Part B of the Plan.

     

    Section
      16.3  Consolidation or Merger; Adoption of Plan by Other
      Companies

     

    (a)           In
      the event of the consolidation or merger of the Company with or into any other
      entity, or the sale by the Company of substantially all of its assets, the
      resulting successor may continue Part B of the Plan by adopting it in a
      resolution of its Board of Directors.  If within 90 days from the
      effective date of such consolidation, merger or sale of assets, such successor
      corporation does not adopt Part B of the Plan, Part B of the Plan shall be
      terminated in accordance with Section 16.1.

     

    (b)           There
      shall be no merger or consolidation with, or transfer of the liabilities of
      Part
      B of the Plan to, any other plan unless each Part B Participant in Part B of
      the
      Plan would have, if the combined or successor plans were terminated immediately
      after the merger, consolidation, or transfer, an account which is equal to
      or
      greater than his or her corresponding Part B Account under Part B of the Plan
      had Part B of the Plan been terminated immediately before the merger,
      consolidation or transfer.

     

    Section
      16.4  Errors and Misstatements

     

    In
      the
      event of any misstatement or omission of fact by a Part B Participant to the
      Administrator or any clerical error resulting in payment of benefits in an
      incorrect amount, the Administrator shall promptly cause the amount of future
      payments to be corrected upon discovery of the facts and shall cause the Company
      to pay the Part B Participant or any other person entitled to payment under
      Part
      B of the Plan any underpayment in cash in a lump sum, or to recoup any
      overpayment from future payments to the Part B Participant or any other person
      entitled to payment under Part B of the Plan in such amounts as the
      Administrator shall direct, or to proceed against the Part B Participant or
      any
      other person entitled to payment under Part B of the Plan for recovery of any
      such overpayment.

     

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

     

    Section
      16.5  Payment on Behalf of Minor, Etc.

     

    In
      the
      event any amount becomes payable under Part B of the Plan to a minor or a person
      who, in the sole judgment of the Administrator, is considered by reason of
      physical or mental condition to be unable to give a valid receipt therefor,
      the
      Administrator may direct that such payment be made to any person found by the
      Administrator in its sole judgment, to have assumed the care of such minor
      or
      other person.  Any payment made pursuant to such determination shall
      constitute a full release and discharge of the Company, the Board, the
      Administrator, the Committee and their officers, directors and
      employees.

     

    Section
      16.6  Amendment of Plan

     

    The
      Plan
      may be wholly or partially amended by the Board from time to time, in its sole
      and absolute discretion, including prospective amendments which apply to amounts
      held in a Part B Participant's Part B Account as of the effective date of such
      amendment and including retroactive amendments necessary to conform to the
      provisions and requirements of ERISA or the Code; provided, however, that no
      amendment shall decrease the amount of any Part B Participant's Part B Account
      as of the effective date of such amendment.  Notwithstanding the
      foregoing, Section 16.7 shall not be amended in any respect on or after a Change
      in Control and no amendment to this Plan shall reduce, limit or eliminate any
      rights of a Part B Participant to distributions pursuant to Article XIV for
      deferrals for which elections under Article XI occurred prior to the effective
      date of the amendment, without the Part B Participant’s prior written consent,
      except for amendments necessary to conform to the provisions and requirements
      of
      ERISA or the Code.

     

    Section
      16.7  Funding

     

    (a)           Subject
      to Section 16.7(b), all benefits payable under Part B of the Plan will be paid
      from the general assets of the Company and no Part B Participant or beneficiary
      shall have any claim against any specific assets of the Company.

     

    (b)           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 Part B of the 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 benefits payments under the
      terms of Part B of the Plan to the extent such benefits are not paid from the
      trust.  Notwithstanding anything herein or in any trust agreement to
      the contrary, in no event shall (i) assets of the Company or any affiliate
      be
      set aside or reserved (directly or indirectly) in a trust or transferred to
      such
      a trust for purposes of paying deferred amounts and earnings thereon for an
      “applicable covered employee” (as defined in Section 409A(b)(3)(D)(i) of the
      Code) under Part B of the Plan during any “restricted period” (as defined in
      Section 409A(b)(3)(B) of the Code), or (ii) any assets of the Company, any
      affiliate or any trust described in this paragraph become restricted to the
      provision of benefits under Part B of the Plan in connection with a “restricted
      period” (as defined in Section 409A(b)(3)(B) of the Code); in each case, unless
      otherwise permitted under Section 409A(b)(3) of the Code without the imposition
      of any Section 409A Taxes.

     

     

    
      
        
        

      

      
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    Section
      16.8  Governing Law

     

    The
      Plan
      shall be construed, administered and governed in all respects under and by
      the
      laws of the State of California, except to the extent such laws may be preempted
      by ERISA.

     

    Section
      16.9  Pronouns and Plurality

     

    The
      masculine pronoun shall include the feminine pronoun, and the singular the
      plural where the context so indicates.

     

    Section
      16.10  Titles

     

    Titles
      are provided herein for convenience only and are not to serve as a basis for
      interpretation or construction of Part B of the Plan.

     

    Section
      16.11  References

     

    Unless
      the context clearly indicates to the contrary, a reference to a statute,
      regulation or document shall be construed as referring to any subsequently
      enacted, adopted or executed statute, regulation or document.

     

     

    
      
        
        

      

      
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