exhibit10-2_120407.htm


    EXHIBIT
      10.2

    


    COMPUTER
      SCIENCES CORPORATION

    SUPPLEMENTAL
      EXECUTIVE RETIREMENT PLAN No. 2

     

    AND
      SUMMARY PLAN DESCRIPTION

     

    
      Effective
        as of December 3, 2007

       

       

      ARTICLE I

       

       Purpose

       

    

    The
      purpose of this Computer Sciences Corporation Supplemental Executive Retirement
      Plan No. 2 (“SERP No. 2”) is to provide retirement benefits
      to designated officers and key executives of Computer Sciences Corporation
      (the
“Company”).  This document is also intended to constitute the Summary
      Plan Description for this SERP No. 2.

     

    It
      is
      intended that this SERP No. 2 be a plan “for a select group of
      management or highly compensated employees” as set forth in Section 201(2),
      301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974,
      as amended (“ERISA”), and is not intended to comply with the requirements of
      Section 401(a) of the Internal Revenue Code of 1986, as amended
      (“Code”).  This SERP No. 2 is intended to reflect the
      provisions of Section 409A of the Code, and shall be interpreted
      accordingly.

     

    Subject
      to Article X hereof, benefits under this SERP No. 2 shall be
      payable solely from the general assets of the Company and no Participant or
      other person shall be entitled to look to any source for payment of such
      benefits other than the general assets of the Company.

                                      

    ARTICLE
      II

     

    
      Effective
        Date

    

     

        This
      SERP No. 2 was effective as of October 28, 2007, and is hereby amended
      and restated effective as of December 3, 2007.  This
      SERP No. 2 is a successor plan to the Computer Sciences Corporation
      Supplemental Executive Retirement Plan (“SERP No. 1”), except with
      respect to the Part A Excess Benefit and Part B Excess Benefit provided for
      under SERP No. 1.  Participants in this SERP No. 2
      shall not be entitled to any benefits under SERP No. 1.

     

    ARTICLE
      III

     

    Participants

     

    No
      person
      shall be a Participant in this SERP No. 2 unless (a) such
      individual is specifically designated as such by the Compensation Committee
      of
      the Board of Directors of the Company (the “Committee”) and (b) such
      individual has consented to be governed by the terms of this
      SERP No. 2 by execution of a written instrument in form satisfactory
      to the Committee.

     

    ARTICLE
      IV

     

    
      SERP No. 2
        Benefits

    

     

    (a)  A
      Participant who has a “separation from service” (as defined under Section 409A
      of the Internal Revenue Code of 1986, as amended (the “Code”)) for any reason
      from the Company (“Separation from Service”) on or after attaining age sixty-two
      (62) with at least twelve (12) years of Continuous Service shall receive a
      monthly amount (the “SERP No. 2 Benefit”) equal to (i) one-twelfth
      (1/12) of fifty percent (50%) of the Participant’s Final Average Pay (as defined
      below), minus (ii) the Participant’s Other Company-Provided Defined
      Benefit Offset (as defined below).

     

    (b)  A
      Participant’s “Other Company-Provided Defined Benefit Offset” is equal to the
      amount that the Participant is entitled to receive on a periodic basis, for
      life
      (calculated on a monthly basis, regardless of the actual form of payment of
      the
      benefit), from governmental or private pension or defined benefit pension plans
      or similar vehicles, whether or not maintained within the United States
      (collectively, the “Defined Benefit Plans”), but only to the extent attributable
      to contributions or funding by the Company or any of its
      affiliates.

     

    (c)  The
      “Defined Benefit Plans” shall include, without limitation, the U.S. Social
      Security System, the Computer Sciences Corporation Pension Plan (the “Pension
      Plan”), the Computer Sciences Corporation Excess Plan (the “Excess Plan”) and
      any similar governmental or private pension plan or program maintained outside
      of the United States.  If a Participant participates or has
      participated in the U.S. Social Security System, the Pension Plan and the Excess
      Plan, but no other Defined Benefit Plans, then the Participant’s Other
      Company-Provided Defined Benefit Offset would be equal to the sum of
      (1) the Social Security Offset (as defined below), plus (2) the
      monthly amount that the Participant is entitled to receive as a single life
      annuity under the Pension Plan, determined as of the date the Participant is
      first eligible to commence benefits under the Pension Plan, plus (3) any
      monthly benefit that the Participant is entitled to receive as a single life
      annuity under Appendix M or Appendix N of the Pension Plan, determined
      as of the date the Participant is first eligible to commence benefits under
      the
      Pension Plan, plus (4) the monthly amount the Participant is entitled to
      receive under the Excess Plan, determined as of the date the Participant is
      first eligible to commence benefits under the Pension Plan.

     

    (d)  Payment
      of the SERP No. 2 Benefit shall commence on the first day of the
      calendar month that is on or immediately after a Participant’s Separation from
      Service date, subject to Article XXII hereof.  The
      SERP No. 2 Benefit shall be paid monthly in the form of a life
      annuity.

     

    (e)  A
      Participant who has a Separation from Service prior to attaining age sixty-two
      (62) shall only receive the SERP No. 2 Benefit if he or she is
      entitled to an early retirement benefit pursuant to Article V, a
      pre-retirement death benefit pursuant to Article VII or a disability
      benefit pursuant to Article VIII.  The SERP No. 2
      Benefit will be proportionately reduced pursuant to paragraph (g) below if
      the Participant has a Separation from Service prior to attaining age sixty-two
      (62) and/or with fewer than twelve (12) years of Continuous
      Service.

     

    (f)  For
      purposes of this SERP No. 2, the “Social Security Offset” is an amount
      equal to 50% of the primary monthly social security benefit paid or payable
      to
      the Participant at the time benefits commence under this SERP No. 2,
      whether or not the Participant is denied social security benefits because of
      other income or voluntarily forgoes social security income.  However,
      where a Participant commences to receive benefits under this
      SERP No. 2 prior to attaining the minimum age (the “Minimum Social
      Security Age”) at which he will be entitled to commence receiving social
      security benefits (currently age sixty-two (62)), the Social Security Offset
      will equal 50% of the amount of social security benefits it is estimated the
      Participant would be entitled to receive monthly upon attainment of the Minimum
      Social Security Age.  This estimated social security benefit will be
      calculated based on the Participant’s compensation through his Separation from
      Service date as though he were the Minimum Social Security Age on such date,
      and
      in accordance with social security rules in effect at the time of his Separation
      from Service.

     

    (g)  The
      term
“Final Average Pay” means the sum of (i) the average annual base salary
      earned by a Participant during the Highest 3 Fiscal Years (as defined below),
      plus (ii) the lesser of (1) the average annual bonus (not
      including any long-term incentive or other type of special compensation) earned
      by a Participant during the Highest 3 Fiscal Years or (2) the Bonus Cap (as
      defined below) multiplied by the average annual base salary rate in effect
      on
      the last day of each of the Highest 3 Fiscal Years.  The term “Highest
      3 Fiscal Years” means the three (3) fiscal years during the Last 5 Fiscal Years
      in which a Participant’s Compensation (as defined below) was the highest (as
      compared to the other of the Last 5 Fiscal Years).  The term
“Compensation” means the base salary and annual bonus earned by a Participant
      exclusive of overtime, long-term incentive or any other type of special
      compensation.  The term “Last 5 Fiscal Years” means the last five (5)
      fiscal years of the Company which end on or prior to the date of a Participant’s
      Separation from Service and for which the Participant's annual bonus is
      determined on or prior to such Separation from Service date.  The
“Bonus Cap” shall  initially be equal to 100%, subject to increase
      (but not decrease) by resolution of the Committee.

     

    (h)  Unless
      otherwise determined in writing with respect to a Participant by the Committee,
      the term “Continuous Service” means the period of service without interruption
      of a person commencing as of the date of hire of such person by the Company
      and
      ending on the date of Separation from Service.

     

    (i)  If
      a
      Participant has a Separation from Service prior to attaining age sixty-two
      (62)
      or with fewer than twelve (12) years of Continuous Service, then the
      Participant’s SERP No. 2 Benefit (i) shall be proportionately
      reduced by five percent (5%) for each year under age sixty-two (62), unless
      the
      Participant’s age plus years of Continuous Service equals or exceeds 85, in
      which case the SERP No. 2 Benefit shall be proportionately reduced by
      two and one half percent (2.5%) for each year under age sixty-two (62), and
      (ii)  shall be further reduced by 1/12 for each year under twelve (12)
      years of Continuous Service, pro-rated, in each case, on a completed-months
      basis.

     

    By
      way of
      example, assume that a Participant has a Separation from Service at age
      sixty-one (61) and four (4) completed months, with ten (10) years and one (1)
      completed month of Continuous Service.  Assume further that the
      Participant has Final Average Pay of $800,000 and Other Company-Provided Defined
      Benefit Offset of $12,000 per month.  The monthly benefit determined
      under this Article IV would be equal to $21,333 (one-twelfth (1/12) of fifty
      percent (50%) of $800,000, or $33,333, minus $12,000), reduced by 3.33% (1/12
      of
      5% for each of the eight months under age sixty-two (62)) to $20,623, and
      further reduced by 15.97% (1/12 of 1/12 for each of the twenty-three (23) months
      under twelve (12) years of Continuous Service) to $17,330.

     

    (j)  Unless
      expressly determined to the contrary in writing by the Committee, no period
      of
      service completed by a person after attainment of age sixty five (65) and no
      adjustment to any person’s Compensation which occurs after attainment of age
      sixty five (65) shall be taken into account in computing benefits
      hereunder.

     

    ARTICLE
      V

     

    
      Early
        Retirement Benefits

    

     

    A
      Participant whose Separation from Service occurs prior to attaining age
      sixty-two (62), but on or after attaining age fifty-five (55), and who, at
      the
      time of such Separation from Service, has at least 10 years of Continuous
      Service will be entitled to an early retirement benefit under this
      SERP No. 2, payable monthly as calculated in accordance with the
      provisions of Article IV.

     

    ARTICLE
      VI

     

    
      Form
        of Benefit Payments

    

     

    Except
      as
      provided in Articles VIl and XI, benefits payable based on the calculations
      in Article IV shall be paid monthly for the life-time of the
      Participant.  Except as provided in Articles VIl and XI, if the
      Participant is married at the time payment of the SERP No. 2 Benefit
      commences, then, upon the death of the Participant, the individual who was
      the
      Participant’s spouse at the time payment of the SERP No. 2 Benefit
      commenced shall be paid, for the lifetime of such spouse, a SERP No. 2
      Benefit equal to fifty percent (50%) of the Participant’s SERP No. 2
      Benefit.

     

    ARTICLE
      VII

     

    
      Pre-Retirement
        Death Benefits

       

    

    In
      the
      event of the death of a Participant while employed by the Company, the
      Participant’s designated beneficiary or spouse at the time of death, as
      applicable, shall be entitled to the greater of (as determined by the
      Administrator on an actuarial equivalence basis at the time of the Participant’s
      death):

     

    (a)  a
      lump
      sum death benefit in an amount equal to two (2) times the Participant’s annual
      base salary rate as in effect at the time of the Participant’s death, payable
      within thirty (30) days of the Participant’s death to the Participant’s
      designated beneficiary or, if no such beneficiary is then living or no such
      beneficiary can be located, to the Participant’s estate’; or

     

    (b)  the
      Participant’s spouse shall receive the spousal benefit described in Article VI
      above, calculated as of the date of Participant’s death.

     

    In
      the
      event a Participant is not married at the time of Participant’s death, a lump
      sum pre-retirement death benefit shall be payable in accordance with
      paragraph (a) above.

     

    ARTICLE
      VIII

     

    
      Disability
        Benefits

    

     

    A
      disability benefit is payable under this SERP No. 2, as
      follows:

     

    (a)  If
      a
      Participant has a Separation from Service by reason of Permanent Disability
      (as
      hereinafter defined) prior to attaining age sixty-two (62), then the Participant
      shall, subject to Article XXII, commence to receive a benefit under
      Article IV, as calculated thereunder as of the Separation from Service
      date.

     

    (b)  “Permanent
      Disability” means the inability to engage in any substantial gainful activity by
      reason of any medically determinable physical or mental impairment which can
      be
      expected to result in death or which has lasted or can be expected to last
      for a
      continuous period of not less than twelve (12) months, unless a different
      definition applies for a Participant in an employment agreement approved by
      the
      Committee, in which case that different definition shall also apply to this
      SERP No. 2.  The Participant shall not be deemed to have a
      Permanent Disability until proof of the existence thereof shall have been
      furnished to the Board of Directors of the Company in such form and manner,
      and
      at such times, as the Board of Directors may require.  Any
      determination by the Board of Directors of the Company that the Participant
      does
      or does not have a Permanent Disability shall be final and binding upon the
      Company and the Participant.

     

    ARTICLE
      IX

     

    
      Right
        to Amend, Modify, Suspend or Terminate Plan

    

     

    By
      action
      of the Company’s Board of Directors, the Company may amend, modify, suspend or
      terminate this SERP No. 2 without further liability to any employee or
      former employee or any other person.  Notwithstanding the preceding
      sentence, this SERP No. 2 may not be amended, modified, suspended or
      terminated as to a Participant with respect to benefits already accrued without
      the express written consent of such Participant.  Notwithstanding
      anything herein to the contrary, termination of this SERP No. 2 shall
      not be a distribution event for any benefits provided hereunder unless permitted
      under Section 409A of the Code without the imposition of any additional taxes
      or
      penalties under Section 409A of the Code.

     

    Following
      a Change in Control (as defined in below), this SERP No. 2 may not be
      amended, modified, suspended or terminated as to any Participant who was a
      Participant prior to such Change in Control, without the express written consent
      of such Participant.

     

    ARTICLE
      X

     

    
      Change
        in Control

    

     

    The
      term
“Change in Control” means the consummation of a “change in the ownership” of the
      Company, a “change in effective control” of the Company or a “change in the
      ownership of a substantial portion of the assets” of the Company, in each case,
      as defined under Section 409A of the Code.

     

    In
      the
      event a Participant who was a Participant as of the date of a Change in Control
      either (a) has an involuntary Separation from Service for any reason
      (which, for purposes of this Article X, shall include a voluntary
      Separation from Service for Good Reason, as hereinafter defined) within
      thirty-six full calendar months following such Change in Control, or
      (b) has a voluntary Separation from Service for any reason other than Good
      Reason (including the death of the Participant) more than twelve (12) full
      calendar months after, but within thirty-six (36) full calendar months
      following, such Change in Control, such Participant’s SERP No. 2
      Benefit under Article IV shall be calculated as if, on the date of such
      Separation from Service, the Participant (i) had completed a number of
      years of Continuous Service equal to the greater of twelve (12) or the actual
      number of years of his or her Continuous Service, and (ii) had attained an
      age equal to the greater of sixty-two (62) or his or her actual
      age.

     

    For
      purposes of this SERP No. 2, a Participant’s voluntary Separation from
      Service shall be deemed to be for “Good Reason” if it occurs within six months
      of any of the following without the Participant’s express written
      consent:

     

    (i)  a
      substantial change in the nature, or diminution in the status, of the
      Participant’s duties or position from those in effect immediately prior to the
      Change in Control;

     

    (ii)  a
      reduction by the Company in the Participant’s annual base salary as in effect on
      the date of a Change in Control or as in effect thereafter if such compensation
      has been increased and such increase was approved prior to the Change in
      Control;

     

    (iii)  a
      reduction by the Company in the overall value of benefits provided to the
      Participant, as in effect on the date of a Change in Control or as in effect
      thereafter if such benefits have been increased and such increase was approved
      prior to the Change in Control (as used herein, “benefits” shall include all
      profit sharing, retirement, pension, health, medical, dental, disability,
      insurance, automobile, and similar benefits);

     

    (iv)  a
      failure
      to continue in effect any stock option or other equity-based or non-equity
      based
      incentive compensation plan in effect immediately prior to the Change in
      Control, or a reduction in the Participant’s participation in any such plan,
      unless the Participant is afforded the opportunity to participate in an
      alternative incentive compensation plan of reasonably equivalent
      value;

     

    (v)  a
      failure
      to provide the Participant the same number of paid vacation days per year
      available to him prior to the Change in Control, or any material reduction
      or
      the elimination of any material benefit or perquisite enjoyed by the Participant
      immediately prior to the Change in Control;

     

    (vi)  relocation
      of the Participant’s principal place of employment to any place more than 35
      miles from the Participant’s previous principal place of
      employment;

     

    (vii)  any
      material breach by the Company of any stock option or restricted stock
      agreement; or

     

    (viii)  conduct
      by the Company, against the Participant’s volition, that would cause the
      Participant to commit fraudulent acts or would expose the Participant to
      criminal liability;

     

    provided
      that for purposes of clauses (b) through (e) above, “Good Reason” shall not
      exist (A) if the aggregate value of all salary, benefits, incentive
      compensation arrangements, perquisites and other compensation is reasonably
      equivalent to the aggregate value of salary, benefits, incentive compensation
      arrangements, perquisites and other compensation as in effect immediately prior
      to the Change in Control, or as in effect thereafter if the aggregate value
      of
      such items has been increased and such increase was approved prior to the Change
      in Control, or (B) if the reduction in aggregate value is due to reduced
      performance by the Company, the business unit of the Company for which the
      Participant is responsible, or the Participant, in each case applying standards
      reasonably equivalent to those utilized by the Company prior to the Change
      in
      Control.

     

    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 this SERP No. 2 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 supplemental
      pension payments under the terms of this SERP No. 2 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 this SERP No. 2 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 this
      SERP No. 2 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 of the Code.

     

    ARTICLE
      XI

     

    Lump-Sum
      Acceleration

     

    (a)  Within
      30
      days after an individual first becomes a Participant (or no later than December
      31, 2007 for individuals who became Participants on or prior to that date),
      each
      Participant shall have the opportunity to irrevocably elect to receive a lump
      sum payment, in an amount determined under this Article XI under the
      circumstances described herein.  In the event that a Change in Control
      occurs and the Participant has a Separation from Service for any reason prior
      to
      the Change in Control, or has a Separation from Service for any reason prior
      to
      the third anniversary of such Change in Control, then the lump sum payment
      pursuant to this Article XI shall become payable within thirty (30) days
      after the latest of (i) January 2, 2008, (ii) the date of such Change
      in Control or (iii) the date of the Participant’s Separation from Service
      (the “Commencement Date”), in each case, subject to Article XXII
      hereof.

     

    (b)  The
      lump
      sum payment shall equal the lump sum value of the Participant’s and/or the
      Participant’s surviving spouse’s, as applicable, remaining SERP No. 2
      Benefit as of the Commencement Date (the “Remaining Benefit”).  The
      Remaining Benefit with respect to the spousal benefit that otherwise would
      have
      become payable under Article VI upon the death of the Participant in the
      event that the Commencement Date occurs during the lifetime of the Participant,
      shall be the actuarial equivalent at the Commencement Date of the spousal
      benefit that otherwise would have become payable under Article VI as
      determined under the basis required under Section 417(e) of the Code at the
      Commencement Date for determining lump sums under qualified plans.

     

    (c)  The
      lump
      sum value of the Remaining Benefit shall be computed by using the present value
      basis as is required under Section 417(e) of the Code at the Commencement
      Date for determining lump sums under qualified plans.

     

    ARTICLE
      XII

     

    
      No
        Assignment

    

     

    Benefits
      under this SERP No. 2 may not be assigned or alienated and shall not
      be subject to the claims of any creditor.

     

    ARTICLE
      XIII

     

    
      Administration

    

     

    This
      SERP No. 2 shall be administered by the Committee or by such other
      person or persons to whom the Committee may delegate functions hereunder (the
      “Administrator”).  With respect to all matters pertaining to this
      SERP No. 2, the determination of the Administrator shall be conclusive
      and binding.

     

    ARTICLE
      XIV

     

    
      Release

    

     

    In
      connection with any benefit or benefit payment under this SERP No. 2,
      or the designation of any beneficiary or any election or other action taken
      or
      to be taken under this SERP No. 2 by any Participant or any other
      person, the Company may require such consents or releases as are reasonable
      under the circumstances, and further may require any such designation, election
      or other action to be in writing and in form reasonably satisfactory to the
      Company.

     

    ARTICLE
      XV

     

    
      No
        Waiver

       

    

    The
      failure of the Company, the Committee or any other person acting on behalf
      thereof to demand a Participant or other person claiming rights with respect
      to
      a Participant to perform any act which such person is or may be required to
      perform hereunder shall not constitute a waiver of such requirement or a waiver
      of the right to require such act.  The exercise of or failure to
      exercise any discretion reserved to the Company, the Committee or its delegate,
      to grant or deny any benefit to any Participant or other person under this
      SERP No. 2 shall in no way require the Company, the Committee or its
      delegate to similarly exercise or fail to exercise such discretion with respect
      to any other Participant.

     

    ARTICLE
      XVI

     

    
      No
        Contract

    

     

    This
      SERP No. 2 is strictly a voluntary undertaking on the part of the
      Company and, except with respect to the obligations of the Company upon and
      following a Change in Control, which shall be absolute and unconditional, shall
      not be deemed to constitute a contract or part of a contract between the Company
      (or an affiliate) and any employee or other person, nor shall it be deemed
      to
      give any employee the right to be retained for any specified period of time
      in
      the employ of the Company (or an affiliate) or to interfere with the right
      of
      the Company (or an affiliate) to discharge or retire any employee at any time,
      nor shall this SERP No. 2 interfere with the right of the Company (or
      an affiliate) to establish the terms and conditions of employment of any
      employee.

     

    ARTICLE
      XVII

     

    
      Indemnification

       

    

    The
      Company shall defend, indemnify and hold harmless the officers and directors
      of
      the Company acting in their capacity as such (and not as Participants herein)
      from any and all claims, expenses and liabilities arising out of their actions
      or failure to act hereunder, excluding fraud or willful misconduct.

     

    ARTICLE
      XVIII

     

    
      Claim
        Review Procedure

    

     

    Benefits
      will be provided to each Participant or beneficiary as specified in this
      SERP No. 2.

     

    (a)           If
      such person (a “Claimant”) believes that the Claimant has not been provided with
      benefits due under this SERP No. 2, then the Claimant has the right to
      make a written claim for benefits under 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.

            


    

     

    (b)           The
      written notice of any claim denial pursuant to paragraph (a) of this
      Article XVII 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 of Directors of the Company, 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 of Directors of the Company, 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 of Directors of the Company 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 of Directors
                of the
                Company 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 of Directors
                of the
                Company 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 of Directors
      of
      the Company 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 of Directors of the Company 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 of Directors of the Company or its
      delegate upholds the denial, the written notice of decision from the Board
      of
      Directors of the Company 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.

     

    ARTICLE
      XIX

     

    
      Termination
        of Benefits and Participation

    

     

    Prior,
      but only prior to a Change in Control, the benefits payable to any Participant
      under this SERP No. 2, and the participation of such Participant in
      this SERP No. 2, may be terminated if in the judgment of the Board of
      Directors of the Company, upon the advice of counsel, such Participant, directly
      or indirectly:

     

    (a)  breaches
      any obligation to the Company under any agreement relating to assignment of
      inventions, disclosure of information or data, or similar matters;
      or

     

    (b)  competes
      with the Company, or renders competitive services (as a director, officer,
      employee, consultant or otherwise) to, or owns more than a 5% interest in,
      any
      person or entity that competes with the Company; or

     

    (c)  solicits,
      diverts or takes away any person who is an employee of the Company or advises
      or
      induces any employee to terminate his or her employment with the Company;
      or

     

    (d)  solicits,
      diverts or takes away any person or entity that is a customer of the Company,
      or
      advises or induces any customer or potential customer not to do business with
      the Company; or

     

    (e)  discloses
      to any person or entity other than the Company, or makes any use of, any
      information relating to the technology, know-how, products, business or data
      of
      the Company or its subsidiaries, suppliers, licensors or customers, including
      but not limited to the names, addresses and special requirements of the
      customers of the Company.

     

    ARTICLE
      XX

     

    Hardship
      Withdrawal

     

    (i)  This
      Article XX is applicable only to Participants who have commenced receiving
      retirement benefits under this SERP No. 2.

     

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

     

    (iii)  Whether
      a
      Participant has incurred a Hardship shall be determined by the person designated
      to administer this SERP No. 2 on the basis of all relevant facts and
      circumstances and in accordance with nondiscriminatory and objective standards,
      uniformly interpreted and consistently applied.

     

    (iv)  A
      Participant may make a withdrawal pursuant to this Article XX, in the form
      of a
      lump sum, on account of the Participant's Hardship, only to the extent that
      the
      Hardship is not otherwise relievable:

     

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

     

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

     

    (v)  The
      amount of the lump sum hardship withdrawal shall not exceed (i) the current
      lump sum value of the remaining benefits otherwise due, as determined
      immediately prior to the hardship distribution, and as determined by using
      the
      methodology described in paragraphs (b) and (c) of Article XI or
      (ii) 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).

     

    (vi)  If
      a
      hardship lump sum distribution is made to a Participant, the amount of future
      benefits under this SERP No. 2 shall be reduced, as
      follows:

     

    (1)  First,
      the current lump sum value of the benefits otherwise due shall be determined
      immediately prior to the hardship distribution by using the methodology
      described in paragraphs (b) and (c) of Article XI.

     

    (2)  Second,
      the amount of the lump sum hardship distribution to be made shall be subtracted
      from the amount so determined.  The resulting net amount is called the
“Resulting Net Value.”

     

    (3)  Third,
      all future benefit payments shall be adjusted downward, to an amount that has
      a
      lump sum present value equal to the Resulting Net Value.  Such lump
      sum present value shall be calculated using the methodology described in
      paragraphs (b) and (c) of Article XI.

     

    (vii)  The
      provisions of this Article XX shall be equally applicable to Participant’s
      surviving spouse.

     

    ARTICLE
      XXI

     

    Certain
      Further Payments By the Company

     

    (i)  In
      the
      event that any amount or benefit payable to the Participant pursuant to this
      SERP No. 2 (collectively, the “Taxable Benefits”) is subject to the
      tax imposed under Section 3121 of the Code (the “FICA Tax”), or any similar
      tax that may hereafter be imposed, the Company shall pay to the Participant
      at
      the time specified in paragraph (c) below, the Tax Reimbursement Payment
      (as hereinafter defined).  The “Tax Reimbursement Payment” is defined
      as an amount, which when reduced by any FICA Tax paid by the Participant on
      the
      Taxable Benefits (but without reduction for any Federal, state or local income
      taxes on such Taxable Benefits), shall be equal to the amount of any Federal,
      state or local income taxes payable because of the inclusion of the Tax
      Reimbursement Payment in the Participant’s adjusted gross income, by applying
      the highest applicable marginal rate of Federal, state and local income
      taxation, respectively, for the calendar year in which the Tax Reimbursement
      Payment is to be made.

     

    (ii)  For
      purposes of determining the amount of the Tax Reimbursement Payment, the
      Participant shall be deemed:

     

    (1)  to
      pay
      Federal income taxes at the highest applicable marginal rate of Federal income
      taxation for the calendar year in which the Tax Reimbursement Payment is to
      be
      made; and

     

    (2)  to
      pay
      any applicable state and local income taxes at the highest applicable marginal
      rate of taxation for the calendar year in which the Tax Reimbursement Payment
      is
      to be made, net of the maximum reduction in Federal income taxes which could
      be
      obtained from the deduction of such state or local taxes if paid in such year
      (determined without regard to limitations on deductions based upon the amount
      of
      the Participant’s adjusted gross income.)

     

    (iii)  The
      Tax
      Reimbursement Payment attributable to a Taxable Benefit shall be paid to the
      Participant not more than thirty (30) days following the incurrence of the
      FICA
      Tax.  If the amount of such Tax Reimbursement Payment cannot be
      finally determined on or before the date on which payment is due, the Company
      shall pay to the Participant an amount estimated in good faith by the Company
      to
      be the minimum amount of such Tax Reimbursement Payment and shall pay the
      remainder of such Tax Reimbursement Payment as soon as the amount thereof can
      be
      determined.

     

    (iv)  Notwithstanding
      anything in this Article XXI to the contrary, in no event shall the Tax
      Reimbursement Payment exceed the actual amount of the FICA Tax.

     

    ARTICLE
      XXII

     

    
      Certain
        Section 409A Matters

       

    

    Notwithstanding
      anything herein to the contrary: no distributions to a “specified employee” (as
      such term is defined under Section 409A of the Code) under this
      SERP No. 2 that are to be made as a result of the specified employee’s
“separation from service” (as such term is defined under Section 409A of the
      Code) for any reason other than the specified employee’s death or “disability”
(as such term is defined under Section 409A of the Code) shall be made or
      commence prior to the earlier of the date that is six months after the date
      of
      separation from service or, if earlier, the Participant’s death; provided that
      any distributions that otherwise would have been payable during such six-month
      (or shorter) period, plus interest accrued thereon at a rate equal to the
      120-month rolling average yield to maturity of the index called the “Merrill
      Lynch U.S. Corporate, A Rated, 15+ Years Index” as of December 31 of the year
      preceding the year in which payments would otherwise be made or commence, shall
      be distributed in lump sum on the first day following the expiration of such
      six-month (or shorter) period.

     

    The
      “identification date” (as defined under Section 409A of the Code) for purposes
      of identifying specified employees shall be September 30 of each calendar
      year.  Individuals identified on any identification date shall be
      treated as specified employees for the 12-month period beginning on January
      1 of
      the calendar year following the year of the identification date.  In
      determining whether 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.