exhibit10-2_121207.htm


     

    EXHIBIT
      10.2

    


    AMENDMENT
      NO. 1 TO

    SENIOR
      MANAGEMENT AND KEY EMPLOYEE

    SEVERANCE
      AGREEMENT

     

    This
      Amendment No. 1 to Senior Management and Key Employee Severance Agreement
      ("Amendment"), dated as of December 10, 2007, is made and entered into by and
      between Computer Sciences Corporation, a Nevada corporation (the "Company"),
      and
      Michael W. Laphen (the "Executive") for the purpose of amending the Senior
      Management and Key Employee Severance Agreement, dated as of
      August 11, 2003, by and between the Company and the Executive (the
      "Severance Agreement").

     

    WHEREAS,
      the Company and the Executive have entered into a Management Agreement dated
      as
      of September 10, 2007 (the "Management Agreement");

     

    WHEREAS,
      as reflected in Section 6 of the Management Agreement, the Company has
      designated the Executive as a member of Group A under the terms of the Computer
      Sciences Corporation Senior Management and Key Employee Severance Plan,
      effective September 10, 2007 (the "Designation"); and

     

    WHEREAS,
      in order to effectuate the Designation, the Company and the Executive desire
      to
      enter into this Amendment;

     

    NOW,
      THEREFORE, in consideration of the foregoing, and for other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      parties hereto hereby agree that the second and third sentences of Section
      1 of
      the Severance Agreement, which currently read in their entirety as
      follows:

     

    "The
      Executive is hereby designated a member of Group B under the Plan and shall
      be
      entitled to all of the rights and benefits applicable to employees of the
      Company in such Group under the Plan.  The Company agrees to be bound
      by the Plan and to provide to the Executive all of the benefits provided to
      employees of the Company who are members of Group B under the Plan subject
      to
      the terms and conditions of the Plan."

     

    are
      hereby amended to read in their entirety as follows:

     

    "The
      Executive is hereby designated a member of Group A under the Plan and shall
      be
      entitled to all of the rights and benefits applicable to employees of the
      Company in such Group under the Plan.  The Company agrees to be bound
      by the Plan and to provide to the Executive all of the benefits provided to
      employees of the Company who are members of Group A under the Plan subject
      to
      the terms and conditions of the Plan."

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the parties have executed this Amendment as of the date first
      above written.

     

    


    


    


    
      	
              COMPUTER
                SCIENCES CORPORATION

            	 	
                      EXECUTIVE

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
              By:

            	
                /s/
                Hayward D. Fisk

            	 	
                /s/
                Michael W. Laphen

            
	 	
                      Hayward
                D. Fisk

            	 	
                      Michael
                W. Laphen

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	
                      (Address
                for Notice)

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	
                      (Designated
                Beneficiary)

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	
                      (Address
                for Beneficiary)

            


    

    



    
      
         

      

      
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