SECURITIES AND EXCHANGE COMMISSION As filed with the Securities and Exchange 
Commission on February 6, 1996
                                              Registration No. 33-______
=============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                        ---------------------------
                                  FORM S-8
                          REGISTRATION STATEMENT
                     UNDER THE SECURITIES ACT OF 1933

                      COMPUTER SCIENCES CORPORATION
            (Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S>                                              <C>
                  Nevada                             95-2043126
     (State of incorporation or organization)     (I.R.S. Employer
                                                 Identification No.)

     2100 East Grand Avenue
     El Segundo, California                          90245
     (Address of principal executive offices)      (zip code)
</TABLE>
                CSC OUTSOURCING, INC. CUTW HOURLY SAVINGS PLAN
                          (Full Title of the Plan)

                           HAYWARD D. FISK, ESQ.
                Vice President, General Counsel and Secretary
                      Computer Sciences Corporation
                          2100 East Grand Avenue
                      El Segundo, California  90245
                 (Name and Address of Agent For Service)

                              (310) 615-0311
         (Telephone Number, Including Area Code, of Agent For Service)

                      CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                     Proposed        Proposed
                                     Maximum         Maximum
                                     Offering        Aggregate    Amount of
Title of Securities   Amount to be   Price           Offering     Registration
to be Registered      Registered     Per Share       Price        Fee
-------------------   ------------   ---------    --------------  ------------
<S>                   <C>            <C>          <C>             <C>
Common Stock,
par value $1.00(1)       10,000      $77.375(2)     $773,750.00    $266.81
<FN>
(1)  Including the associated preferred stock purchase rights.  In addition, 
pursuant to Rule 416(c) under the Securities Act of 1933, this Registration 
Statement also covers an indeterminate amount of interests to be offered or 
sold pursuant to the employee benefit plan described herein.
(2)  Estimated solely for purposes of calculating the registration fee 
pursuant to Rule 457(h) under the Securities Act of 1933 and based upon the 
average of the high and low prices of the Common Stock on the New York Stock 
Exchange on February 1, 1996.
</TABLE>


<PAGE>


                                  PART I

              INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

Not filed as part of this Registration Statement pursuant to the Note to Part 
I of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

Not filed as part of this Registration Statement pursuant to the Note to Part 
I of Form S-8.


                                  PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents of the Registrant heretofore filed with the Securities 
and Exchange Commission are hereby incorporated in this Registration Statement 
by reference:

  (1)  the Annual Report of the Registrant on Form 10-K for the fiscal year 
ended March 31, 1995, as amended by Amendment No. 1 on Form 10-K/A filed on 
January 26, 1996;

  (2)  the Annual Report of the CSC Outsourcing, Inc. CUTW Hourly Savings Plan 
on Form 11-K for the fiscal year ended December 31, 1995, filed concurrently 
herewith;

  (3)  the Quarterly Reports of the Registrant on Form 10-Q for the fiscal 
quarters ended June 30, 1995 and September 29, 1995;

  (4)  the description of the Common Stock contained in the Registration 
Statement of the Registrant on Form 10, as amended; and

  (5)  the description of the rights to purchase preferred stock contained in 
the Registration Statement of the Registrant on Form 8-A, as amended.

All reports and other documents filed by the Registrant or the CSC 
Outsourcing, Inc. CUTW Hourly Savings Plan after the date hereof pursuant to 
Sections 13(a) or (c), 14 and 15(d) of the Securities Exchange Act of 1934, 
prior to the filing of a post-effective amendment which indicates that all 
securities offered hereunder have been sold or which deregisters all such 
securities then remaining unsold shall be deemed to be incorporated in this 
Registration Statement by reference and to be part hereof from the date of 
filing of such documents.

Item 4.  Description of Securities.

Not applicable.


<PAGE>

Item 5.  Interests of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Directors and Officers.

Section 78.751 of the Nevada General Corporation Law provides that a 
corporation may indemnify any person who was or is a party or is threatened to 
be made a party to any threatened, pending or completed action, suit or 
proceeding, whether civil, criminal, administrative or investigative, by 
reason of the fact that he or she is a director, officer, employee or agent of 
the corporation or is or was serving at the request of the corporation as a 
director, officer, employee or agent of another corporation, partnership, 
joint venture, trust or other enterprise.  A corporation may indemnify any 
such person against expenses (including attorneys' fees), judgments, fines and 
amounts paid in settlement actually and reasonably incurred in connection with 
such action, suit or proceeding if the person identified acted in good faith 
and in a manner he or she reasonably believed to be in or not opposed to the 
best interest of the corporation and, with respect to any criminal action or 
proceeding, had no cause to believe his or her conduct was unlawful.  In the 
case of an action by or in the right of the corporation, no indemnification 
may be made in respect to any claim, issue or matter as to which such person 
shall have been adjudged to be liable to the corporation unless and only to 
the extent that the court in which such action or suit was brought or another 
court of competent jurisdiction shall determine that in view of all the 
circumstances of the case, such person is fairly and reasonably entitled to 
indemnity therefor.  Section 78.751 further provides that to the extent a 
director or officer of a corporation has been successful in the defense of any 
action, suit or proceeding referred to above or in the defense of any claim, 
issue or matter therein, he or she shall be indemnified against expenses 
(including attorneys' fees) actually and reasonably incurred by him or her in 
connection therewith.

The Registrant's Restated Articles of Incorporation, as amended (the 
"Charter"), provide that the Registrant shall, to the fullest extent permitted 
by applicable law, indemnify any person who was or is a party or is threatened 
to be made a party to any action, suit or proceeding of the type described 
above by reason of the fact that he or she is or was or has agreed to become a 
director or officer of the Registrant, or is serving at the request of the 
Registrant as director or officer of another corporation, partnership, joint 
venture, trust, employee benefit plan or other enterprise, provided that with 
respect to any action, suit or proceeding initiated by a director or officer, 
the Registrant shall indemnify such director or officer only if the action, 
suit or proceeding was authorized by the Registrant's Board of Directors or is 
a suit for enforcement of rights to indemnification or advancement of expenses 
in accordance with the procedure therefor prescribed in the Charter.

The Charter also provides that the expenses of directors and officers incurred 
as a party to any threatened, pending or completed action, suit or proceeding, 
whether civil, criminal, administrative or investigative, shall be paid by the 
Registrant as they are incurred and in advance of the final disposition of the 
action, suit or proceeding, provided that if applicable law so requires, the 
advance payment of expenses shall be made only upon receipt by the Registrant 
of an undertaking by or on behalf of the director or officer to repay all 
amounts so advanced in the event it is ultimately determined by a final 
decision, order or decree of a court of competent jurisdiction that the 
director or officer is not entitled to be indemnified for such expenses under 
the Charter.
<PAGE>


The Registrant has entered into Indemnification Agreements with each of its 
directors and officers pursuant to which it has indemnified them against 
expenses incurred in connection with any claims made against them as a result 
of any act, omission, neglect or breach of duty committed or suffered while 
acting as a director or officer of the Registrant, or while serving at the 
request of the Registrant as a director of officer of another corporation, 
partnership, joint venture, trust, employee benefit plan or other enterprise.  
These Indemnification Agreements do not obligate the Registrant to make any 
payment in connection with a claim against a director or officer to the extent 
that: (a) payment is made under an insurance policy, (b) the director or 
officer is otherwise indemnified, (c) the claim is based upon the director or 
officer gaining any improper personal profit or advantage to which he or she 
is not  legally entitled, (d) the claim is for an accounting of profits made 
from the purchase or sale by the director or officer of securities of the 
Registrant within the meaning of Section 16(b) of the Securities Exchange Act 
of 1934 or (e) the claim is brought about or contributed to by the dishonesty 
of the director or officer, but only if a judgment or other final adjudication 
adverse to the director or officer establishes that he or she committed acts 
of active and deliberate dishonesty, with actual dishonest purpose and intent, 
which acts were material to the cause of action so adjudicated.  The 
Indemnification Agreements provide that the costs and expenses incurred by 
directors and officers in defending or investigating any action, suit, 
proceeding or investigation will be paid by the Registrant in advance of the 
final disposition of the matter upon receipt of a written undertaking by or on 
behalf of the director or officer to repay any such amounts if it is 
ultimately determined that he or she is not entitled to indemnification under 
the Indemnification Agreement.  No such advance will be made by the 
Registrant, however, if, within 60 days of a request for such an advance, a 
determination is reasonably made by the Board of Directors or independent 
legal counsel, based upon the facts known at the time, that it is more likely 
than not it will ultimately be determined that the director or officer is not 
entitled to indemnification under the Indemnification Agreement.

The Registrant currently maintains an insurance policy which, within the 
limits and subject to the terms and conditions thereof, covers certain 
expenses and liabilities that may be incurred by directors and officers in 
connection with or as a consequence of certain actions, suits or proceedings 
that may be brought against them as a result of an act or omission committed 
or suffered while acting as a director or officer of the Registrant.
Item 7.  Exemption from Registration Claimed.

Not applicable. 

Item 8.  Exhibits.

4.1    CSC Outsourcing, Inc. CUTW Hourly Savings Plan

4.2    Restated Articles of Incorporation of the Registrant filed with the 
Nevada Secretary of State on November 21, 1988 (incorporated by reference to 
Exhibit III(i) to the Registrant's Annual Report on Form 10-K for the fiscal 
year ended March 31, 1989)

4.3    Amendment to Restated Articles of Incorporation of the Registrant filed 
with the Nevada Secretary of State on August 11, 1992 (incorporated by 



<PAGE>

reference to Appendix B to the Registrant's Proxy Statement for the Annual 
Meeting of Stockholders held on August 10, 1992)

4.4    Bylaws of the Registrant, effective January 31, 1993 (incorporated by 
reference to Exhibit 3.3 to the Registrant's Annual Report on Form 10-K for 
the fiscal year ended March 31, 1995)

4.5    Amended and Restated Rights Agreement, effective October 30, 1995, by 
and between the Registrant and Chemical Mellon Shareholder Services, as 
successor Rights Agent (incorporated by reference to Exhibit 10.27 to the 
Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended 
September 29, 1995)

23.1   Consent of Deloitte & Touche LLP

24     Power of Attorney (included on pages 7 and 8 of this Registration 
Statement)

The undersigned Registrant hereby undertakes to submit the CSC Outsourcing, 
Inc. CUTW Hourly Savings Plan, and any amendments thereto to the Internal 
Revenue Service in a timely manner and to make all changes required by the 
Internal Revenue Service in order to qualify the Plan under Section 401 of the 
Internal Revenue Code.

Item 9.  Undertakings.

  (a)  The undersigned Registrant hereby undertakes: 

    (1)  To file, during any period in which offers or sales are being made, a 
post-effective amendment to this Registration Statement;

      (i)    To include any prospectus required by Section 10(a)(3) of the 
Securities Act of 1933;

      (ii)   To reflect in the prospectus any facts or events arising after 
the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, 
represent a fundamental change in the information set forth in the 
Registration Statement; and

      (iii)  To include any material information with respect to the plan of 
distribution not previously disclosed in the Registration Statement or any 
material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 
the information required to be included in a post-effective amendment by those 
paragraphs is contained in periodic reports filed by the Registrant pursuant 
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are 
incorporated by reference in the Registration Statement.










<PAGE>


    (2)  That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall be deemed to 
be a new registration statement relating to the securities offered therein, 
and the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

    (3)  To remove from registration by means of a post-effective amendment 
any of the securities being registered which remain unsold at the termination 
of the offering.

  (b)  The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of the 
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 
Securities Exchange Act of 1934 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to Section 15(d) of the 
Securities Exchange Act of 1934) that is incorporated by reference in the 
Registration Statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering 
thereof.

  (c)  Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 may be permitted to directors, officers and controlling persons of 
the Registrant pursuant to the foregoing provisions, or otherwise, the 
Registrant has been advised that in the opinion of the Securities and Exchange 
Commission such indemnification is against public policy as expressed in the 
Act and is, therefore, unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than the payment by the 
Registrant of expenses incurred or paid by a director, officer or controlling 
person of the Registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling person in 
connection with the securities being registered, the Registrant will, unless 
in the opinion of its counsel the matter has been settled by controlling 
precedent, submit to a court of appropriate jurisdiction the question whether 
such indemnification by it is against public policy as expressed in the Act 
and will be governed by the final adjudication of such issue.





















<PAGE>


                                  SIGNATURES

The Registrant.  Pursuant to the requirements of the Securities Act of 1933, 
the Registrant certifies that it has reasonable grounds to believe that it 
meets all of the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of El Segundo, State of California, on 
this 5th day of February, 1996.

                             COMPUTER SCIENCES CORPORATION


                             By/s/ VAN B. HONEYCUTT
                                   --------------------
                                   Van B. Honeycutt
                                   President and Chief Executive Officer


                             POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature to this 
Registration Statement appears below hereby constitutes and appoints Van B. 
Honeycutt, Leon J. Level and Hayward D. Fisk, and each of them, as such 
person's true and lawful attorney-in-fact and agent with full power of 
substitution for such person and in such person's name, place and stead, in 
any and all capacities, to sign and to file with the Securities and Exchange 
Commission, any and all amendments and post-effective amendments to this 
Registration Statement, with exhibits thereto and other documents in 
connection therewith, granting unto each said attorney-in-fact and agent full 
power and authority to do and perform each and every act and thing requisite 
and necessary to be done in and about the premises, as fully to all intents 
and purposes as such person might or could do in person, hereby ratifying and 
confirming all that each said attorney-in-fact and agent, or any substitute 
therefor, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration 
Statement has been signed by the following persons in the capacities and on 
the date indicated.

<TABLE>
<CAPTION>
       Signature                    Title                       Date
       ---------                    -----                       ----
<S>                       <C>                               <C>
/s/ VAN B. HONEYCUTT      President, Chief Executive
Van B. Honeycutt          Officer and Director
                          (Principal Executive Officer)     February 5, 1996

/s/ LEON J. LEVEL         Vice President, Chief Financial 
Leon J. Level             Officer and Director
                          (Principal Financial Officer)     February 5, 1996

/s/ DENIS M. CRANE        Vice President and Controller 
Denis M. Crane           (Principal Accounting Officer)     February 5, 1996
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
       Signature                    Title                       Date
       ---------                    -----                       ----
<S>                       <C>                               <C>
/s/ WILLIAM R. HOOVER    Chairman of the Board 
William R. Hoover                                           February 5, 1996

/s/ HOWARD P. ALLEN      Director 
Howard P. Allen                                             February 5, 1996


/s/ IRVING W. BAILEY,II  Director 
Irving W. Bailey, II                                        February 5, 1996

/s/ RICHARD C. LAWTON    Director
Richard C. Lawton                                           February 5, 1996

/s/ F. WARREN McFARLAN   Director
F. Warren McFarlan                                          February 5, 1996

/s/ JAMES R. MELLOR     
James R. Mellor          Director                           February 5, 1996

/s/ ALVIN E. NASHMAN     Director 
Alvin E. Nashman                                            February 5, 1996

</TABLE>


The Plan.  Pursuant to the requirements of the Securities Act of 1933, the 
Computer Sciences Corporation Retirement Plans Committee has duly caused this 
Registration Statement to be signed on behalf of the CSC Outsourcing, Inc. 
CUTW Hourly Savings Plan by the undersigned, thereunto duly authorized, in the 
City of El Segundo, State of California, on this 5th day of February, 1996.

                             CSC OUTSOURCING, INC.
                             CUTW HOURLY SAVINGS PLAN


                             By/s/ LEON J. LEVEL
                                   -----------------------
                                   Leon J. Level, Chairman
                                   Computer Sciences Corporation
                                   Retirement Plans Committee














<PAGE>


                                EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No.     Description
-----------     -----------
<S>             <C>
4.1             CSC Outsourcing, Inc. CUTW Hourly Savings Plan

4.2             Restated Articles of Incorporation of the Registrant filed
                with the Nevada Secretary of State on November 21, 1988
                (incorporated by reference to Exhibit III(i) to the
                Registrant's Annual Report on Form 10-K for the fiscal year
                ended March 31, 1989)

4.3             Amendment to Restated Articles of Incorporation of the
                Registrant filed with the Nevada Secretary of State on August
                11, 1992 (incorporated by reference to Appendix B to the
                Registrant's Proxy Statement for the Annual Meeting of
                Stockholders held on August 10, 1992)

4.4             Bylaws of the Registrant, effective January 31, 1993
                (incorporated by reference to Exhibit 3.3 to the Registrant's
                Annual Report on Form 10-K for the fiscal year ended March 31,
                1995)

4.5             Amended and Restated Rights Agreement, effective October 30,
                1995, by and between the Registrant and Chemical Mellon
                Shareholder Services, as successor Rights Agent (incorporated
                by reference to Exhibit 10.27 to the Registrant's Quarterly
                Report on Form 10-Q for the fiscal quarter ended September 29,
                1995)

23.1            Consent of Deloitte & Touche LLP

24              Power of Attorney (included on pages 7 and 8 of this
                Registration Statement)

</TABLE>





<PAGE>


                                  Exhibit 4.1







                              CSC OUTSOURCING INC
                            CUTW HOURLY SAVINGS PLAN






                            Effective August 5, 1995








<PAGE>




                              TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                   Page
                                                                   ----
<S>         <C>                                                    <C>
Article 1.  Definitions ...........................................  1
   1.01     Accounts ..............................................  1
   1.02     Actual Deferral Percentage ............................  1
   1.03     Actual Deferral Ratio .................................  1
   1.04     Adjustment Factor .....................................  1
   1.05     Affiliated Employer ...................................  2
   1.06     Allotments ............................................  2
   1.07     Beneficiary ...........................................  2
   1.08     Board of Directors ....................................  2
   1.09     Break in Service ......................................  2
   1.10     Code ..................................................  2
   1.11     Company ...............................................  2
   1.12     Company Matching Contributions ........................  2
   1.13     Compensation ..........................................  2
   1.14     Disability or Disabled ................................  3
   1.15     Earnings ..............................................  3
   1.16     Effective Date ........................................  3
   1.17     Eligible Employee .....................................  3
   1.18     Employee ..............................................  3
   1.19     Employee Benefits Committee ...........................  3
   1.20     Employer ..............................................  3
   1.21     Enrollment Date .......................................  3
   1.22     ERISA .................................................  3
   1.23     Highly Compensated Employee ...........................  4
   1.24     Hour of Service .......................................  5
   1.25     Investment Funds ......................................  6
   1.26     Leased Employee .......................................  6
   1.27     Leave of Absence ......................................  6
   1.28     Matching Contributions Account ........................  6
   1.29     Maximum Compensation Limitation .......................  6
   1.30     Non-Highly Compensated Employee .......................  7
   1.31     Normal Retirement Age .................................  7
   1.32     Parental Leave ........................................  7
   1.33     Participant ...........................................  7
   1.34     Plan ..................................................  7
   1.35     Plan Administrator ....................................  7
   1.36     Plan Year .............................................  7
   1.37     Prior Employer ........................................  7
   1.38     Prior Plan ............................................  7
   1.39     Qualified Domestic Relations Order ....................  8
   1.40     Qualified Nonelective Contributions ...................  8
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                                   Page
                                                                   ----
<S>         <C>                                                    <C>
   1.41     Regular Savings Account ...............................  8
   1.42     Regular Savings Allotments ............................  8
   1.43     Rollover Contributions ................................  8
   1.44     Rollover Contributions Account ........................  8
   1.45     Savings Plus Account ..................................  8
   1.46     Savings Plus Allotments ...............................  9
   1.47     Section 414(s) Compensation ...........................  9
   1.48     Section 415 Compensation ..............................  9
   1.49     Spousal Consent .......................................  9
   1.50     Trust ................................................. 10
   1.51     Trustee ............................................... 10
   1.52     Union ................................................. 10
   1.53     Valuation Date ........................................ 10
   1.54     Vested Portion ........................................ 10
   1.55     Year of Eligibility Service ........................... 10

Article 2.  Eligibility and Participation ......................... 10
   2.01     Eligibility ........................................... 10
   2.02     Participation ......................................... 10
   2.03     Reemployment of Former Employees and Former
              Participants ........................................ 11
   2.04     Transferred Participants .............................. 11
   2.05     Termination of Participation .......................... 11

Article 3.  Contributions ......................................... 11
   3.01     Savings Plus Allotments ............................... 11
   3.02     Regular Savings Allotments ............................ 12
   3.03     Change in Contributions ............................... 12
   3.04     Suspension of Contributions ........................... 13
   3.05     Company Matching Contributions ........................ 13
   3.06     Rollover Contributions ................................ 13
   3.07     Section 402(g) Limitation on Savings Plus Allotments .. 14
   3.08     Section 401(k) Limitation on Savings Plus Allotments
              (Actual Deferral Percentage Test) ................... 15
   3.09     Additional Discrimination Testing Provisions .......... 17
   3.10     Maximum Annual Additions Limitation ................... 17
   3.11     Return of Contributions ............................... 18

Article 4.  Investment of Contributions ........................... 18
   4.01     Investment of Participants' Prior Plan Accounts ....... 18
   4.02     Investment of Participants' Allotments ................ 19
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                                   Page
                                                                   ----
<S>         <C>                                                    <C>
   4.03     Investment Changes .................................... 19
   4.04     Responsibility for Investments ........................ 20

Article 5.  Valuation of Accounts ................................. 20
   5.01     Valuation of the Investment Funds ..................... 20
   5.02     Discretionary Power of the Employee Benefits Committee  20
   5.03     Statement of Accounts ................................. 21

Article 6.  Vested Portion of Accounts ............................ 21
   6.01     Savings Plus, Regular Savings, Matching 
              Contributions and Rollover Contributions Accounts ... 21

Article 7.  Withdrawals While Still Employed ...................... 21
   7.01     Procedures and Restrictions ........................... 21
   7.02     Regular Withdrawals ................................... 21
   7.03     Age 59 1/2 Withdrawals ................................ 22
   7.04     Hardship Withdrawals .................................. 22
   7.05     Participant Loans ..................................... 23

Article 8.  Distribution of Accounts Upon Termination Of Employment 25
   8.01     Eligibility ........................................... 25
   8.02     Amount of Distribution ................................ 25
   8.03     Form of Distribution .................................. 26
   8.04     Election of Annuity Form of Distribution .............. 26
   8.05     Method of Payment for Eligible Rollover Distributions . 27
   8.06     Timing of Distribution ................................ 29
   8.07     Status of Accounts Pending Distribution ............... 30

Article 9.  Administration of the Plan ............................ 31
   9.01     Appointment of Employee Benefits Committee ............ 31
   9.02     Duties of Employee Benefits Committee ................. 31
   9.03     Meetings .............................................. 31
   9.04     Action of Majority .................................... 31
   9.05     Compensation and Bonding .............................. 31
   9.06     Establishment of Rules ................................ 32
   9.07     Manner of Administering ............................... 32
   9.08     Prudent Conduct ....................................... 32
   9.09     Service In More Than One Fiduciary Capacity ........... 32
   9.10     Limitation of Liability ............................... 32
   9.11     Indemnification ....................................... 32
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                                   Page
                                                                   ----
<S>         <C>                                                    <C>
   9.12     Expenses of Administration ............................ 33
   9.13     Claims and Review Procedures .......................... 33

Article 10. Management of Funds ................................... 34
  10.01     The Trustee ........................................... 34
  10.02     Exclusive Benefit Rule ................................ 34
  10.03     Appointment of Investment Manager ..................... 35

Article 11.  Amendment, Merger and Termination .................... 35
  11.01     Amendment of the Plan ................................. 35
  11.02     Merger or Consolidation ............................... 35
  11.03     Termination of the Plan ............................... 35

Article 12. General Provisions .................................... 36
  12.01     Nonalienation; Qualified Domestic Relations Orders .... 36
  12.02     Conditions of Employment Not Affected by Plan ......... 36
  12.03     Facility of Payment ................................... 36
  12.04     Information ........................................... 37
  12.05     Proof of Death and Right of Beneficiary or Other Person 37
  12.06     Failure to Locate Recipient ........................... 37
  12.07     Action by the Board of Directors ...................... 38
  12.08     Construction .......................................... 38

Appendix A. Maximum Annual Additions Limitation ................... 40
   A.01     Definitions ........................................... 40
   A.02     Maximum Annual Additions Limitation ................... 42
   A.03     Participant in a Defined Benefit Plan ................. 43

</TABLE>


<PAGE>


                              PREAMBLE TO THE
                            CSC OUTSOURCING INC
                          CUTW HOURLY SAVINGS PLAN

Computer Sciences Corporation (the "Company") is the successor employer for 
certain employees of Southern New England Telephone ("SNET") who are 
represented by the Connecticut Union of Telephone Workers, Inc. (referred to 
as the "Union Employees").  The Union Employees were eligible to participate 
in the SNET Bargaining Unit Retirement Savings Plan (the "Prior Plan"), which 
is maintained by SNET.  Effective August 5, 1995, the Prior Plan's assets and 
liabilities with respect to the Union Employees were spun off to the CSC 
Outsourcing Inc. CUTW Hourly Savings Plan (the "Plan").  The terms of the Plan 
are effective August 5, 1995.





<PAGE>







                             CSC OUTSOURCING INC
                           CUTW HOURLY SAVINGS PLAN


                           Effective August 5, 1995

Article 1.  Definitions

The following words and phrases, when used in the Plan with an initial capital 
letter, shall have the following meanings, unless the context clearly 
indicates otherwise:

1.01  "Accounts" means the Regular Savings Account, Savings Plus Account, 
Matching Contributions Account and Rollover Contributions Account of any 
Participant.

1.02  "Actual Deferral Percentage" means, with respect to a specified group of 
Eligible Employees, the average of the Actual Deferral Ratios for that group 
of Eligible Employees.  An Actual Deferral Percentage shall be separately 
calculated each Plan Year for (a) the group of Eligible Employees who are 
Highly Compensated Employees, and (b) the group of Eligible Employees who are 
Non-Highly Compensated Employees.

1.03  "Actual Deferral Ratio" means, with respect to an Eligible Employee, the 
ratio of:

    (a)  The amount of Savings Plus Allotments made on behalf of the Eligible 
Employee pursuant to Section 3.01 for that Plan Year (including Savings Plus 
Allotments returned to a Highly Compensated Employee pursuant to Section 
3.07(c) and Savings Plus Allotments returned to any Eligible Employee pursuant 
to Section 3.07(d)), if any, to

    (b)  The Eligible Employee's Section 414(s) Compensation for that Plan 
Year, provided that upon direction of the Employee Benefits Committee, Section 
414(s) Compensation for a Plan Year shall only be counted if received during 
the period the Eligible Employee is, or is eligible to become, a Participant.

An Eligible Employee's Actual Deferral Ratio shall be rounded to the nearest 
one-one-hundredth of one percent of the Eligible Employee's Section 414(s) 
Compensation.

1.04  "Adjustment Factor" means the cost of living adjustment factor 
prescribed by the Secretary of the Treasury under Section 415(d) of the Code 
applied to such items and in such manner as the Secretary shall provide.


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1.05  "Affiliated Employer" means any company not participating in the Plan 
which is a member of a controlled group of corporations (as defined in Section 
414(b) of the Code) with the Employer; any trade or business under common 
control (as defined in Section 414(c) of the Code) with the Employer; any 
organization (whether or not incorporated) which is a member of an affiliated 
service group (as defined in Section 414(m) of the Code) which includes the 
Employer; and any other entity required to be aggregated with the Employer 
pursuant to regulations under Section 414(o) of the Code.  Notwithstanding the 
foregoing, for purposes of Sections 1.26(b) and 3.10, the definitions in 
Sections 414(b) and 414(c) of the Code shall be modified as provided in 
Section 415(h) of the Code.

1.06  "Allotments" means, with respect to a Participant, the Participant's 
Savings Plus Allotments and Regular Savings Allotments.

1.07  "Beneficiary" means any person, persons or entity named by a Participant 
by written designation filed with the Employee Benefits Committee to receive 
benefits payable in the event of the Participant's death.  However, if the 
Participant is married, his spouse shall be deemed to be the Beneficiary 
unless or until he elects another Beneficiary by a written designation filed 
with the Employee Benefits Committee.  Any such designation shall not be 
effective without Spousal Consent.  If no such designation is in effect at the 
time of death of the Participant, or if no person, persons or entity so 
designated shall survive the Participant, the Participant's estate shall be 
deemed to be the Beneficiary.

1.08  "Board of Directors" means the Board of Directors of the Company.

1.09  "Break in Service" means any Plan Year in which an Employee completes 
less than 501 Hours of Service.

1.10  "Code" means the Internal Revenue Code of 1986, as it may be amended 
from time to time.

1.11  "Company" means Computer Sciences Corporation and any successor by 
merger, purchase or otherwise, with respect to its employees.

1.12  "Company Matching Contributions" means contributions made by the Company 
to the Plan on behalf of Participants, pursuant to Section 3.05.

1.13  "Compensation" means the base bi-weekly rate of pay and success sharing 
awards earned by an Eligible Employee while he is a Plan Participant during a 
Plan Year for services rendered to the Employer, determined prior to any 
reduction pursuant to Section 3.01 or pursuant to a cafeteria plan as 
described in Section 125 of the Code, and excluding shift differential 
payments, bonuses, commissions, overtime pay, fringe benefits, living or other 
allowances, imputed life insurance and all other forms of special pay.  


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Compensation shall not, for Plan purposes, exceed the Maximum Compensation 
Limitation.

1.14  "Disability" or "Disabled" means the total and permanent physical or 
mental disability of an individual, evidenced by an inability to engage in any 
substantial gainful activity, as determined by the Employee Benefits 
Committee.

1.15  "Earnings" means the amount of income, gains and losses to be returned 
with any excess deferrals or excess contributions under Sections 3.07 or 3.08 
as determined in accordance with regulations prescribed by the Secretary of 
the Treasury under the provisions of Sections 402(g) and 401(k) of the Code.

1.16  "Effective Date" means August 5, 1995.

1.17  "Eligible Employee" means an Employee who is:

    (a)  A member of the Connecticut Union of Telephone Workers, Inc.;

    (b)  Not subject to the agreement between the Unregulated Conference 
Service and the Connecticut Union of Telephone Workers, Inc.; and

    (c)  Not a Leased Employee.

1.18  "Employee" means any person receiving compensation for services rendered 
to the Employer or an Affiliated Employer, which compensation is subject to 
withholding of income tax and/or for whom Social Security contributions are 
made by the Employer or an Affiliated Employer, including any Leased Employee 
but excluding any person who serves solely as a director or independent 
contractor.

1.19  "Employee Benefits Committee" means the committee appointed pursuant to 
Article 9.


1.20  "Employer" means the Company and any Affiliated Employer that is a party 
to the collective bargaining agreement with the Union.

1.21  "Enrollment Date" means the Effective Date and the first day of the 
first payroll period of any calendar month thereafter as of which an Employee 
who has met the Plan's eligibility requirements elects to commence 
participation in the Plan.

1.22  "ERISA" means the Employee Retirement Income Security Act of 1974, as 
amended from time to time.


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1.23  "Highly Compensated Employee" means any Employee of the Employer or an 
Affiliated Employer (whether or not eligible for participation in the Plan) 
who satisfies one or more of the following criteria:

    (a)  During the current Plan Year or the preceding Plan Year, the Employee 
was at any time a 5% owner of the Employer or an Affiliated Employer.

    (b)  During the preceding Plan Year, the Employee received:

      (i)   Section 415 Compensation in excess of $75,000 multiplied by the 
Adjustment Factor;

      (ii)  Section 415 Compensation in excess of $50,000 multiplied by the 
Adjustment Factor and was among the highest 20% of Employees for that year 
when ranked by Section 415 Compensation paid for that year excluding, for 
purposes of determining the number of such Employees, such Employees as the 
Company may determine on a consistent basis pursuant to Section 414(q)(8) of 
the Code; or

      (iii) Section 415 Compensation greater than 50% of the dollar limitation 
on maximum benefits under Section 415(b)(1)(A) of the Code for such Plan Year 
and was at any time an officer of the Employer or an Affiliated Employer 
(subject to the limitations of Section 414(q)(5) of the Code).

    (c)  During the current Plan Year, the Employee meets the criteria under 
Section 1.23(b)(i), (ii) or (iii) and is one of the 100 highest-paid Employees 
of the Employer or an Affiliated Employer.

    (d)  A former Employee who separated from service prior to the current 
Plan Year and who was a 5 percent owner for either (i) the year he separated 
from service or (ii) any Plan Year ending on or after the date the Employee 
attains age 55.

    (e)  Notwithstanding the foregoing, Employees who are nonresident aliens 
and who receive no earned income from the Employer or an Affiliated Employer 
which constitutes income from sources within the United States shall be 
disregarded for all purposes of this Section 1.23.

    (f)  The Employee Benefits Committee may elect to determine the status of 
Highly Compensated Employees under the snapshot method described in IRS 
Revenue Procedure 93-42, and/or to the extent permitted under regulations, on 
a current calendar year basis.

    (g)  For purposes of this Section 1.23, Section 415 Compensation is 
modified to include Savings Plus Allotments and amounts contributed on behalf 
of a 


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Participant on a salary reduction basis to a cafeteria plan described in 
Section 125 of the Code.

    (h)  The provisions of this Section 1.23 shall be further subject to such 
additional requirements as shall be described in Section 414(q) of the Code 
and its applicable regulations, which shall override any aspects of this 
Section 1.23 inconsistent therewith.

1.24  "Hour of Service" means, with respect to an Employee for any applicable 
computation period:

    (a)  Each hour for which the Employee is paid or entitled to payment for 
the performance of duties for the Employer or an Affiliated Employer;

    (b)  Each hour for which the Employee is paid or entitled to payment by 
the Employer or an Affiliated Employer on account of a period during which no 
duties are performed, whether or not the employment relationship has 
terminated, due to vacation, holiday, illness, incapacity (including 
Disability), layoff, jury duty, military duty or Leave of Absence, but not 
more than 501 hours for any single continuous period;

    (c)  Each hour for which back pay, irrespective of mitigation of damages, 
is either awarded or agreed to by the Employer or an Affiliated Employer, 
excluding any hour credited under (a) or (b), which shall be credited to the 
computation period or periods to which the award, agreement or payment 
pertains, rather than to the computation period in which the award, agreement 
or payment is made; and

    (d)  Solely for purposes of determining whether the Employee has incurred 
a Break in Service under the Plan, each hour for which the Employee would 
normally be credited under paragraph (a) or (b) above during a period of 
Parental Leave but not more than 501 hours for any single continuous period.  
However, the number of hours credited to the Employee under this paragraph (d) 
during the computation period in which the Parental Leave began, when added to 
the hours credited to the Employee under paragraphs (a) through (c) above 
during that computation period, shall not exceed 501.  If the number of hours 
credited under this paragraph (d) for the computation period in which the 
Parental Leave began is zero, the provisions of this paragraph (d) shall apply 
as though the Parental Leave began in the immediately following computation 
period.

No hours shall be credited on account of any period during which the Employee 
performs no duties and receives payment solely for the purpose of complying 
with unemployment compensation, workers' compensation or disability insurance 
laws.  Hours of Service are also not required to be credited for a payment 
which solely reimburses an Employee for medical or medically related expenses 
incurred by the Employee.  The Hours of Service 


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credited shall be determined as required by Title 29 of the Code of Federal 
Regulations, Section 2530.200b-2(b) and (c).

1.25  "Investment Funds" means the separate funds, as authorized by the 
Company from time to time, in which contributions to the Plan may be invested 
in accordance with Article 4.

1.26  "Leased Employee" means any person (other than a person described in 
Section 414(n)(5) of the Code) who is not otherwise an Employee of the 
Employer or an Affiliated Employer and who provides services to the Employer 
or an Affiliated Employer (the "Recipient") if:

    (a)  Such services are provided pursuant to an agreement between the 
Recipient and a "leasing organization";

    (b)  Such person has performed such services for the Recipient (or the 
Recipient and the Employer or an Affiliated Employer) on a substantially full-
time basis for a period of at least one year; and

    (c)  Such services are of a type historically performed, in the business 
field of the Recipient, by Employees.

1.27  "Leave of Absence" means an absence authorized by the Company under its 
standard personnel practices as applied in a uniform and non-discriminatory 
manner to all persons similarly situated, including, without limitation, an 
absence for the birth, adoption or placement of a child, to care for a spouse 
or an immediate family member with a serious illness or for the Employee's own 
illness pursuant to the Family and Medical Leave Act of 1993 and its 
regulations.

1.28  "Matching Contributions Account" means the account into which shall be 
credited Company Matching Contributions made by the Employer on behalf of a 
Participant pursuant to Section 3.05 and assets transferred to the Plan on 
behalf of a Participant from his "Account" due to Company Matching 
Contributions under the Prior Plan, plus earnings on all of the foregoing.

1.29  "Maximum Compensation Limitation" means $150,000 per year.  If for any 
calendar year, the cost-of-living adjustment described in the following 
sentence is equal to or greater than $10,000, then the Maximum Compensation 
Limitation (as previously adjusted hereunder) for any Plan Year beginning in 
any subsequent calendar year shall be increased by the amount of such cost-of-
living adjustment, rounded to the next lowest multiple of $10,000.  The cost-
of-living adjustment shall equal the excess of (i) $150,000 increased by the 
adjustment made under Section 415(d) of the Code for the calendar year, except 
that the base period for purposes of Section 415(d)(1)(A) of the Code shall be 
the calendar quarter beginning October 1, 1993, over (ii) the Maximum 
Compensation Limitation in effect for the Plan Year beginning in the calendar 
year.


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In determining a Participant's compensation for purposes of the Maximum 
Compensation Limitation, if any individual is a member of the family of a 5-
percent owner or of a Highly Compensated Employee who is in the group 
consisting of the 10 individuals paid the greatest compensation during the 
year, then (i) such individual shall not be considered as a separate employee 
and (ii) any compensation paid to such individual (and any applicable benefit 
on behalf of such individual) shall be treated as if it were paid to (or on 
behalf of) the 5-percent owner or Highly Compensated Employee; provided, 
however, that for purposes of this Section 1.29, the term "family" shall 
include only the Participant's spouse and any lineal descendants of the 
Participant who have not attained age 19 before the close of the year.  If, as 
a result of the application of the foregoing family aggregation rules, the 
Maximum Compensation Limitation is exceeded, then the limit shall be prorated 
among the affected individuals in proportion to each such individual's 
compensation as determined prior to the application of the Maximum 
Compensation Limitation.

1.30  "Non-Highly Compensated Employee" means an individual who is not a 
Highly Compensated Employee.

1.31  "Normal Retirement Age" means the date the Employee attains age 65.

1.32  "Parental Leave" means a period in which an Employee is absent from work 
immediately following his or her active employment due to  the Employee's 
pregnancy,  the birth of the Employee's child,  the placement of a child with 
the Employee in connection with the Employee's adoption of the child, or  the 
Employee's caring for the child for a period beginning immediately following 
the birth or placement for adoption.  Such a leave shall be subject to 
verification by the Employee Benefits Committee.

1.33  "Participant" means any person included for participation in the Plan as 
provided in Article 2 and who continues to be entitled to benefits under the 
Plan.

1.34  "Plan" means the CSC Outsourcing Inc. CUTW Hourly Savings Plan as set 
forth in this document, or as amended from time to time.

1.35  "Plan Administrator" means the Employee Benefits Committee.

1.36  "Plan Year" means the 12-month period beginning on any January 1.

1.37  "Prior Employer" means The Southern New England Telephone Company.

1.38  "Prior Plan" means the SNET Bargaining Unit Retirement Savings Plan.


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1.39  "Qualified Domestic Relations Order" means a judgment, decree, or order 
issued by a court of competent jurisdiction which:

    (a)  Creates for, or assigns to, a spouse, former spouse, child or other 
dependent of a Participant the right to receive all or a portion of the 
Participant's benefits under the Plan for the purpose of providing child 
support, alimony payments or marital property rights to that spouse, former 
spouse, child or dependent;

    (b)  Is made pursuant to a State domestic relations law;

    (c)  Does not require the Plan to provide any type of benefit, or any 
option, not otherwise provided under the Plan; and

    (d)  Otherwise meets the requirements of Section 206(d) of ERISA as 
determined by the Employee Benefits Committee.

1.40  "Qualified Nonelective Contributions" means contributions which may be 
made by the Employer in accordance with Section 3.08(d)(ii).  The Qualified 
Nonelective Contributions shall be 100% nonforfeitable when made and shall be 
available for withdrawal pursuant to Section 7.03 and Article 8 only. 

1.41  "Regular Savings Account" means the account into which shall be credited 
a Participant's Regular Savings Allotments under the Plan and assets 
transferred to the Plan on behalf of the Participant from his "Account" due to 
Regular Savings Allotments under the Prior Plan, plus earnings on all of the 
foregoing.

1.42  "Regular Savings Allotments" means all amounts contributed on behalf of 
a Participant pursuant to Section 3.02.

1.43  "Rollover Contributions" means all amounts contributed by or on behalf 
of a Participant (or Eligible Employee) pursuant to Section 3.06.

1.44  "Rollover Contributions Account" means the account into which shall be 
credited the Rollover Contributions made by or on behalf of a Participant (or 
Eligible Employee) under the Plan pursuant to Section 3.06, together with 
assets transferred to the Plan on behalf of the Participant from his "Account" 
due to Rollover Contributions under the Prior Plan, plus earnings on all of 
the foregoing.

1.45  "Savings Plus Account" means the account into which shall be credited a 
Participant's Savings Plus Allotments under the Plan and assets transferred to 
the Plan on behalf of the Participant from his "Account" due to Savings Plus 
Allotments under the Prior Plan, plus earnings on all of the foregoing.


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1.46  "Savings Plus Allotments" means all amounts contributed on behalf of a 
Participant pursuant to Section 3.01.

1.47  "Section 414(s) Compensation" means Section 415 Compensation.  However, 
upon direction of the Employee Benefits Committee, Section 414(s) Compensation 
for a Plan Year may be modified to exclude all or any portion of the items 
described in Section 1.414(s)-1(c)(3) of the Income Tax Regulations, include 
Savings Plus Allotments and amounts contributed on behalf of a Participant on 
a salary reduction basis to a cafeteria plan described in Section 125 of the 
Code, and/or exclude all or any portion of the items described in Section 
1.414(s)-1(d)(2)(ii) of the Income Tax Regulations.  Section 414(s) 
Compensation shall not exceed the Maximum Compensation Limitation.

1.48  "Section 415 Compensation" means wages, salaries, fees for professional 
services, and other amounts received (without regard to whether or not an 
amount is paid in cash) for personal services actually rendered in the course 
of employment with the Employer or an Affiliated Employer to the extent that 
the amounts are includible in gross income (including, but not limited to, 
commissions paid salespersons, compensation for services on the basis of a 
percentage of profits, commissions on insurance premiums, tips, bonuses, 
fringe benefits, reimbursements, and expense allowances), and excluding:

    (a)  Company contributions to the Plan or to any other plan of deferred 
compensation maintained by the Employer or an Affiliated Employer;

    (b)  Amounts realized from the exercise of a non-qualified stock option;

    (c)  Amounts realized when restricted stock is no longer subject to 
substantial risk of forfeiture;

    (d)  Amounts realized from the disposition of stock acquired under a 
qualified stock option; and

    (e)  Other amounts that receive special tax benefits.

1.49  "Spousal Consent" means written consent given by a Participant's spouse 
to an election made by the Participant of a specified form of benefit or a 
designation by the Participant of a specified Beneficiary other than the 
spouse.  That consent shall be duly witnessed by a Plan representative or 
notary public and shall acknowledge the effect on the spouse of the 
Participant's election.  The requirement for spousal consent may be waived by 
the Employee Benefits Committee if it is established to its satisfaction that 
there is no spouse, or that the spouse cannot be located, or because of such 
other circumstances as may be established by applicable law.  Spousal Consent 
shall be applicable only to the particular spouse who provides such consent.


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1.50  "Trust" means the fund established by the Company to hold and invest the 
assets of the Plan.

1.51  "Trustee" means the bank, trust company or individuals selected by the 
Company to take custody of the assets of the Plan.

1.52  "Union" means the Connecticut Union of Telephone Workers, Inc.

1.53  "Valuation Date" means the last day of each calendar month.

1.54  "Vested Portion" means the portion of the Accounts in which the 
Participant has a nonforfeitable interest, as provided in Article 6.

1.55  "Year of Eligibility Service" means, with respect to an Employee, the 
twelve-month period beginning on the first date as of which the Employee is 
credited with an Hour of Service, and any anniversaries of that date, in which 
the Employee first completes at least 1,000 Hours of Service.  For purposes of 
this Section 1.55, an Employee shall be credited with 45 Hours of Service for 
each calendar week for which the Employee completes at least one Hour of 
Service.


Article 2  Eligibility and Participation

2.01  Eligibility

    (a)  Each Eligible Employee who is a participant in the Prior Plan on 
August 4, 1995, shall be a Participant in the Plan as of August 5, 1995.

    (b)  Each other Eligible Employee shall be eligible to become a 
Participant in the Plan provided that the Eligible Employee:

      (i)   Was a Participant in the Computer Sciences Corporation Matched 
Asset Plan; or

      (ii)  Has completed one Year of Eligibility Service.

2.02  Participation

An Employee who is eligible to become a Plan Participant in accordance with 
Section 2.01 shall become a Participant as of the first Enrollment Date after 
the date he files with the Employer, within the time period established by the 
Employee Benefits Committee, an enrollment form as prescribed by the Employee 
Benefits Committee which shall authorize the Employer to make Savings Plus 
Allotments and/or Regular Savings Allotments on his behalf in accordance with 
Section 3.01 or 3.02, respectively.


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2.03  Reemployment of Former Employees and Former Participants

    (a)  Any person reemployed by the Employer as an Eligible Employee who was 
previously a Participant or who was previously eligible to become a 
Participant, shall be immediately eligible to become a Participant in the Plan 
upon the filing of an enrollment form in accordance with Section 2.02.

    (b)  Each other person reemployed by the Employer as an Eligible Employee 
shall be eligible to become a Participant in the Plan upon satisfying the 
requirements of Section 2.01(b) and the filing of an enrollment form in 
accordance with Section 2.02.

2.04  Transferred Participants

    (a)  A Participant who remains in the employ of the Employer or an 
Affiliated Employer, but ceases to be an Eligible Employee, shall continue to 
be a Participant in the Plan, but shall not be eligible to make Allotments or 
receive allocations of Company Matching Contributions while his employment 
status is other than as an Eligible Employee.

    (b)  An employee who transfers from a non-covered status or an Affiliated 
Employer and becomes an Eligible Employee shall be eligible to participate int 
he Plan on any Enrollment Date that coincides with or next follows (i) the 
date he completes a Year of Eligibility Service, or (ii) the date he becomes 
an Eligible Employee, whichever occurs later.

2.05  Termination of Participation

An Eligible Employee's participation in the Plan shall terminate on the date 
he terminates employment with the Employer and all Affiliated Employers unless 
the Participant is entitled to benefits under the Plan, in which event his 
participation shall terminate when those benefits are distributed to him.

Article 3  Contributions

3.01  Savings Plus Allotments

    (a)  A Participant may elect on his application filed in accordance with 
Section 2.02 to reduce his Compensation payable while he is a Participant by 
not less than 1% and not more than 16%, in multiples of 1%.  The Participant's 
election shall be effective as of the first day of the first payroll period in 
the month, or the second month if the Participant's application is not filed 
within the time prescribed by the Employee Benefits Committee, following the 
month in which the Participant files his application with the Employer.


<PAGE>


    (b)  The amount elected by a Participant in accordance with Section 
3.01(a) shall be contributed to the Plan by the Employer on behalf of the 
Participant as Savings Plus Allotments as of the next business day following 
the payroll date with respect to which such amounts are deferred.  The Savings 
Plus Allotments shall be credited to the Participant's Savings Plus Account.

3.02  Regular Savings Allotments

    (a)  A Participant may elect on his application filed in accordance with 
Section 2.02 to make after-tax Allotments under this Section 3.02 whether or 
not he has elected to have Savings Plus Allotments made on his behalf pursuant 
to Section 3.01.  The amount of Regular Savings Allotments shall be at least 
1% and not more than 16% of his Compensation while a Participant, in multiples 
of 1%; provided, however, if the Participant has made an election under 
Section 3.01, the maximum percentage of Compensation which the Participant may 
elect to contribute under this Section 3.02 shall be equal to the excess of 
16% over the percentage elected by the Participant under Section 3.01.  The 
Participant's election shall be effective as of the first day of the first 
payroll period in the month, or the second month if the Participant's 
application is not filed within the time prescribed by the Employee Benefits 
Committee, following the month in which the Participant files his application 
with the Employer.

    (b)  The Regular Savings Allotments of a Participant shall be made through 
payroll deductions and shall be paid to the Plan by the Employer on behalf of 
the Participant as of the next business day following the payroll date with 
respect to which such amounts are contributed.  The Regular Savings Allotments 
shall be credited to the Participant's Regular Savings Account.

3.03  Change in Contributions

The percentage of Compensation designated as Allotments by a Participant under 
Sections 3.01 and 3.02 shall automatically apply to increases and decreases in 
the Participant's Compensation.  Subject to the provisions of Sections 3.01 
and 3.02, a Participant may change the percentage of his authorized Allotments 
no more than once every calendar month by giving such advance notice as is 
required by the Employee Benefits Committee.  The changed percentage shall 
become effective as of the first day of a payroll period after the expiration 
of the notice period.


<PAGE>


3.04  Suspension of Contributions

    (a)  A Participant may revoke his election under Sections 3.01 and 3.02 at 
any time by giving advance written notice of such intent as is required by the 
Employee Benefits Committee.  The revocation shall become effective as of the 
first day of the first payroll period of the month that follows receipt of the 
written notice.

    (b)  A Participant who has revoked his election under Sections 3.01 and 
3.02 may apply to the Employer to have his Allotments resumed in accordance 
with Sections 3.01 and 3.02 as of the first day of any payroll period 
following the one month anniversary of the revocation by giving advance 
written notice of such intent as is required by the Employee Benefits 
Committee.

3.05  Company Matching Contributions

    (a)  For each calendar month, the Employer shall contribute to the Plan, 
on behalf of each of the Participants who elected to make Allotments in an 
amount equal to 66 % of the first 1% to 6% of Compensation contributed by the 
Participant as Allotments for each such month.  The Company Matching 
Contributions shall be credited to Participants' Matching Contributions 
Accounts.

    (b)  Company Matching Contributions shall be made in the form of CSC 
Common Stock, plus cash for partial shares and shall be paid to the Plan 
within 10 business days of the payroll date with respect to which the 
Allotments are made.

3.06  Rollover Contributions

    (a)  With the permission of the Employee Benefits Committee and without 
regard to any limitations on contributions set forth in this Article 3, the 
Plan may receive from a Participant, or from an Eligible Employee who is not 
yet a Participant, in cash, any portion of:

      (i)   An "eligible rollover distribution," as defined in Section 
402(f)(2)(A) of the Code, paid to the Participant (or Eligible Employee) 
provided that the Participant (or Eligible Employee) pays over such amount to 
the Trustee on or before the 60th day after the day it was received by the 
Participant (or Eligible Employee);

      (ii)  An "eligible rollover distribution," as defined in Section 
402(f)(2)(A) of the Code, paid as a direct rollover to the Trustee on behalf 
of the Participant (or Eligible Employee) by a qualified trust or an annuity 
plan described in Section 403(a) of the Code; and


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      (iii) A distribution described in Section 408(d)(3)(A)(ii) of the Code 
(as modified by Section 408(d)(3)(D) of the Code) from a conduit individual 
retirement account or annuity paid to the Participant (or Eligible Employee) 
provided that the Participant (or Eligible Employee) pays over such amount to 
the Trustee on or before the 60th day after the day it was received by the 
Participant (or Eligible Employee).

    (b)  Notwithstanding Section 3.06(a), the Plan shall not accept any amount 
from a Participant (or Eligible Employee) unless such amount qualifies for 
rollover treatment in accordance with applicable law and the Participant (or 
Eligible Employee) provides evidence satisfactory to the Employee Benefits 
Committee that such amount qualifies for rollover treatment.  

    (c)  Upon approval by the Employee Benefits Committee, the amount 
transferred to the Plan by the Participant (or Eligible Employee) shall be 
deposited in the Trust by the Trustee and shall be credited to the 
Participant's (or Eligible Employee's) Rollover Contributions Account.  A 
Participant (or Eligible Employee) shall be 100% vested in his Rollover 
Contributions Account.  A Participant's (or Eligible Employee's) Rollover 
Contributions Account shall share in allocations of income, gains and losses 
from the Investment Funds, but shall not share in allocations of Company 
Matching Contributions.

    (d)  Upon a transfer described in this Section 3.06 by an Eligible 
Employee who is not a Participant, the Eligible Employee's Rollover 
Contributions Account shall represent his sole interest in the Plan until he 
becomes a Participant.

3.07  Section 402(g) Limitation on Savings Plus Allotments

    (a)  In no event shall the Participant's reduction in Compensation, and 
the corresponding Savings Plus Allotments made on his behalf by the Company, 
in any calendar year exceed $7,000 multiplied by the Adjustment Factor.

    (b)  If a Participant's Savings Plus Allotments in a calendar year reach 
the dollar limitation under Section 3.07(a), his election of Savings Plus 
Allotments for the remainder of the calendar year shall be canceled.  As of 
the first day of the first payroll period of the following calendar year, the 
Participant's election of Savings Plus Allotments shall again become effective 
in accordance with his previous election.

    (c)  If the sum of the Participant's Savings Plus Allotments and pre-tax 
contributions to any other defined contribution plan maintained by the 
Employer or an Affiliated Employer exceeds the dollar limitation described in 
Section 3.07(a) for any calendar year, the Participant shall be deemed to have 
requested, by the first 


<PAGE>

March 1 following the end of the calendar year, a distribution of the excess 
("Excess Deferrals") over such dollar limitation.  

    (d)  If a Participant makes pre-tax contributions under another qualified 
defined contribution plan, simplified employee pension plan or tax sheltered 
annuity maintained by an employer other than the Employer or an Affiliated 
Employer for any calendar year and those contributions when added to his 
Savings Plus Allotments under this Plan exceed the dollar limitation under 
Section 3.07(a) (or, with respect to the tax-sheltered annuity, $9,500) for 
that calendar year, the Participant may allocate all or a portion of such 
Excess Deferrals to the Plan.  The Participant must, however, notify the 
Employee Benefits Committee, in writing, by March 1 of the following calendar 
year, of the amount of the Excess Deferrals allocated to the Plan for such 
calendar year and request a distribution of such Excess Deferrals.

    (e)  In the event that a Participant has requested (or is deemed to have 
requested) a distribution of his Excess Deferrals under the Plan, the Excess 
Deferrals, together with Earnings thereon, shall be distributed to the 
Participant no later than the April 15 following the end of the calendar year 
in which the Excess Deferrals were made.  Notwithstanding the foregoing, the 
Savings Plus Allotments distributable to a Participant pursuant to this 
Section 3.07 shall be reduced by the amount of any Savings Plus Allotments 
previously distributed to the Participant pursuant to Section 3.08.

    (f)  In the event any Savings Plus Allotments returned under this Section 
3.07 were matched by Company Matching Contributions, such corresponding 
Company Matching Contributions, together with Earnings thereon, shall be 
forfeited and used to reduce future Company Matching Contributions.

3.08  Section 401(k) Limitation on Savings Plus Allotments (Actual Deferral 
Percentage Test)

    (a)  The Actual Deferral Percentage Test: The Actual Deferral Percentage 
for Highly Compensated Employees who are Participants or eligible to become 
Participants shall not exceed the Actual Deferral Percentage for all Non-
Highly Compensated Employees who are Participants or eligible to become 
Participants multiplied by 1.25. 

    (b)  The "Alternative Test": If the Actual Deferral Percentage for Highly 
Compensated Employees who are Participants or eligible to become Participants 
does not meet the test described in Section 3.08(a), the following 
"alternative test" shall be applied: the Actual Deferral Percentage for Highly 
Compensated Employees who are Participants or eligible to become Participants 
shall not exceed the lesser of:


<PAGE>



      (i)   The Actual Deferral Percentage for all Non-Highly Compensated 
Employees who are Participants or eligible to become Participants plus two 
percentage points; or

      (ii)  The Actual Deferral Percentage for all Non-Highly Compensated 
Employees who are Participants or eligible to become Participants multiplied 
by 2.0.

    (c)  If the Employee Benefits Committee determines that the limitations 
described in this Section 3.08 have been exceeded in any Plan Year, the 
Employee Benefits Committee shall determine the amount of "Excess 
Contributions" for each Participant who is a Highly Compensated Employee in 
the following manner: The Actual Deferral Ratio of the Highly Compensated 
Employee with the highest Actual Deferral Ratio shall be reduced to the extent 
necessary to meet the Actual Deferral Percentage test or to cause such Actual 
Deferral Ratio to equal the Actual Deferral Ratio of the Highly Compensated 
Employee with the next highest Actual Deferral Ratio.  This process will be 
repeated until the Actual Deferral Percentage test is passed.

    (d)  If, at the end of the Plan Year, a Participant or class of 
Participants has Excess Contributions (determined in accordance with Section 
3.08(c)), the Employee Benefits Committee may elect, at its discretion, to 
pursue one or more of the following courses of action:

      (i)   The Employee Benefits Committee may cause to be distributed any or 
all Excess Contributions, together with Earnings thereon, to the Participant.  
Such distribution shall be made before the close of the Plan Year following 
the Plan Year in which the Excess Contributions were made and, to the extent 
practicable, within 2 1/2 months of the close of the Plan Year in which the 
Excess Contributions were made.  However, any Excess Contributions for any 
Plan Year shall be reduced by any Savings Plus Allotments previously returned 
to the Participant under Section 3.07 for that Plan Year.  In the event any 
Savings Plus Allotments returned under this Section 3.08 were matched by 
Company Matching Contributions, such corresponding Company Matching 
Contributions, together with Earnings thereon, shall be forfeited and used to 
reduce future Company Matching Contributions.

      (ii)  The Company may make Qualified Nonelective Contributions on behalf 
of Participants who are Non-Highly Compensated Employees, or on behalf of a 
group of Participants which includes all Participants who are Non-Highly 
Compensated Employees, which contributions shall be (A) credited to the 
Savings Plus Accounts (or such separate accounts or subaccounts as the 
Employee Benefits Committee may deem necessary to establish) of the affected 
Participants and (B) included in the calculation of the Actual Deferral Ratio 
of the affected Participants.


<PAGE>


    (e)  The Employee Benefits Committee may implement rules limiting Savings 
Plus Allotments that may be made on behalf of any Participant or class of 
Participants so that the provisions of this Section 3.08 are satisfied.

3.09  Additional Discrimination Testing Provisions

    (a)  If any Highly Compensated Employee is either (i) a 5% owner, or (ii) 
one of the 10 highest-paid Highly Compensated Employees, then any benefit or 
contribution paid to or made on behalf of any member of his "family" shall be 
deemed paid to or made on behalf of such Highly Compensated Employee for 
purposes of Section 3.08 to the extent required under regulations prescribed 
by the Secretary of the Treasury or his delegate under Sections 401(k) and 
401(m) of the Code.  The contributions required to be aggregated pursuant to 
the preceding sentence shall be disregarded in determining the Actual Deferral 
Percentage and Actual Contribution Percentage for the group of Non-Highly 
Compensated Employees for purposes of Section 3.08.  Any return of Excess 
Contributions required under Section 3.08 with respect to the family group 
shall be made by allocating the Excess Contributions among the Highly 
Compensated Employee and the members of his family in proportion to the 
contributions made by or on behalf of each family member that is combined.  
For purposes of this paragraph, the term "family" means, with respect to any 
Employee, such Employee's spouse, lineal ascendants and descendants, and 
spouses of such lineal ascendants and descendants.

    (b)  If any Highly Compensated Employee is a participant of another 
qualified plan of the Employer or an Affiliated Employer, other than an 
employee stock ownership plan as described in Section 4975(e)(7) of the Code, 
under which deferred cash contributions or matching contributions are made on 
behalf of the Highly Compensated Employee or under which the Highly 
Compensated Employee makes after-tax contributions, the Employee Benefits 
Committee shall implement rules, which shall be uniformly applicable to all 
Employees similarly situated, to take into account all such contributions for 
the Highly Compensated Employee under all such plans in applying the 
limitations of Section 3.08.

3.10  Maximum Annual Additions Limitation

In accordance with the provisions of Appendix A attached hereto, the "Annual 
Additions" (as defined in Appendix A) to a Participant's Accounts for any Plan 
Year, when added to the Participant's Annual Additions for that Plan Year 
under any other qualified plan of the Employer or an Affiliated Employer, 
shall not exceed an amount which is equal to the lesser of (i) 25% of his 
Section 415 Compensation for that Plan Year or (ii) $30,000 multiplied by the 
Adjustment Factor.


<PAGE>



3.11  Return of Contributions

Except as provided below, at no time shall any contributions (or portions 
thereof) revert to the Employer prior to discharge of all liabilities under 
the Plan.

    (a)  The Employer's contributions to the Plan are conditioned upon Section 
404 of the Code.  If all or part of the Employer's deductions under Section 
404 of the Code for contributions to the Plan are disallowed by the Internal 
Revenue Service, the portion of the contributions to which that disallowance 
applies shall be returned to the Employer without interest but reduced by any 
investment loss attributable to those contributions.  The return shall be made 
within one year after the disallowance of the deduction.

    (b)  The Employer may recover, without interest, the amount of its 
contributions to the Plan made on account of a mistake of fact, reduced by any 
investment loss attributable to those contributions, if recovery is made 
within one year after the date of those contributions.

    (c)  In the event that Savings Plus Allotments made under Section 3.01 are 
returned to the Employer in accordance with the provisions of this Section 
3.11, the elections to reduce Compensation which were made by Participants on 
whose behalf those contributions were made shall be void retroactively to the 
beginning of the period for which those contributions were made.  The Savings 
Plus Allotments so returned shall be distributed in cash to those Participants 
for whom those contributions were made.

Article 4  Investment of Contributions

4.01  Investment of Participants' Prior Plan Accounts

    (a)  As of the Effective Date, a Participant may elect to allocate his 
"Account" under the Prior Plan among the Investment Funds in multiples of 1% 
by giving such advance notice as may be required by the Employee Benefits 
Committee.

    (b)  If a Participant fails to make the election described in Section 
4.01(a), his "Account" under the Prior Plan shall be invested in the 
Investment Fund which the Employee Benefits Committee determines to be the 
most conservative of the Investment Funds.


<PAGE>


4.02  Investment of Participants' Allotments

    (a)  A Participant may elect to invest his Allotments in one or more 
Investment Funds by delivering an election form to the Employee Benefits 
Committee, in accordance with rules established by the Employee Benefits 
Committee and in accordance with the following:

      (i)   Investment among the Investment Funds shall be in 1% increments; 
and

      (ii)  In the event that the Participant fails to make an investment 
election with respect to his Allotments, such Allotments shall be invested in 
the Investment Fund which the Employee Benefits Committee determines to be the 
most conservative of the Investment Funds.

    (b)  When a Participant originally makes a Rollover Contribution, he shall 
generally make a separate investment election with respect to such 
contribution.  If he fails to make such an election at the time of 
contribution, his Rollover Contribution shall be invested in accordance with 
his most recent election applicable to his Allotments or, if none, in 
accordance with Section 4.02(a)(ii).

4.03  Investment Changes

    (a)  By delivering an election form to the Employer, in accordance with 
rules established by the Employee Benefits Committee, a Participant may elect, 
in accordance with Section 4.02, to change his election with respect to the 
investment of subsequent Allotments to the Plan as of the first day of the 
first payroll period in the month, or the second month if the Participant's 
election form is not filed within the time prescribed by the Employee Benefits 
Committee, following the month in which the Participant files his election 
form with the Employer.

    (b)  By delivering an election form to the Employee Benefits Committee, in 
accordance with rules established by the Employee Benefits Committee, a 
Participant may elect to reallocate his Accounts (except for his Matching 
Contributions Account) among one or more Investment Funds in multiples of 1% 
effective as of the first day of the month, or the second month if the 
Participant's election form is not filed within the time prescribed by the 
Employee Benefits Committee, following the month in which the Participant 
files his election form with the Employer.

    (c)  Notwithstanding the provisions of Section 4.04(b), a Participant may 
elect to reallocate his Matching Contributions Account among one or more 
Investment Funds in multiples of 1% effective as of the first day of the 
month, or the second month if the Participant's election form is not filed 
within the time prescribed by 


<PAGE>

the Employee Benefits Committee, following the month in which the Participant 
files his election form with the Employer, provided that:

      (i)   He has attained age 59 1/2; or

      (ii)  He has attained age 55 and has participated in the Plan and/or the 
Prior Plan for at least five years.

4.04  Responsibility for Investments

Each Participant is solely responsible for the selection of his investment 
options.  The Trustee, the Employee Benefits Committee, the Company and the 
officers, supervisors and other employees of the Company are not empowered to 
advise a Participant as to the manner in which his Accounts shall be invested.  
The fact that an Investment Fund is available to Participants for investment 
under the Plan shall not be construed as a recommendation for investment in 
that Investment Fund.

Article 5  Valuation of Accounts

5.01  Valuation of the Investment Funds

The Trustee shall value the Investment Funds on a monthly basis.  On each 
Valuation Date there shall be allocated to the Accounts of each Participant 
his proportionate share of the increase or decrease in the fair market value 
of his Accounts in each of the Investment Funds, in a manner determined by the 
Employee Benefits Committee.  Whenever an event requires a determination of 
the value of the Participant's Accounts, the value shall be computed as of the 
Valuation Date coincident with or immediately following the date of 
determination, subject to the provisions of Section 5.02.

5.02  Discretionary Power of the Employee Benefits Committee

The Employee Benefits Committee reserves the right to change from time to time 
the procedures used in valuing the Accounts or crediting (or debiting) the 
Accounts if it feels, after due deliberation and upon the advice of counsel 
and/or the current recordkeeper, that such an action is justified in that it 
results in a more accurate reflection of the fair market value of assets.  In 
the event of a conflict between the provisions of this Article and such new 
administrative procedures, those new administrative procedures shall prevail.


<PAGE>


5.03  Statement of Accounts

Each Participant shall be furnished, at least once per year, with a statement 
setting forth the value of his Accounts and the Vested Portion of his 
Accounts.

Article 6  Vested Portion of Accounts

6.01  Savings Plus, Regular Savings, Matching Contributions and Rollover 
Contributions Accounts.

A Participant shall at all times be 100% vested in, and have a nonforfeitable 
right to his Savings Plus Account, Regular Savings Account, Matching 
Contributions Account and Rollover Contributions Account.

Article 7  Withdrawals While Still Employed

7.01  Procedures and Restrictions

    (a)  To request a withdrawal described in Section 7.02, 7.03, or 7.04, a 
Participant shall give such advance written notice as may be required by the 
Employee Benefits Committee.

    (b)  Payment of withdrawal amounts shall be made as soon as practicable 
after the Valuation Date next following the expiration of the notice period.

    (c)  A Participant may request an unlimited number of withdrawals during a 
Plan Year.

    (d)  The amount of a Participant's withdrawal request must be at least 
$500.

    (e)  All withdrawals are payable pro rata from the investment funds 
(including the CSC Stock Fund) in which the Participant's Accounts are 
invested.

    (f)  According the Participant's election, withdrawals under Section 7.02 
or 7.03, shall be payable either in cash or, to the extent invested in the CSC 
Stock Fund, a combination of CSC Common Stock and cash.  Withdrawals under 
Section 7.04 shall be payable in cash only.

7.02  Regular Withdrawals

A Participant may elect at any time to withdraw all or a part of the Vested 
Portion of his Accounts attributable to the following sources in the following 
order:

    (a)  Regular Savings Account; then


<PAGE>


    (b)  Rollover Contributions Account; then

    (c)  Provided that the Participant has participated in the Plan and/or the 
Prior Plan for at least five years, Matching Contributions Account.

In the event the Participant makes a withdrawal in accordance with this 
Section 7.02, the Participant's Allotments shall be suspended for a period of 
three months.  Following a period of suspension, a Participant's Allotments 
shall automatically resume as of the first day of the first payroll period 
following such suspension period and shall be based on the Participant's 
election in effect immediately prior to the withdrawal request.

7.03  Age 59 1/2 Withdrawals

If the Participant has attained at least age 59 1/2, he may elect at any time 
to withdraw all or a part of the vested portion of his Accounts in the 
following order:

    (a)  Regular Savings Account; then

    (b)  Rollover Contributions Account; then

    (c)  Matching Contributions Account; then

    (d)  Savings Plus Account.

7.04  Hardship Withdrawals

    (a)  A Participant who can demonstrate compliance with the requirements of 
Section 7.04(b) may elect to withdraw all or a part of the Vested Portion of 
his Accounts in the following order:

      (i)   Regular Savings Account; then

      (ii)  Rollover Contributions Account; then

      (iii) Matching Contributions Account; then

      (iv)  Savings Plus Account and net earnings through December 31, 1988.

    (b)  A Participant may request a hardship withdrawal of the amounts 
described in Section 7.04(a) provided that the Participant complies with the 
following:


<PAGE>



      (i)   He has an immediate and heavy financial need as determined by the 
Employee Benefits Committee, and requests withdrawal from his Accounts of no 
more than is necessary to satisfy such need.

      (ii)  The distribution is necessary to satisfy the Participant's 
immediate and heavy financial need (including taxes and penalties reasonably 
anticipated from the distribution).  To meet this requirement, the Participant 
shall submit to the Employer a signed statement indicating that he does not 
have other resources reasonably available to satisfy the need (and the 
Employer may reasonably rely on such signed representation).  The following 
must not be available to the Participant in order for this condition to be 
satisfied:

        (A)  Reimbursement or compensation through insurance or otherwise;

        (B)  Other assets of the Participant available for liquidation, 
provided that the liquidation of such assets would not itself cause an 
immediate and heavy financial need;

        (C)  Continuation of Allotments under the Plan (such contributions 
must be discontinued if necessary to meet the need);

        (D)  Distributions or nontaxable loans from any qualified plan or the 
opportunity to borrow from commercial sources on reasonable commercial terms; 
or

        (E)  Assets of the Participant's spouse or minor children which are 
reasonably available to the Participant to meet the immediate and heavy 
financial need.

7.05  Participant Loans

    (a)  A Participant who is an Eligible Employee may borrow, subject to the 
provisions of this Section 7.05 and the loan rules that are considered to be 
part of the Plan, an amount from the Plan, which when added to the outstanding 
balance of all other loans to the Participant from the Plan and all other 
qualified plans maintained by the Employer or an Affiliated Employer, does not 
exceed the lesser of:

      (i)   $50,000 reduced by the excess, if any, of (A) the highest 
outstanding balance of loans to the Participant from the Plan and all other 
qualified plans maintained by the Employer or an Affiliated Employer during 
the one-year period ending on the day before the new loan is granted, over (B) 
the outstanding balance of such loans to the Participant on the day the new 
loan is granted; or


<PAGE>



      (ii)  50% of the Participant's Vested Portion of his Accounts determined 
as of the Valuation Date coincident with or immediately preceding the day 
before the new loan is granted.

    (b)  A Participant's loan shall be in $100.00 increments and shall not be 
for less than $500.

    (c)  A Participant may have up to three loans outstanding at any time as 
follows:

      (i)   Up to two general purpose loans, and

      (ii)  Up to one residential loan used for the purchase of the 
Participant's primary residence.

    (d)  In addition to such rules and regulations as the Employee Benefits 
Committee may adopt, all loans shall comply with the following additional 
requirements:

      (i)   The Participant shall make an application for a loan in writing to 
the Employer In making its determination with respect to granting the loan, 
the Employer shall look only to the adequacy of the Vested Portion of the 
Participant's Accounts.

      (ii)  Each loan shall be evidenced by a promissory note payable to the 
Plan.

      (iii) Each loan shall be secured by the balance in the Participant's 
Accounts.

      (iv)  The interest rate to be charged on loans shall be determined at 
the time of the loan application and shall be one percent above the prime rate 
as reported in the Wall Street Journal for the last business day of the 
calendar month preceding the calendar quarter end preceding the month in which 
the loan is granted.

      (v)   The period of repayment for any loan shall be arrived at by mutual 
agreement between the Employer and the Participant, but that period shall not 
be for the less than 3 years and shall not exceed (i) 15 years in the case of 
a loan used in conjunction with the purchase of the principal residence of the 
Participant, or (ii) 4 years in the case of any other loan.

      (vi)  Each loan shall require substantially level amortization over the 
term of the loan, with payments to be made as of each payroll period.

      (vii) For active Participants, payments of principal and interest shall 
be made by payroll deduction.  For all other Participants, payments of 
principal and interest shall be made by check or money order.


<PAGE>



      (viii) A loan may be prepaid in full as of any date without penalty.

    (e)  The amount of the loan shall be transferred pro rata from the 
Investment Funds in which the Participant's Accounts are invested to a special 
"Loan Fund" established for the Participant under the Plan.  After 
distribution of the loan proceeds to the Participant, the Loan Fund shall 
consist solely of the promissory note securing the Participant's loan.  All 
principal and interest loan repayments made by the Participant shall be 
invested in the Investment Funds then designated by the Participant in 
accordance with Section 4.02.  The investment gain or loss of the Loan Fund 
(including any gain or loss attributable to repayments or default) shall not 
be included in the calculation or allocation of the increase or decrease in 
the fair market value of the other assets of the Plan.  The entire gain or 
loss of the Loan Fund shall be allocated to the Accounts of the Participant.

    (f)  All loans shall become due and payable as of (i) the Valuation Date 
coinciding with or immediately following the date the Participant ceases to be 
an Employee, or (ii) the date the Plan is terminated.

    (g)  All loans shall be treated as in default and shall become immediately 
due and payable if the Participant's repayment is more than 90 days 
delinquent.  In such event, the Plan may execute upon its security interest in 
the Participant's Accounts under the Plan to satisfy the debt.  The Plan shall 
not, however, levy against any portion of the Participant's Accounts until 
such time as a distribution of such Accounts could otherwise be made under the 
terms of the Code and applicable regulations.

    (h)  The Plan Administrator shall adopt, and amend from time to time, any 
additional rules or restrictions that the Employee Benefits Committee deems 
necessary to implement and administer the loan program.  All such rules and 
restrictions shall be in writing and shall be communicated to Participants.  
Such documentation is incorporated by reference.

Article 8  Distribution of Accounts Upon Termination Of Employment

8.01  Eligibility

Upon a Participant's termination of employment the Vested Portion of his 
Accounts, as determined under Article 6, shall be distributed as provided in 
this Article.

8.02  Amount of Distribution

Upon his termination, a Participant shall be entitled to the Vested Portion of 
his Accounts determined as of the Valuation Date coincident with or 
immediately following his date of termination.  However, if distribution is 
deferred in accordance with Section 8.06, the 


<PAGE>

Participant or Beneficiary, as applicable, shall receive the Vested Portion of 
the Participant's Accounts determined as of such later Valuation Date 
immediately preceding distribution.

8.03  Form of Distribution

    (a)  Distribution of the Vested Portion of a Participant's Accounts shall 
be made in the form of a lump sum payment.

    (b)  Notwithstanding Section 8.03(a), if a Participant terminates 
employment with his Employer due to Disability or after he is eligible for an 
immediate retirement benefit under the CSC Outsourcing Inc. CUTW Hourly 
Retirement Plan and the value of the Vested Portion of the Participant's 
Accounts exceeds $3,500, the Participant may request that the Vested Portion 
of his Accounts be distributed in one of the following forms of payment:

      (i)   A single lump sum payment;

      (ii)  Annual installment payments not to exceed the life expectancy of 
the Participant; however, at any time the Participant may request that the 
balance in his Accounts be paid in a single lump sum payment; or

      (iii) A joint and survivor annuity in accordance with Section 8.04.

    (c)  In the event the Participant elects a distribution in accordance with 
either Section 8.03(b)(i) or 8.03(b)(ii), he may elect to receive the portion 
of his Accounts invested in the CSC Stock Fund in whole shares of CSC Stock 
(with the value of any fractional share and uninvested cash paid in cash).

8.04  Election of Annuity Form of Distribution

If a Participant elects, in accordance with Section 8.03, to receive a 
distribution of the Vested Portion of his Accounts in the form of a joint and 
survivor annuity, the provisions of this Section 8.04 shall apply.

    (a)  Unless a married Participant elects otherwise, the Vested Portion of 
his Accounts shall be payable in the form of a qualified joint and 50% 
survivor annuity.  Such annuity shall provide a monthly pension for the life 
of both the Participant and the spouse of the Participant.  If the Participant 
dies first, the monthly pension payable to the Participant's spouse shall be 
equal to 50% of the monthly pension payable to the Participant.

    (b)  Unless an unmarried Participant elects otherwise, the Vested Portion 
of his Accounts shall be payable in the form of a single life annuity.


<PAGE>



    (c)  The Employer shall furnish to each Participant (or Beneficiary) no 
less than 30 days and no more than 90 days before the Participant's annuity 
commencement date, a written explanation in nontechnical language of the terms 
and conditions of the annuity provided under this Section 8.04, the financial 
effect upon the Participant (or Beneficiary) of making an election under this 
Section 8.04 to receive an annuity in lieu of a single lump sum payment, the 
requirement for Spousal Consent (where applicable), and the right of the 
Participant (or Beneficiary) to make and to revoke an election of an annuity 
form of benefit.  An election of an annuity form of benefit shall be made on a 
form provided by the Employer, and may be made after the information described 
in this Section 8.04(d) is furnished to the Participant (or Beneficiary) and 
during the 90-day election period preceding the Participant's (or 
Beneficiary's) annuity commencement date.

    (d)  An election of an annuity form of benefit may be revoked on a form 
provided by the Employer, and subsequent elections and revocations may be made 
at any time and from time to time during the applicable election period.  An 
election of an annuity form of benefit shall be effective on the Participant's 
(or Beneficiary's) annuity commencement date.  A revocation of any election 
shall be effective when the completed form is filed with the Employer.  If a 
Participant who has elected an annuity form of benefit dies before the date 
the election becomes effective, the election shall be revoked.

    (e)  If a Participant elects an annuity form of benefit, the Employer 
shall direct the Trustee to provide the annuity form of benefit by purchasing 
a single premium annuity contract from an insurance company.  Such annuity 
contract may either be held by the Trustee as owner or as a non-transferable 
annuity contract which may be distributed to the Participant, his surviving 
spouse or Beneficiary in complete satisfaction of the benefits above provided 
and in full discharge of all liability of the Employer and Trustee hereunder.

8.05  Method of Payment for Eligible Rollover Distributions

    (a)  Notwithstanding any provision of the Plan to the contrary, if a 
Distributee is entitled to receive an Eligible Rollover Distribution which 
exceeds $200, the Distributee may elect, at the time and in the manner 
prescribed by the Employee Benefits Committee, and in accordance with this 
Section 8.05, to have his Eligible Rollover Distribution paid in accordance 
with one of the following methods:

      (i)   All of the Eligible Rollover distribution shall be paid directly 
to the Distributee; 

      (ii)  All of the Eligible Rollover Distribution shall be paid as a 
Direct Rollover to the Eligible Retirement Plan designated by the Distributee; 
or


<PAGE>



      (iii) The portion of the Eligible Rollover Distribution designated by 
the Participant, which portion shall be at least $500, shall be paid as a 
Direct Rollover to the Eligible Retirement Plan designated by the Distributee 
and the balance of the Eligible Rollover Distribution shall be paid directly 
to the Distributee.

    (b)  No less than 30 days and no more than 90 days prior to the 
Distributee's Plan benefit commencement date, the Employer shall provide the 
Distributee with an election form and a notice that satisfies the requirements 
of Section 1.411(a)-11(c) of the Income Tax Regulations and Section 402(f) of 
the Code.  In the event the Distributee does not return the signed election 
form by his Plan benefit commencement date, he shall be deemed to have elected 
the method of payment described in Section 8.05(a)(i).

    (c)  Notwithstanding the provisions of Section 8.05(b), distributions paid 
in accordance with Section 8.05(a) may commence less than 30 days after the 
material described in Section 8.05(b) is given to the Distributee provided 
that:

      (i)   The Distributee is notified that he has the right to a period of 
at least 30 days after receipt of the material to consider whether or not to 
elect a distribution; and

      (ii)  After receipt of such notification, he affirmatively elects to 
receive a distribution.

    (d)  The following definitions apply to the terms used in this Section 
8.05:

      (i)   "Eligible Rollover Distribution" means any distribution of all or 
any portion of the balance to the credit of the Distributee, except that an 
Eligible Rollover Distribution does not include:

        (A)  Any distribution that is one of a series of substantially equal 
periodic payments (not less frequently than annually) made for the life (or 
life expectancy) of the Distributee or the joint lives (or joint life 
expectancies) of the Distributee and the Distributee's designated beneficiary, 
or for a specified period of ten years or more;

        (B)  Any distribution to the extent such distribution is required 
under Section 401(a)(9) of the Code;

        (C)  The portion of any distribution that is not includible in gross 
income (determined without regard to the exclusion for net unrealized 
appreciation with respect to employer securities); and


<PAGE>



        (D)  Any other type of distribution that the Internal Revenue Service 
announces (pursuant to regulation, notice or otherwise) is not an Eligible 
Rollover Distribution pursuant to Section 402(c) of the Code.

      (ii)  "Eligible Retirement Plan" means an individual retirement account 
described in Section 408(a) of the Code, an individual retirement annuity 
described in Section 408(b) of the Code, an annuity plan described in Section 
403(a) of the Code, or a qualified trust described in Section 401(a) of the 
Code, that accepts the Distributee's Eligible Rollover Distribution.  However, 
in the case of an Eligible Rollover Distribution to the surviving spouse, an 
Eligible Retirement Plan is an individual retirement account or individual 
retirement annuity.

      (iii) "Distributee" includes an Employee or former Employee.  In 
addition, the Employee's or former Employee's surviving spouse and the 
Employee's or former Employee's spouse or former spouse who is the "alternate 
payee," as defined in Section 414(p)(8) of the Code, pursuant to a Qualified 
Domestic Relations Order are Distributees with regard to the interest of the 
spouse or former spouse.

      (iv)  "Direct Rollover" means a payment by the Plan to the Eligible 
Retirement Plan specified by the Distributee.

8.06  Timing of Distribution

    (a)  In the event that the value of the Vested Portion of the 
Participant's Accounts does not exceed $3,500 as of the Valuation Date 
coincident with or immediately following the Participant's termination of 
employment, distribution or commencement of distribution of the Vested Portion 
of the Participant's Accounts shall be made as soon as administratively 
practicable following the Participant's termination of employment.

    (b)  In the event that the value of the Vested Portion of the 
Participant's Accounts is more than $3,500 as of the Valuation Date coincident 
with or immediately following the Participant's termination of employment, 
payment of his distribution shall automatically be delayed to the date that 
the Participant attains Normal Retirement Age.  Notwithstanding the foregoing, 
a Participant may, in accordance with such procedures as the Employee Benefits 
Committee prescribes, elect to have the distribution of the Vested Portion of 
his Accounts made or commence as of any Valuation Date coincident with or 
following his termination of employment and coincident with or before the date 
that the Participant attains Normal Retirement Age.

    (c)  Upon the Participant's death prior to commencement of benefits, his 
Beneficiary may elect to commence distribution as soon as administratively 
feasible after any 


<PAGE>

Valuation Date that next follows the Participant's date of death but in no 
event later than either Section 8.06(c)(i) or 8.06(c)(ii):

      (i)   If the Beneficiary is not the Participant's spouse, the December 
31 of the calendar year following the calendar year in which the Participant 
dies; or

      (ii)  If the Beneficiary is the Participant's spouse, the later of the 
December 31 of the calendar year in which the Participant would have attained 
age 70 1/2 or the December 31 following the calendar year in which the 
Participant dies.

Notwithstanding the foregoing, in the event the Participant has no surviving 
spouse and no designated Beneficiary, distribution of the Participant's 
Accounts must be made on or before the December 31 of the fifth full calendar 
year following the Participant's death.

    (d)  (i)   Notwithstanding any provision of the Plan to the contrary, 
unless the Participant elects otherwise, in no event can distribution of the 
Vested Portion of a Participant's Accounts occur later than 60 days after the 
close of the Plan Year in which occurs the later of (i) the Participant's 
termination of employment, or (ii) the 65th anniversary of the Participant's 
birth.

      (ii)  In no event shall distribution of a Participant's Accounts begin 
later than the April 1 following the calendar year in which he attains age 
seventy and one-half (70-1/2).  If, however, the Participant attains age 
seventy and one-half (70-1/2) prior to January 1, 1988, and does not at any 
time after he attains age sixty-six and one-half (66-1/2) own a five percent 
(5%) or more interest in the Employer or an Affiliated Employer, the 
Participant may delay distribution of his benefits until his actual 
retirement.

    (e)  Notwithstanding any provision of the Plan to the contrary, all Plan 
distributions shall conform to the regulations issued under Section 401(a)(9) 
of the Code, including the incidental death benefit provisions of Section 
401(a)(9)(G) of the Code.  Further, such regulations shall override any Plan 
provision that is inconsistent with Section 401(a)(9) of the Code.  

8.07  Status of Accounts Pending Distribution

In the event that distribution of the Vested Portion of a Participant's 
Accounts are delayed in accordance with Section 8.06, such Accounts shall be 
invested in the Investment Funds last designated by the Participant in 
accordance with Section 4.02 or 4.03.  A Participant, or Beneficiary in the 
event of the Participant's death, may elect to reallocate the Participant's 
Accounts among the Investment Funds, in multiples of 1%, in accordance with 
Section 4.03(b).


<PAGE>



Article 9.  Administration of the Plan

9.01  Appointment of Employee Benefits Committee 

The general administration of the Plan and the responsibility for carrying out 
the provisions of the Plan shall be placed in the Employee Benefits Committee 
appointed by the Board of Directors to serve at the pleasure of the Company.  
The Employee Benefits Committee shall be composed of at least 3 members.  Any 
person appointed a member of the Employee Benefits Committee shall signify his 
acceptance by filing written acceptance with the Company.  Any member of the 
Employee Benefits Committee may resign by delivering his written resignation 
to the Company.

9.02  Duties of Employee Benefits Committee 

The members of the Employee Benefits Committee (i) shall elect a chairperson 
from their number and a secretary who may be, but need not be, one of the 
members of the Employee Benefits Committee; (ii) may appoint from their number 
such subcommittees with such powers as they shall determine; (iii) may 
authorize one or more of their number or any agent to execute or deliver any 
instrument or make any payment on their behalf; (iv) may retain counsel, 
employ agents and provide for such clerical, accounting, actuarial and 
consulting services as they may require in carrying out the provisions of the 
Plan; and (v) may allocate among themselves or delegate to other persons all 
or such portion of their duties under the Plan, other than those granted to 
the Trustee under the trust instrument adopted for use in implementing the 
Plan, as they, in their sole discretion, shall decide.

9.03  Meetings 

The Employee Benefits Committee shall hold meetings upon such notice, at such 
place or places, and at such time or times as the members of the Employee 
Benefits Committee may from time to time determine.

9.04  Action of Majority 

Any act which the Plan authorizes or requires of the Employee Benefits 
Committee shall be done by a majority of its members.  The action of that 
majority expressed from time to time by a vote at a meeting or in writing 
without a meeting shall constitute the action of the Employee Benefits 
Committee and shall have the same effect for all purposes as if assented to by 
all members of the Employee Benefits Committee at the time in office.

9.05  Compensation and Bonding 

No member of the Employee Benefits Committee shall receive any compensation 
from the Plan for his services as such.  The Company shall purchase such bonds 
as may be required under ERISA.


<PAGE>



9.06  Establishment of Rules 

Subject to the limitations of the Plan, the Employee Benefits Committee shall 
prescribe such forms, make such rules, regulations, interpretations and 
computations, and shall take such other action to administer the Plan, as it 
may deem appropriate.  In administering the Plan, the Employee Benefits 
Committee shall act in a uniform and nondiscriminatory manner and in full 
accordance with any and all laws applicable to the Plan.

9.07  Manner of Administering 

The Employee Benefits Committee shall have the sole and complete discretion to 
interpret and administer the terms of the Plan and to determine eligibility 
for benefits and the amount of any such benefits pursuant to the terms of the 
Plan, and in so doing the Employee Benefits Committee may correct defects, 
supply omissions and reconcile inconsistencies to the extent necessary to 
effectuate the Plan, and such actions shall be binding and conclusive on all 
persons.

9.08  Prudent Conduct 

The members of the Employee Benefits Committee shall use that degree of care, 
skill, prudence and diligence that a prudent person acting in a like capacity 
and familiar with such matters would use in a similar situation.

9.09  Service In More Than One Fiduciary Capacity 

Any individual, entity or group of persons may serve in more than one 
fiduciary capacity with respect to the Plan and/or the funds of the Plan.

9.10  Limitation of Liability 

The Employer, the members of the Board of Directors, the members of the 
Employee Benefits Committee, and any officer, employee or agent of the 
Employer shall not incur any liability individually or on behalf of any other 
individuals or on behalf of the Employer for any act, or failure to act, made 
in good faith in relation to the Plan or the funds of the Plan.  However, this 
limitation shall not act to relieve any such individual or the Employer from a 
responsibility or liability for any fiduciary responsibility, obligation or 
duty under Part 4, Title I of ERISA.

9.11  Indemnification 

The members of the Employee Benefits Committee, members of the Board of 
Directors, officers, employees and agents of the Employer shall be indemnified 
against any and all liabilities arising by reason of any act, or failure to 
act, in relation to the Plan or the funds 


<PAGE>

of the Plan, including, without limitation, expenses reasonably incurred in 
the defense of any claim relating to the Plan or the funds of the Plan, and 
amounts paid in any compromise or settlement relating to the Plan or the funds 
of the Plan, except for willful and intentional actions or failures to act.  
The foregoing indemnification shall be from the funds of the Plan to the 
extent of those funds and to the extent permitted under applicable law; 
otherwise from the assets of the Employer.

9.12  Expenses of Administration 

All expenses that arise in connection with the administration of the Plan, 
including but not limited to the compensation of the Trustee, administrative 
expenses and proper charges and disbursements of the Trustee and compensation 
and other expenses and charges of any enrolled actuary, counsel, accountant, 
specialist, or other person who has been retained by the Employee Benefits 
Committee in connection with the administration thereof, shall be paid from 
the Trust to the extent not paid by the Employer.

9.13  Claims and Review Procedures 

    (a)  Applications for benefits and inquiries concerning the Plan (or 
concerning present or future rights to benefits under the Plan) shall be 
submitted to the Employee Benefits Committee in writing.  An application for 
benefits shall be submitted on the prescribed form and shall be signed by the 
applicant.

    (b)  In the event that an application for benefits is denied in whole or 
in part, the Employee Benefits Committee shall notify the applicant in writing 
of the denial and of the right to review of the denial.  The written notice 
shall set forth, in a manner calculated to be understood by the applicant, 
specific reasons for the denial, specific references to the provisions of the 
Plan on which the denial is based, a description of any information or 
material necessary for the applicant to perfect the application, an 
explanation of why the material is necessary, and an explanation of the review 
procedure under the Plan.  The written notice shall be given to the applicant 
within a reasonable period of time (not more than 90 days) after the Employee 
Benefits Committee receives the application, unless special circumstances 
require further time for processing and the applicant is advised of the 
extension.  In no event shall the notice be given more than 180 days after the 
Employee Benefits Committee receives the application.

    (c)  An applicant whose application for benefits was denied in whole or 
part, or the applicant's duly authorized representative, may appeal the denial 
by submitting to the Employee Benefits Committee a request for a review of the 
application within 60 days after receiving written notice of the denial from 
the Employee Benefits Committee.  The Employee Benefits Committee shall give 
the applicant or his representative an opportunity to review pertinent 
materials, other than legally privileged documents, in preparing the request 
for a review.  The request for a 


<PAGE>

review shall be in writing and addressed to the Employee Benefits Committee.  
The request for a review shall set forth all of the grounds on which it is 
based, all facts in support of the request and any other matters that the 
applicant deems pertinent.  The Employee Benefits Committee may require the 
applicant to submit such additional facts, documents or other materials as it 
may deem necessary or appropriate in making its review.

    (d)  The Employee Benefits Committee shall act on each request for a 
review within 60 days after receipt, unless special circumstances require 
further time for processing and the applicant is advised of the extension.  In 
no event shall the decision on review be rendered more than 120 days after the 
Employee Benefits Committee receives the request for a review.  The Employee 
Benefits Committee shall give prompt written notice of its decision to the 
applicant.  In the event that the Employee Benefits Committee confirms the 
denial of the application for benefits in whole or in part, the notice shall 
set forth, in a manner calculated to be understood by the applicant, the 
specific reasons for the decision and specific references to the provisions of 
the Plan on which the decision is based.

    (e)  No legal action for benefits under the Plan shall be brought unless 
and until the claimant (i) has submitted a written application for benefits in 
accordance with paragraph (a), (ii) has been notified by the Employee Benefits 
Committee that the application is denied, (iii) has filed a written request 
for a review of the application in accordance with paragraph (c) and (iv) has 
been notified in writing that the Employee Benefits Committee has affirmed the 
denial of the application; provided, however, that legal action may be brought 
after the Employee Benefits Committee has failed to take any action on the 
claim within the time prescribed by paragraphs (b) and (d) above.

Article 10.  Management of Funds

10.01  The Trustee 

All the funds of the Plan shall be held in the Trust by a Trustee appointed 
from time to time by the Company under a trust instrument adopted, or as 
amended, by the Company for use in providing the benefits of the Plan and 
paying its expenses not paid directly by an Employer.  No Employer shall have 
any liability for the payment of benefits under the Plan nor for the 
administration of the Trust held by the Trustee.

10.02  Exclusive Benefit Rule 

Except as otherwise provided in the Plan, no part of the corpus or income of 
the funds of the Plan shall be used for, or diverted to, purposes other than 
for the exclusive benefit of Participants and other persons entitled to 
benefits under the Plan, and paying Plan expenses not otherwise paid by the 
Employer, before the satisfaction of all liabilities with 


<PAGE>

respect to them.  No person shall have any interest in or right to any part of 
the earnings of the Trust, or any right in, or to, any part of the assets held 
under the Plan, except as and to the extent expressly provided in the Plan.

10.03  Appointment of Investment Manager 

The Company, in its sole discretion, shall determine the investment policy for 
the Plan.  However, the Company may, in its sole discretion, appoint one or 
more Investment Managers to manage the assets of the Plan (including the power 
to acquire and dispose of all or part of such assets) as the Company shall 
designate.  In that event, the authority over and responsibility for the 
management of the assets so designated shall be the sole responsibility of 
that Investment Manager.

Article 11.  Amendment, Merger and Termination

11.01  Amendment of the Plan 

The Company, by action of its Board of Directors, may at any time and from 
time to time, and retroactively if deemed necessary or appropriate, amend in 
whole or in part any or all of the provisions of the Plan.  However, no 
amendment shall make it possible for any part of the funds of the Plan to be 
used for, or diverted to, purposes other than for the exclusive benefit of 
persons entitled to benefits under the Plan, before the satisfaction of all 
liabilities with respect to them.  No amendment shall be made which has the 
effect of decreasing the Accrued Pension of any Participant or of reducing the 
nonforfeitable percentage of the Accrued Pension of a Participant below the 
nonforfeitable percentage computed under the Plan as in effect on the date on 
which the amendment is adopted or, if later, the date on which the amendment 
becomes effective.  No amendment shall be made which affects the rights, 
duties or responsibilities of the Trustee unless the Trustee provides written 
consent to such amendment.

11.02  Merger or Consolidation 

The Company may, in its sole discretion, merge this Plan with another 
qualified plan, subject to any applicable legal requirements.  However, the 
Plan may not be merged or consolidated with, and its assets or liabilities may 
not be transferred to, any other plan unless each person entitled to benefits 
under the Plan would, if the resulting plan were then terminated, receive a 
benefit immediately after the merger, consolidation, or transfer which is 
equal to or greater than the benefit he would have been entitled to receive 
immediately before the merger, consolidation, or transfer if the Plan had then 
terminated.

11.03  Termination of the Plan 

The Company, by action of its Board of Directors, may terminate the Plan or 
completely discontinue contributions under the Plan for any reason at any 
time.  In case of 


<PAGE>

termination or partial termination of the Plan, or complete discontinuance of 
Company contributions to the Plan, the rights of affected Participants to 
their Accounts under the Plan as of the date of the termination or 
discontinuance shall be nonforfeitable.  The total amount in each 
Participant's Accounts shall be distributed, as the Employee Benefits 
Committee shall direct, to the Participant or for the Participant's benefit or 
held in trust for the Participant's benefit.

Article 12.  General Provisions

12.01  Nonalienation; Qualified Domestic Relations Orders 

    (a)  Except as required by any applicable law, no benefit under the Plan 
shall in any manner be anticipated, assigned or alienated, and any attempt to 
do so shall be void.  However, payment shall be made in accordance with the 
provisions of any Qualified Domestic Relations Order.

    (b)  An immediate lump sum payment, which is the Actuarial Equivalent of 
the series of payments provided for in a Qualified Domestic Relations Order, 
shall be made in lieu of the series of payments if the value of the lump sum 
payment is $3,500 or less.

12.02  Conditions of Employment Not Affected by Plan 

The establishment of the Plan shall not confer any legal rights upon any 
Employee or other person for a continuation of employment, nor shall it 
interfere with the right of the Employer (which right is hereby reserved) to 
discharge any Employee and to treat him without regard to the effect which 
that treatment might have upon him as a Participant or potential Participant 
of the Plan.

12.03  Facility of Payment 

    (a)  If the Employee Benefits Committee finds that a Participant or other 
person entitled to a benefit is unable to care for his affairs because of 
illness or accident, the Employee Benefits Committee may direct that any 
benefit due him, unless a claim has been made for the benefit by a duly 
appointed legal representative, be paid to his spouse, a child, a parent or 
other blood relative, or to a person with whom he resides.  Any payment so 
made shall be a complete discharge of the liabilities of the Plan for that 
benefit.

    (b)  If the Employee Benefits Committee finds that a Participant or other 
person entitled to a benefit is a minor, the Employee Benefits Committee may 
direct that any benefit due him, unless a claim has been made for the benefit 
by a duly appointed legal representative, be paid in the following order of 
preference: (i) to the minor's custodial parent(s); (ii) if no custodial 
parent of the minor is then 


<PAGE>

living, to a custodian selected by the Employee Benefits Committee to hold the 
funds for the minor under the Uniform Transfers or Gifts to Minors Act in 
effect in the jurisdiction in which the minor resides; (iii) if the Employee 
Benefits Committee decides not to select a custodian pursuant to subparagraph 
(ii), to the duly appointed and currently acting guardian of the estate of the 
minor; or (iv) if no guardian of the estate of the minor is duly appointed or 
currently acting within 60 days of the date the amount becomes payable, to the 
court having jurisdiction over the estate of the minor.

12.04  Information 

    (a)  Each Participant, Beneficiary or other person entitled to a benefit, 
before any benefit shall be payable to him or on his account under the Plan, 
shall file with the Employer the information that it shall require to 
establish his rights and benefits under the Plan.

    (b)  If a Participant in his application for retirement income, or in 
response to any request by the Employer or Employee Benefits Committee for 
information, makes any statement which is erroneous or omits any material fact 
or fails before receiving his first payment to correct any information that he 
previously incorrectly furnished to the Employer or the Employee Benefits 
Committee for its records, the amount of his Pension shall be adjusted on the 
basis of the current facts, and the amount of any overpayment or underpayment 
made to the Participant shall be deducted from, or added to, his next 
succeeding payments as the Employee Benefits Committee shall direct.

12.05  Proof of Death and Right of Beneficiary or Other Person

The Employer may require and rely upon such proof of death and such evidence 
of the right of any Beneficiary or other person to receive the value of the 
Accounts of a deceased Participant as the Employee Benefits Committee may deem 
proper, and its determination of death and of the right of that Beneficiary or 
other person to receive payment shall be conclusive.

12.06  Failure to Locate Recipient

In the event that the Employee Benefits Committee is unable to locate a 
Participant or Beneficiary who is entitled to payment under the Plan within 5 
years from the date such payment was to have been made, the amount to which 
such Participant or Beneficiary was entitled shall be declared a forfeiture 
and shall be used to reduce future Employer contributions to the Plan.  If the 
Participant or Beneficiary is later located, the benefit which was previously 
forfeited hereunder shall be restored by means of an additional Employer 
contribution to the Plan, if necessary.


<PAGE>



12.07  Action by the Board of Directors

Any action required or permitted to be taken by the Board of Directors under 
the Plan shall be by resolution adopted by the Board of Directors at a meeting 
held either in person or by telephone or other electronic means, or by 
unanimous written consent in lieu of a meeting.  The Board of Directors may, 
in its discretion, appoint the Executive Committee or another Committee to 
take those actions on its behalf which are the responsibility of the Board of 
Directors in accordance with the terms of the Plan.

12.08  Construction

    (a)  The Plan shall be construed, regulated and administered pursuant to 
the laws of the State of California, except where ERISA controls.

    (b)  If any provision of this instrument is held by a court of competent 
jurisdiction to be invalid or unenforceable, the remaining provisions hereof 
shall continue to be fully effective.

    (c)  The use of the masculine pronoun in this Plan shall include the 
feminine pronoun wherever appropriate, and vice versa.

    (d)  The use of the singular form of a word in this Plan shall include the 
plural form wherever appropriate, and vice versa.

    (e)  The titles and headings of the Articles and Sections in this Plan are 
for convenience only.  In the case of ambiguity or inconsistency, the text 
rather than the titles or headings shall control.


<PAGE>






                             Execution of the Plan

CSC Outsourcing, Inc. CUTW Hourly Savings Plan is hereby executed this 2nd day 
of February, 1996.


                                    /s/ HAYWARD D. FISK 
                                    (Signature)


                                    Vice President 
                                    (Title)





<PAGE>


Appendix A.  Maximum Annual Additions Limitation

Section 3.10 of the Plan shall be construed in accordance with this Appendix 
A.  Unless the context clearly requires otherwise, words and phrases used in 
this Appendix A shall have the same meanings that are assigned to them under 
the Plan.

The Plan Year shall be considered a "limitation year" for purposes of this 
Appendix A and Section 415 of the Code.

A.01  Definitions

The following words and phrases, when used in this Appendix A with an initial 
capital letter, shall have the following meanings, unless the context clearly 
indicates otherwise:

"Annual Additions" on behalf of a Participant under the Plan or any other 
qualified plan maintained by the Employer or an Affiliated Employer for the 
Plan Year shall not include loan repayments by the Participant or 
contributions to the Participant's Rollover Contributions Account but shall 
include:

    (a)  The total contributions, including Savings Plus Allotments and 
Company Matching Contributions, made on behalf of the Participant by the 
Employer and all Affiliated Employers under this Plan or any other qualified 
Defined Contribution Plan;

    (b)  With respect to limitation years beginning before 1987, the lesser of 
the part of the Participant's contributions in excess of 6% of his Section 415 
Compensation or one-half of his total contributions to the Plan or any other 
qualified Defined Contribution Plan maintained by the Employer or an 
Affiliated Employer;

    (c)  With respect to Limitation Years beginning after 1986, all of the 
Participant's contributions to this Plan or any other qualified Defined 
Contribution Plan maintained by the Employer or an Affiliated Employer;

    (d)  Forfeitures, if applicable, that have been allocated to the 
Participant's Accounts under this Plan or his accounts under any other 
qualified Defined Contribution Plan maintained by the Employer or an 
Affiliated Employer;

    (e)  Voluntary or mandatory contributions made by the Participant under 
the CSC Outsourcing Inc. CUTW Hourly Savings Plan or another qualified Defined 
Benefit Plan maintained by the Employer or an Affiliated Employer; and

    (f)  Contributions made on behalf of the Participant to an "individual 
medical benefit account" under a pension or annuity plan maintained by the 
Employer or an Affiliated Employer, as described, and to the extent required, 
under Section 415(l) of the Code.


<PAGE>


"Defined Benefit Plan" means any qualified pension plan which is not a Defined 
Contribution Plan; however, in the case of a Defined Benefit Plan which 
provides a benefit which is based partly on the balance of the separate 
account of a participant, that plan shall be treated as a Defined Contribution 
Plan to the extent benefits are based on the separate account of a participant 
and as a Defined Benefit Plan with respect to the remaining portion of the 
benefits under the plan.

"Defined Benefit Plan Fraction" for any limitation year is a fraction -

    (a)  The numerator of which is the projected annual benefit of the 
Participant (determined as of the close of the limitation year) under all 
Defined Benefit Plans maintained by the Employer or an Affiliated Employer; 
and

    (b)  The denominator of which is the lesser of (i) or (ii) below:

      (i)   The product of 1.25 multiplied by the defined benefit plan dollar 
limitation under Section 415(b)(1)(A) of the Code (multiplied by the 
Adjustment Factor) in effect for such limitation year; or

      (ii)  The product of 1.4 multiplied by an amount that is 100% of the 
Participant's average Section 415 Compensation for the three consecutive years 
in which his Section 415 Compensation was the highest.

"Defined Contribution Plan" means any qualified pension plan which provides 
for an individual account for each participant and for benefits based solely 
upon the amount contributed to the participant's account, and any income, 
expenses, gains and losses, and any forfeitures of accounts of other 
participants which may be allocated to that participant's accounts, subject to 
the limitations described in the definition of "Defined Benefit Plan" above.

"Defined Contribution Plan Fraction" for any limitation year is a fraction --

    (a)  The numerator of which is the sum of the Annual Additions made by the 
Employer or an Affiliated Employer on behalf of the Participant for such 
limitation year and all prior limitation years; and

    (b)  The denominator of which is the sum of the lesser of (i) or (ii) 
below determined for such limitation year and for each prior year of service 
with the Employer or an Affiliated Employer:

      (i)   The product of 1.25 multiplied by the defined contribution plan 
dollar limitation under Section 415(c)(1)(A) of the Code (multiplied by the 
Adjustment Factor); or


<PAGE>



      (ii)  The product of 1.4 multiplied by an amount equal to 25% of the 
Participant's Section 415 Compensation for such year.

At the direction of the Employee Benefits Committee, the portion of the 
denominator of that fraction with respect to limitation years ending before 
1983 shall be computed as the denominator for the limitation year ending in 
1982, as determined under the law as then in effect, multiplied by a fraction 
the numerator of which is the lesser of:

        (A)  $51,875; or

        (B)  1.4 multiplied by 25% of the Participant's Section 415 
Compensation for the limitation year ending in 1981;

and the denominator of which is the lesser of:

        (A)  $41,500; or

        (B)  25% of the Participant's Section 415 Compensation for that 
limitation year.

A.02  Maximum Annual Additions Limitation

If the Annual Additions to a Participant's Accounts for any Plan Year would 
otherwise exceed the limitation set forth in Section 3.10, the excess Annual 
Additions to such Participant's Accounts for such Plan Year shall be reduced 
in the following order:

      (i)   The Participant's unmatched Regular Savings Allotments shall be 
reduced to the extent necessary.  The amount of the reduction, together with 
any earnings on the contributions to be returned, shall be returned to the 
Participant.

      (ii)  Next, the Participant's unmatched Savings Plus Allotments shall be 
reduced to the extent necessary.  The amount of the reduction, together with 
any earnings on the contributions to be returned, shall be returned to the 
Participant.

      (iii) Next, the Participant's matched Regular Savings Allotments and 
corresponding Company Matching Contributions shall be reduced to the extent 
necessary.  The amount of the reduction attributable to the Participant's 
matched Regular Savings Allotments, together with any earnings on the 
contributions to be returned, shall be returned to the Participant and the 
amount attributable to the Company Matching Contributions shall be applied to 
reduce subsequent Company Matching Contributions.

      (iv)  Next, the Participant's matched Savings Plus Allotments and 
corresponding Company Matching Contributions shall be reduced to the extent 
necessary.  The 


<PAGE>

amount of the reduction attributable to the Participant's matched Savings Plus 
Allotments, together with any earnings on the contributions to be returned, 
shall be returned to the Participant and the amount attributable to the 
Company Matching Contributions shall be applied to reduce subsequent Company 
Matching Contributions.

A.03  Participant in a Defined Benefit Plan

    (a)  If a Participant under this Plan has at any time participated in a 
Defined Benefit Plan maintained by the Employer or an Affiliated Employer, the 
sum of the Participant's Defined Benefit Plan Fraction and Defined 
Contribution Plan Fraction shall not exceed 1.0.

    (b)  In the event the sum of a Participant's Defined Benefit Plan Fraction 
and Defined Contribution Plan Fraction exceeds 1.0, his benefits under, and 
contributions to, all plans shall be accomplished by first reducing the 
benefits otherwise payable to the Participant under the CSC Outsourcing Inc. 
CUTW Hourly Retirement Plan or any other Defined Benefit Plan in which the 
Participant participates (in the manner and priority set forth in such plans), 
and second by reducing the contributions made on behalf of the Participant to 
the Plan or any other Defined Contribution Plans in which the Participant 
participates in such priority as shall be determined by the Employee Benefits 
Committee for the Plan and the administrators of such other plans.  The 
necessary reductions may, however, be made in a different manner and priority 
pursuant to the agreement of the Employee Benefits Committee for the Plan and 
the administrators of all other plans in which the Participant participates.















<PAGE>


                                  Exhibit 4.1







                              CSC OUTSOURCING INC
                            CUTW HOURLY SAVINGS PLAN






                            Effective August 5, 1995








<PAGE>




                              TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                   Page
                                                                   ----
<S>         <C>                                                    <C>
Article 1.  Definitions ...........................................  1
   1.01     Accounts ..............................................  1
   1.02     Actual Deferral Percentage ............................  1
   1.03     Actual Deferral Ratio .................................  1
   1.04     Adjustment Factor .....................................  1
   1.05     Affiliated Employer ...................................  2
   1.06     Allotments ............................................  2
   1.07     Beneficiary ...........................................  2
   1.08     Board of Directors ....................................  2
   1.09     Break in Service ......................................  2
   1.10     Code ..................................................  2
   1.11     Company ...............................................  2
   1.12     Company Matching Contributions ........................  2
   1.13     Compensation ..........................................  2
   1.14     Disability or Disabled ................................  3
   1.15     Earnings ..............................................  3
   1.16     Effective Date ........................................  3
   1.17     Eligible Employee .....................................  3
   1.18     Employee ..............................................  3
   1.19     Employee Benefits Committee ...........................  3
   1.20     Employer ..............................................  3
   1.21     Enrollment Date .......................................  3
   1.22     ERISA .................................................  3
   1.23     Highly Compensated Employee ...........................  4
   1.24     Hour of Service .......................................  5
   1.25     Investment Funds ......................................  6
   1.26     Leased Employee .......................................  6
   1.27     Leave of Absence ......................................  6
   1.28     Matching Contributions Account ........................  6
   1.29     Maximum Compensation Limitation .......................  6
   1.30     Non-Highly Compensated Employee .......................  7
   1.31     Normal Retirement Age .................................  7
   1.32     Parental Leave ........................................  7
   1.33     Participant ...........................................  7
   1.34     Plan ..................................................  7
   1.35     Plan Administrator ....................................  7
   1.36     Plan Year .............................................  7
   1.37     Prior Employer ........................................  7
   1.38     Prior Plan ............................................  7
   1.39     Qualified Domestic Relations Order ....................  8
   1.40     Qualified Nonelective Contributions ...................  8
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                                   Page
                                                                   ----
<S>         <C>                                                    <C>
   1.41     Regular Savings Account ...............................  8
   1.42     Regular Savings Allotments ............................  8
   1.43     Rollover Contributions ................................  8
   1.44     Rollover Contributions Account ........................  8
   1.45     Savings Plus Account ..................................  8
   1.46     Savings Plus Allotments ...............................  9
   1.47     Section 414(s) Compensation ...........................  9
   1.48     Section 415 Compensation ..............................  9
   1.49     Spousal Consent .......................................  9
   1.50     Trust ................................................. 10
   1.51     Trustee ............................................... 10
   1.52     Union ................................................. 10
   1.53     Valuation Date ........................................ 10
   1.54     Vested Portion ........................................ 10
   1.55     Year of Eligibility Service ........................... 10

Article 2.  Eligibility and Participation ......................... 10
   2.01     Eligibility ........................................... 10
   2.02     Participation ......................................... 10
   2.03     Reemployment of Former Employees and Former
              Participants ........................................ 11
   2.04     Transferred Participants .............................. 11
   2.05     Termination of Participation .......................... 11

Article 3.  Contributions ......................................... 11
   3.01     Savings Plus Allotments ............................... 11
   3.02     Regular Savings Allotments ............................ 12
   3.03     Change in Contributions ............................... 12
   3.04     Suspension of Contributions ........................... 13
   3.05     Company Matching Contributions ........................ 13
   3.06     Rollover Contributions ................................ 13
   3.07     Section 402(g) Limitation on Savings Plus Allotments .. 14
   3.08     Section 401(k) Limitation on Savings Plus Allotments
              (Actual Deferral Percentage Test) ................... 15
   3.09     Additional Discrimination Testing Provisions .......... 17
   3.10     Maximum Annual Additions Limitation ................... 17
   3.11     Return of Contributions ............................... 18

Article 4.  Investment of Contributions ........................... 18
   4.01     Investment of Participants' Prior Plan Accounts ....... 18
   4.02     Investment of Participants' Allotments ................ 19
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                                   Page
                                                                   ----
<S>         <C>                                                    <C>
   4.03     Investment Changes .................................... 19
   4.04     Responsibility for Investments ........................ 20

Article 5.  Valuation of Accounts ................................. 20
   5.01     Valuation of the Investment Funds ..................... 20
   5.02     Discretionary Power of the Employee Benefits Committee  20
   5.03     Statement of Accounts ................................. 21

Article 6.  Vested Portion of Accounts ............................ 21
   6.01     Savings Plus, Regular Savings, Matching 
              Contributions and Rollover Contributions Accounts ... 21

Article 7.  Withdrawals While Still Employed ...................... 21
   7.01     Procedures and Restrictions ........................... 21
   7.02     Regular Withdrawals ................................... 21
   7.03     Age 59 1/2 Withdrawals ................................ 22
   7.04     Hardship Withdrawals .................................. 22
   7.05     Participant Loans ..................................... 23

Article 8.  Distribution of Accounts Upon Termination Of Employment 25
   8.01     Eligibility ........................................... 25
   8.02     Amount of Distribution ................................ 25
   8.03     Form of Distribution .................................. 26
   8.04     Election of Annuity Form of Distribution .............. 26
   8.05     Method of Payment for Eligible Rollover Distributions . 27
   8.06     Timing of Distribution ................................ 29
   8.07     Status of Accounts Pending Distribution ............... 30

Article 9.  Administration of the Plan ............................ 31
   9.01     Appointment of Employee Benefits Committee ............ 31
   9.02     Duties of Employee Benefits Committee ................. 31
   9.03     Meetings .............................................. 31
   9.04     Action of Majority .................................... 31
   9.05     Compensation and Bonding .............................. 31
   9.06     Establishment of Rules ................................ 32
   9.07     Manner of Administering ............................... 32
   9.08     Prudent Conduct ....................................... 32
   9.09     Service In More Than One Fiduciary Capacity ........... 32
   9.10     Limitation of Liability ............................... 32
   9.11     Indemnification ....................................... 32
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                                   Page
                                                                   ----
<S>         <C>                                                    <C>
   9.12     Expenses of Administration ............................ 33
   9.13     Claims and Review Procedures .......................... 33

Article 10. Management of Funds ................................... 34
  10.01     The Trustee ........................................... 34
  10.02     Exclusive Benefit Rule ................................ 34
  10.03     Appointment of Investment Manager ..................... 35

Article 11.  Amendment, Merger and Termination .................... 35
  11.01     Amendment of the Plan ................................. 35
  11.02     Merger or Consolidation ............................... 35
  11.03     Termination of the Plan ............................... 35

Article 12. General Provisions .................................... 36
  12.01     Nonalienation; Qualified Domestic Relations Orders .... 36
  12.02     Conditions of Employment Not Affected by Plan ......... 36
  12.03     Facility of Payment ................................... 36
  12.04     Information ........................................... 37
  12.05     Proof of Death and Right of Beneficiary or Other Person 37
  12.06     Failure to Locate Recipient ........................... 37
  12.07     Action by the Board of Directors ...................... 38
  12.08     Construction .......................................... 38

Appendix A. Maximum Annual Additions Limitation ................... 40
   A.01     Definitions ........................................... 40
   A.02     Maximum Annual Additions Limitation ................... 42
   A.03     Participant in a Defined Benefit Plan ................. 43

</TABLE>


<PAGE>


                              PREAMBLE TO THE
                            CSC OUTSOURCING INC
                          CUTW HOURLY SAVINGS PLAN

Computer Sciences Corporation (the "Company") is the successor employer for 
certain employees of Southern New England Telephone ("SNET") who are 
represented by the Connecticut Union of Telephone Workers, Inc. (referred to 
as the "Union Employees").  The Union Employees were eligible to participate 
in the SNET Bargaining Unit Retirement Savings Plan (the "Prior Plan"), which 
is maintained by SNET.  Effective August 5, 1995, the Prior Plan's assets and 
liabilities with respect to the Union Employees were spun off to the CSC 
Outsourcing Inc. CUTW Hourly Savings Plan (the "Plan").  The terms of the Plan 
are effective August 5, 1995.





<PAGE>







                             CSC OUTSOURCING INC
                           CUTW HOURLY SAVINGS PLAN


                           Effective August 5, 1995

Article 1.  Definitions

The following words and phrases, when used in the Plan with an initial capital 
letter, shall have the following meanings, unless the context clearly 
indicates otherwise:

1.01  "Accounts" means the Regular Savings Account, Savings Plus Account, 
Matching Contributions Account and Rollover Contributions Account of any 
Participant.

1.02  "Actual Deferral Percentage" means, with respect to a specified group of 
Eligible Employees, the average of the Actual Deferral Ratios for that group 
of Eligible Employees.  An Actual Deferral Percentage shall be separately 
calculated each Plan Year for (a) the group of Eligible Employees who are 
Highly Compensated Employees, and (b) the group of Eligible Employees who are 
Non-Highly Compensated Employees.

1.03  "Actual Deferral Ratio" means, with respect to an Eligible Employee, the 
ratio of:

    (a)  The amount of Savings Plus Allotments made on behalf of the Eligible 
Employee pursuant to Section 3.01 for that Plan Year (including Savings Plus 
Allotments returned to a Highly Compensated Employee pursuant to Section 
3.07(c) and Savings Plus Allotments returned to any Eligible Employee pursuant 
to Section 3.07(d)), if any, to

    (b)  The Eligible Employee's Section 414(s) Compensation for that Plan 
Year, provided that upon direction of the Employee Benefits Committee, Section 
414(s) Compensation for a Plan Year shall only be counted if received during 
the period the Eligible Employee is, or is eligible to become, a Participant.

An Eligible Employee's Actual Deferral Ratio shall be rounded to the nearest 
one-one-hundredth of one percent of the Eligible Employee's Section 414(s) 
Compensation.

1.04  "Adjustment Factor" means the cost of living adjustment factor 
prescribed by the Secretary of the Treasury under Section 415(d) of the Code 
applied to such items and in such manner as the Secretary shall provide.


<PAGE>



1.05  "Affiliated Employer" means any company not participating in the Plan 
which is a member of a controlled group of corporations (as defined in Section 
414(b) of the Code) with the Employer; any trade or business under common 
control (as defined in Section 414(c) of the Code) with the Employer; any 
organization (whether or not incorporated) which is a member of an affiliated 
service group (as defined in Section 414(m) of the Code) which includes the 
Employer; and any other entity required to be aggregated with the Employer 
pursuant to regulations under Section 414(o) of the Code.  Notwithstanding the 
foregoing, for purposes of Sections 1.26(b) and 3.10, the definitions in 
Sections 414(b) and 414(c) of the Code shall be modified as provided in 
Section 415(h) of the Code.

1.06  "Allotments" means, with respect to a Participant, the Participant's 
Savings Plus Allotments and Regular Savings Allotments.

1.07  "Beneficiary" means any person, persons or entity named by a Participant 
by written designation filed with the Employee Benefits Committee to receive 
benefits payable in the event of the Participant's death.  However, if the 
Participant is married, his spouse shall be deemed to be the Beneficiary 
unless or until he elects another Beneficiary by a written designation filed 
with the Employee Benefits Committee.  Any such designation shall not be 
effective without Spousal Consent.  If no such designation is in effect at the 
time of death of the Participant, or if no person, persons or entity so 
designated shall survive the Participant, the Participant's estate shall be 
deemed to be the Beneficiary.

1.08  "Board of Directors" means the Board of Directors of the Company.

1.09  "Break in Service" means any Plan Year in which an Employee completes 
less than 501 Hours of Service.

1.10  "Code" means the Internal Revenue Code of 1986, as it may be amended 
from time to time.

1.11  "Company" means Computer Sciences Corporation and any successor by 
merger, purchase or otherwise, with respect to its employees.

1.12  "Company Matching Contributions" means contributions made by the Company 
to the Plan on behalf of Participants, pursuant to Section 3.05.

1.13  "Compensation" means the base bi-weekly rate of pay and success sharing 
awards earned by an Eligible Employee while he is a Plan Participant during a 
Plan Year for services rendered to the Employer, determined prior to any 
reduction pursuant to Section 3.01 or pursuant to a cafeteria plan as 
described in Section 125 of the Code, and excluding shift differential 
payments, bonuses, commissions, overtime pay, fringe benefits, living or other 
allowances, imputed life insurance and all other forms of special pay.  


<PAGE>

Compensation shall not, for Plan purposes, exceed the Maximum Compensation 
Limitation.

1.14  "Disability" or "Disabled" means the total and permanent physical or 
mental disability of an individual, evidenced by an inability to engage in any 
substantial gainful activity, as determined by the Employee Benefits 
Committee.

1.15  "Earnings" means the amount of income, gains and losses to be returned 
with any excess deferrals or excess contributions under Sections 3.07 or 3.08 
as determined in accordance with regulations prescribed by the Secretary of 
the Treasury under the provisions of Sections 402(g) and 401(k) of the Code.

1.16  "Effective Date" means August 5, 1995.

1.17  "Eligible Employee" means an Employee who is:

    (a)  A member of the Connecticut Union of Telephone Workers, Inc.;

    (b)  Not subject to the agreement between the Unregulated Conference 
Service and the Connecticut Union of Telephone Workers, Inc.; and

    (c)  Not a Leased Employee.

1.18  "Employee" means any person receiving compensation for services rendered 
to the Employer or an Affiliated Employer, which compensation is subject to 
withholding of income tax and/or for whom Social Security contributions are 
made by the Employer or an Affiliated Employer, including any Leased Employee 
but excluding any person who serves solely as a director or independent 
contractor.

1.19  "Employee Benefits Committee" means the committee appointed pursuant to 
Article 9.


1.20  "Employer" means the Company and any Affiliated Employer that is a party 
to the collective bargaining agreement with the Union.

1.21  "Enrollment Date" means the Effective Date and the first day of the 
first payroll period of any calendar month thereafter as of which an Employee 
who has met the Plan's eligibility requirements elects to commence 
participation in the Plan.

1.22  "ERISA" means the Employee Retirement Income Security Act of 1974, as 
amended from time to time.


<PAGE>



1.23  "Highly Compensated Employee" means any Employee of the Employer or an 
Affiliated Employer (whether or not eligible for participation in the Plan) 
who satisfies one or more of the following criteria:

    (a)  During the current Plan Year or the preceding Plan Year, the Employee 
was at any time a 5% owner of the Employer or an Affiliated Employer.

    (b)  During the preceding Plan Year, the Employee received:

      (i)   Section 415 Compensation in excess of $75,000 multiplied by the 
Adjustment Factor;

      (ii)  Section 415 Compensation in excess of $50,000 multiplied by the 
Adjustment Factor and was among the highest 20% of Employees for that year 
when ranked by Section 415 Compensation paid for that year excluding, for 
purposes of determining the number of such Employees, such Employees as the 
Company may determine on a consistent basis pursuant to Section 414(q)(8) of 
the Code; or

      (iii) Section 415 Compensation greater than 50% of the dollar limitation 
on maximum benefits under Section 415(b)(1)(A) of the Code for such Plan Year 
and was at any time an officer of the Employer or an Affiliated Employer 
(subject to the limitations of Section 414(q)(5) of the Code).

    (c)  During the current Plan Year, the Employee meets the criteria under 
Section 1.23(b)(i), (ii) or (iii) and is one of the 100 highest-paid Employees 
of the Employer or an Affiliated Employer.

    (d)  A former Employee who separated from service prior to the current 
Plan Year and who was a 5 percent owner for either (i) the year he separated 
from service or (ii) any Plan Year ending on or after the date the Employee 
attains age 55.

    (e)  Notwithstanding the foregoing, Employees who are nonresident aliens 
and who receive no earned income from the Employer or an Affiliated Employer 
which constitutes income from sources within the United States shall be 
disregarded for all purposes of this Section 1.23.

    (f)  The Employee Benefits Committee may elect to determine the status of 
Highly Compensated Employees under the snapshot method described in IRS 
Revenue Procedure 93-42, and/or to the extent permitted under regulations, on 
a current calendar year basis.

    (g)  For purposes of this Section 1.23, Section 415 Compensation is 
modified to include Savings Plus Allotments and amounts contributed on behalf 
of a 


<PAGE>

Participant on a salary reduction basis to a cafeteria plan described in 
Section 125 of the Code.

    (h)  The provisions of this Section 1.23 shall be further subject to such 
additional requirements as shall be described in Section 414(q) of the Code 
and its applicable regulations, which shall override any aspects of this 
Section 1.23 inconsistent therewith.

1.24  "Hour of Service" means, with respect to an Employee for any applicable 
computation period:

    (a)  Each hour for which the Employee is paid or entitled to payment for 
the performance of duties for the Employer or an Affiliated Employer;

    (b)  Each hour for which the Employee is paid or entitled to payment by 
the Employer or an Affiliated Employer on account of a period during which no 
duties are performed, whether or not the employment relationship has 
terminated, due to vacation, holiday, illness, incapacity (including 
Disability), layoff, jury duty, military duty or Leave of Absence, but not 
more than 501 hours for any single continuous period;

    (c)  Each hour for which back pay, irrespective of mitigation of damages, 
is either awarded or agreed to by the Employer or an Affiliated Employer, 
excluding any hour credited under (a) or (b), which shall be credited to the 
computation period or periods to which the award, agreement or payment 
pertains, rather than to the computation period in which the award, agreement 
or payment is made; and

    (d)  Solely for purposes of determining whether the Employee has incurred 
a Break in Service under the Plan, each hour for which the Employee would 
normally be credited under paragraph (a) or (b) above during a period of 
Parental Leave but not more than 501 hours for any single continuous period.  
However, the number of hours credited to the Employee under this paragraph (d) 
during the computation period in which the Parental Leave began, when added to 
the hours credited to the Employee under paragraphs (a) through (c) above 
during that computation period, shall not exceed 501.  If the number of hours 
credited under this paragraph (d) for the computation period in which the 
Parental Leave began is zero, the provisions of this paragraph (d) shall apply 
as though the Parental Leave began in the immediately following computation 
period.

No hours shall be credited on account of any period during which the Employee 
performs no duties and receives payment solely for the purpose of complying 
with unemployment compensation, workers' compensation or disability insurance 
laws.  Hours of Service are also not required to be credited for a payment 
which solely reimburses an Employee for medical or medically related expenses 
incurred by the Employee.  The Hours of Service 


<PAGE>

credited shall be determined as required by Title 29 of the Code of Federal 
Regulations, Section 2530.200b-2(b) and (c).

1.25  "Investment Funds" means the separate funds, as authorized by the 
Company from time to time, in which contributions to the Plan may be invested 
in accordance with Article 4.

1.26  "Leased Employee" means any person (other than a person described in 
Section 414(n)(5) of the Code) who is not otherwise an Employee of the 
Employer or an Affiliated Employer and who provides services to the Employer 
or an Affiliated Employer (the "Recipient") if:

    (a)  Such services are provided pursuant to an agreement between the 
Recipient and a "leasing organization";

    (b)  Such person has performed such services for the Recipient (or the 
Recipient and the Employer or an Affiliated Employer) on a substantially full-
time basis for a period of at least one year; and

    (c)  Such services are of a type historically performed, in the business 
field of the Recipient, by Employees.

1.27  "Leave of Absence" means an absence authorized by the Company under its 
standard personnel practices as applied in a uniform and non-discriminatory 
manner to all persons similarly situated, including, without limitation, an 
absence for the birth, adoption or placement of a child, to care for a spouse 
or an immediate family member with a serious illness or for the Employee's own 
illness pursuant to the Family and Medical Leave Act of 1993 and its 
regulations.

1.28  "Matching Contributions Account" means the account into which shall be 
credited Company Matching Contributions made by the Employer on behalf of a 
Participant pursuant to Section 3.05 and assets transferred to the Plan on 
behalf of a Participant from his "Account" due to Company Matching 
Contributions under the Prior Plan, plus earnings on all of the foregoing.

1.29  "Maximum Compensation Limitation" means $150,000 per year.  If for any 
calendar year, the cost-of-living adjustment described in the following 
sentence is equal to or greater than $10,000, then the Maximum Compensation 
Limitation (as previously adjusted hereunder) for any Plan Year beginning in 
any subsequent calendar year shall be increased by the amount of such cost-of-
living adjustment, rounded to the next lowest multiple of $10,000.  The cost-
of-living adjustment shall equal the excess of (i) $150,000 increased by the 
adjustment made under Section 415(d) of the Code for the calendar year, except 
that the base period for purposes of Section 415(d)(1)(A) of the Code shall be 
the calendar quarter beginning October 1, 1993, over (ii) the Maximum 
Compensation Limitation in effect for the Plan Year beginning in the calendar 
year.


<PAGE>


In determining a Participant's compensation for purposes of the Maximum 
Compensation Limitation, if any individual is a member of the family of a 5-
percent owner or of a Highly Compensated Employee who is in the group 
consisting of the 10 individuals paid the greatest compensation during the 
year, then (i) such individual shall not be considered as a separate employee 
and (ii) any compensation paid to such individual (and any applicable benefit 
on behalf of such individual) shall be treated as if it were paid to (or on 
behalf of) the 5-percent owner or Highly Compensated Employee; provided, 
however, that for purposes of this Section 1.29, the term "family" shall 
include only the Participant's spouse and any lineal descendants of the 
Participant who have not attained age 19 before the close of the year.  If, as 
a result of the application of the foregoing family aggregation rules, the 
Maximum Compensation Limitation is exceeded, then the limit shall be prorated 
among the affected individuals in proportion to each such individual's 
compensation as determined prior to the application of the Maximum 
Compensation Limitation.

1.30  "Non-Highly Compensated Employee" means an individual who is not a 
Highly Compensated Employee.

1.31  "Normal Retirement Age" means the date the Employee attains age 65.

1.32  "Parental Leave" means a period in which an Employee is absent from work 
immediately following his or her active employment due to  the Employee's 
pregnancy,  the birth of the Employee's child,  the placement of a child with 
the Employee in connection with the Employee's adoption of the child, or  the 
Employee's caring for the child for a period beginning immediately following 
the birth or placement for adoption.  Such a leave shall be subject to 
verification by the Employee Benefits Committee.

1.33  "Participant" means any person included for participation in the Plan as 
provided in Article 2 and who continues to be entitled to benefits under the 
Plan.

1.34  "Plan" means the CSC Outsourcing Inc. CUTW Hourly Savings Plan as set 
forth in this document, or as amended from time to time.

1.35  "Plan Administrator" means the Employee Benefits Committee.

1.36  "Plan Year" means the 12-month period beginning on any January 1.

1.37  "Prior Employer" means The Southern New England Telephone Company.

1.38  "Prior Plan" means the SNET Bargaining Unit Retirement Savings Plan.


<PAGE>



1.39  "Qualified Domestic Relations Order" means a judgment, decree, or order 
issued by a court of competent jurisdiction which:

    (a)  Creates for, or assigns to, a spouse, former spouse, child or other 
dependent of a Participant the right to receive all or a portion of the 
Participant's benefits under the Plan for the purpose of providing child 
support, alimony payments or marital property rights to that spouse, former 
spouse, child or dependent;

    (b)  Is made pursuant to a State domestic relations law;

    (c)  Does not require the Plan to provide any type of benefit, or any 
option, not otherwise provided under the Plan; and

    (d)  Otherwise meets the requirements of Section 206(d) of ERISA as 
determined by the Employee Benefits Committee.

1.40  "Qualified Nonelective Contributions" means contributions which may be 
made by the Employer in accordance with Section 3.08(d)(ii).  The Qualified 
Nonelective Contributions shall be 100% nonforfeitable when made and shall be 
available for withdrawal pursuant to Section 7.03 and Article 8 only. 

1.41  "Regular Savings Account" means the account into which shall be credited 
a Participant's Regular Savings Allotments under the Plan and assets 
transferred to the Plan on behalf of the Participant from his "Account" due to 
Regular Savings Allotments under the Prior Plan, plus earnings on all of the 
foregoing.

1.42  "Regular Savings Allotments" means all amounts contributed on behalf of 
a Participant pursuant to Section 3.02.

1.43  "Rollover Contributions" means all amounts contributed by or on behalf 
of a Participant (or Eligible Employee) pursuant to Section 3.06.

1.44  "Rollover Contributions Account" means the account into which shall be 
credited the Rollover Contributions made by or on behalf of a Participant (or 
Eligible Employee) under the Plan pursuant to Section 3.06, together with 
assets transferred to the Plan on behalf of the Participant from his "Account" 
due to Rollover Contributions under the Prior Plan, plus earnings on all of 
the foregoing.

1.45  "Savings Plus Account" means the account into which shall be credited a 
Participant's Savings Plus Allotments under the Plan and assets transferred to 
the Plan on behalf of the Participant from his "Account" due to Savings Plus 
Allotments under the Prior Plan, plus earnings on all of the foregoing.


<PAGE>



1.46  "Savings Plus Allotments" means all amounts contributed on behalf of a 
Participant pursuant to Section 3.01.

1.47  "Section 414(s) Compensation" means Section 415 Compensation.  However, 
upon direction of the Employee Benefits Committee, Section 414(s) Compensation 
for a Plan Year may be modified to exclude all or any portion of the items 
described in Section 1.414(s)-1(c)(3) of the Income Tax Regulations, include 
Savings Plus Allotments and amounts contributed on behalf of a Participant on 
a salary reduction basis to a cafeteria plan described in Section 125 of the 
Code, and/or exclude all or any portion of the items described in Section 
1.414(s)-1(d)(2)(ii) of the Income Tax Regulations.  Section 414(s) 
Compensation shall not exceed the Maximum Compensation Limitation.

1.48  "Section 415 Compensation" means wages, salaries, fees for professional 
services, and other amounts received (without regard to whether or not an 
amount is paid in cash) for personal services actually rendered in the course 
of employment with the Employer or an Affiliated Employer to the extent that 
the amounts are includible in gross income (including, but not limited to, 
commissions paid salespersons, compensation for services on the basis of a 
percentage of profits, commissions on insurance premiums, tips, bonuses, 
fringe benefits, reimbursements, and expense allowances), and excluding:

    (a)  Company contributions to the Plan or to any other plan of deferred 
compensation maintained by the Employer or an Affiliated Employer;

    (b)  Amounts realized from the exercise of a non-qualified stock option;

    (c)  Amounts realized when restricted stock is no longer subject to 
substantial risk of forfeiture;

    (d)  Amounts realized from the disposition of stock acquired under a 
qualified stock option; and

    (e)  Other amounts that receive special tax benefits.

1.49  "Spousal Consent" means written consent given by a Participant's spouse 
to an election made by the Participant of a specified form of benefit or a 
designation by the Participant of a specified Beneficiary other than the 
spouse.  That consent shall be duly witnessed by a Plan representative or 
notary public and shall acknowledge the effect on the spouse of the 
Participant's election.  The requirement for spousal consent may be waived by 
the Employee Benefits Committee if it is established to its satisfaction that 
there is no spouse, or that the spouse cannot be located, or because of such 
other circumstances as may be established by applicable law.  Spousal Consent 
shall be applicable only to the particular spouse who provides such consent.


<PAGE>


1.50  "Trust" means the fund established by the Company to hold and invest the 
assets of the Plan.

1.51  "Trustee" means the bank, trust company or individuals selected by the 
Company to take custody of the assets of the Plan.

1.52  "Union" means the Connecticut Union of Telephone Workers, Inc.

1.53  "Valuation Date" means the last day of each calendar month.

1.54  "Vested Portion" means the portion of the Accounts in which the 
Participant has a nonforfeitable interest, as provided in Article 6.

1.55  "Year of Eligibility Service" means, with respect to an Employee, the 
twelve-month period beginning on the first date as of which the Employee is 
credited with an Hour of Service, and any anniversaries of that date, in which 
the Employee first completes at least 1,000 Hours of Service.  For purposes of 
this Section 1.55, an Employee shall be credited with 45 Hours of Service for 
each calendar week for which the Employee completes at least one Hour of 
Service.


Article 2  Eligibility and Participation

2.01  Eligibility

    (a)  Each Eligible Employee who is a participant in the Prior Plan on 
August 4, 1995, shall be a Participant in the Plan as of August 5, 1995.

    (b)  Each other Eligible Employee shall be eligible to become a 
Participant in the Plan provided that the Eligible Employee:

      (i)   Was a Participant in the Computer Sciences Corporation Matched 
Asset Plan; or

      (ii)  Has completed one Year of Eligibility Service.

2.02  Participation

An Employee who is eligible to become a Plan Participant in accordance with 
Section 2.01 shall become a Participant as of the first Enrollment Date after 
the date he files with the Employer, within the time period established by the 
Employee Benefits Committee, an enrollment form as prescribed by the Employee 
Benefits Committee which shall authorize the Employer to make Savings Plus 
Allotments and/or Regular Savings Allotments on his behalf in accordance with 
Section 3.01 or 3.02, respectively.


<PAGE>



2.03  Reemployment of Former Employees and Former Participants

    (a)  Any person reemployed by the Employer as an Eligible Employee who was 
previously a Participant or who was previously eligible to become a 
Participant, shall be immediately eligible to become a Participant in the Plan 
upon the filing of an enrollment form in accordance with Section 2.02.

    (b)  Each other person reemployed by the Employer as an Eligible Employee 
shall be eligible to become a Participant in the Plan upon satisfying the 
requirements of Section 2.01(b) and the filing of an enrollment form in 
accordance with Section 2.02.

2.04  Transferred Participants

    (a)  A Participant who remains in the employ of the Employer or an 
Affiliated Employer, but ceases to be an Eligible Employee, shall continue to 
be a Participant in the Plan, but shall not be eligible to make Allotments or 
receive allocations of Company Matching Contributions while his employment 
status is other than as an Eligible Employee.

    (b)  An employee who transfers from a non-covered status or an Affiliated 
Employer and becomes an Eligible Employee shall be eligible to participate int 
he Plan on any Enrollment Date that coincides with or next follows (i) the 
date he completes a Year of Eligibility Service, or (ii) the date he becomes 
an Eligible Employee, whichever occurs later.

2.05  Termination of Participation

An Eligible Employee's participation in the Plan shall terminate on the date 
he terminates employment with the Employer and all Affiliated Employers unless 
the Participant is entitled to benefits under the Plan, in which event his 
participation shall terminate when those benefits are distributed to him.

Article 3  Contributions

3.01  Savings Plus Allotments

    (a)  A Participant may elect on his application filed in accordance with 
Section 2.02 to reduce his Compensation payable while he is a Participant by 
not less than 1% and not more than 16%, in multiples of 1%.  The Participant's 
election shall be effective as of the first day of the first payroll period in 
the month, or the second month if the Participant's application is not filed 
within the time prescribed by the Employee Benefits Committee, following the 
month in which the Participant files his application with the Employer.


<PAGE>


    (b)  The amount elected by a Participant in accordance with Section 
3.01(a) shall be contributed to the Plan by the Employer on behalf of the 
Participant as Savings Plus Allotments as of the next business day following 
the payroll date with respect to which such amounts are deferred.  The Savings 
Plus Allotments shall be credited to the Participant's Savings Plus Account.

3.02  Regular Savings Allotments

    (a)  A Participant may elect on his application filed in accordance with 
Section 2.02 to make after-tax Allotments under this Section 3.02 whether or 
not he has elected to have Savings Plus Allotments made on his behalf pursuant 
to Section 3.01.  The amount of Regular Savings Allotments shall be at least 
1% and not more than 16% of his Compensation while a Participant, in multiples 
of 1%; provided, however, if the Participant has made an election under 
Section 3.01, the maximum percentage of Compensation which the Participant may 
elect to contribute under this Section 3.02 shall be equal to the excess of 
16% over the percentage elected by the Participant under Section 3.01.  The 
Participant's election shall be effective as of the first day of the first 
payroll period in the month, or the second month if the Participant's 
application is not filed within the time prescribed by the Employee Benefits 
Committee, following the month in which the Participant files his application 
with the Employer.

    (b)  The Regular Savings Allotments of a Participant shall be made through 
payroll deductions and shall be paid to the Plan by the Employer on behalf of 
the Participant as of the next business day following the payroll date with 
respect to which such amounts are contributed.  The Regular Savings Allotments 
shall be credited to the Participant's Regular Savings Account.

3.03  Change in Contributions

The percentage of Compensation designated as Allotments by a Participant under 
Sections 3.01 and 3.02 shall automatically apply to increases and decreases in 
the Participant's Compensation.  Subject to the provisions of Sections 3.01 
and 3.02, a Participant may change the percentage of his authorized Allotments 
no more than once every calendar month by giving such advance notice as is 
required by the Employee Benefits Committee.  The changed percentage shall 
become effective as of the first day of a payroll period after the expiration 
of the notice period.


<PAGE>


3.04  Suspension of Contributions

    (a)  A Participant may revoke his election under Sections 3.01 and 3.02 at 
any time by giving advance written notice of such intent as is required by the 
Employee Benefits Committee.  The revocation shall become effective as of the 
first day of the first payroll period of the month that follows receipt of the 
written notice.

    (b)  A Participant who has revoked his election under Sections 3.01 and 
3.02 may apply to the Employer to have his Allotments resumed in accordance 
with Sections 3.01 and 3.02 as of the first day of any payroll period 
following the one month anniversary of the revocation by giving advance 
written notice of such intent as is required by the Employee Benefits 
Committee.

3.05  Company Matching Contributions

    (a)  For each calendar month, the Employer shall contribute to the Plan, 
on behalf of each of the Participants who elected to make Allotments in an 
amount equal to 66 % of the first 1% to 6% of Compensation contributed by the 
Participant as Allotments for each such month.  The Company Matching 
Contributions shall be credited to Participants' Matching Contributions 
Accounts.

    (b)  Company Matching Contributions shall be made in the form of CSC 
Common Stock, plus cash for partial shares and shall be paid to the Plan 
within 10 business days of the payroll date with respect to which the 
Allotments are made.

3.06  Rollover Contributions

    (a)  With the permission of the Employee Benefits Committee and without 
regard to any limitations on contributions set forth in this Article 3, the 
Plan may receive from a Participant, or from an Eligible Employee who is not 
yet a Participant, in cash, any portion of:

      (i)   An "eligible rollover distribution," as defined in Section 
402(f)(2)(A) of the Code, paid to the Participant (or Eligible Employee) 
provided that the Participant (or Eligible Employee) pays over such amount to 
the Trustee on or before the 60th day after the day it was received by the 
Participant (or Eligible Employee);

      (ii)  An "eligible rollover distribution," as defined in Section 
402(f)(2)(A) of the Code, paid as a direct rollover to the Trustee on behalf 
of the Participant (or Eligible Employee) by a qualified trust or an annuity 
plan described in Section 403(a) of the Code; and


<PAGE>



      (iii) A distribution described in Section 408(d)(3)(A)(ii) of the Code 
(as modified by Section 408(d)(3)(D) of the Code) from a conduit individual 
retirement account or annuity paid to the Participant (or Eligible Employee) 
provided that the Participant (or Eligible Employee) pays over such amount to 
the Trustee on or before the 60th day after the day it was received by the 
Participant (or Eligible Employee).

    (b)  Notwithstanding Section 3.06(a), the Plan shall not accept any amount 
from a Participant (or Eligible Employee) unless such amount qualifies for 
rollover treatment in accordance with applicable law and the Participant (or 
Eligible Employee) provides evidence satisfactory to the Employee Benefits 
Committee that such amount qualifies for rollover treatment.  

    (c)  Upon approval by the Employee Benefits Committee, the amount 
transferred to the Plan by the Participant (or Eligible Employee) shall be 
deposited in the Trust by the Trustee and shall be credited to the 
Participant's (or Eligible Employee's) Rollover Contributions Account.  A 
Participant (or Eligible Employee) shall be 100% vested in his Rollover 
Contributions Account.  A Participant's (or Eligible Employee's) Rollover 
Contributions Account shall share in allocations of income, gains and losses 
from the Investment Funds, but shall not share in allocations of Company 
Matching Contributions.

    (d)  Upon a transfer described in this Section 3.06 by an Eligible 
Employee who is not a Participant, the Eligible Employee's Rollover 
Contributions Account shall represent his sole interest in the Plan until he 
becomes a Participant.

3.07  Section 402(g) Limitation on Savings Plus Allotments

    (a)  In no event shall the Participant's reduction in Compensation, and 
the corresponding Savings Plus Allotments made on his behalf by the Company, 
in any calendar year exceed $7,000 multiplied by the Adjustment Factor.

    (b)  If a Participant's Savings Plus Allotments in a calendar year reach 
the dollar limitation under Section 3.07(a), his election of Savings Plus 
Allotments for the remainder of the calendar year shall be canceled.  As of 
the first day of the first payroll period of the following calendar year, the 
Participant's election of Savings Plus Allotments shall again become effective 
in accordance with his previous election.

    (c)  If the sum of the Participant's Savings Plus Allotments and pre-tax 
contributions to any other defined contribution plan maintained by the 
Employer or an Affiliated Employer exceeds the dollar limitation described in 
Section 3.07(a) for any calendar year, the Participant shall be deemed to have 
requested, by the first 


<PAGE>

March 1 following the end of the calendar year, a distribution of the excess 
("Excess Deferrals") over such dollar limitation.  

    (d)  If a Participant makes pre-tax contributions under another qualified 
defined contribution plan, simplified employee pension plan or tax sheltered 
annuity maintained by an employer other than the Employer or an Affiliated 
Employer for any calendar year and those contributions when added to his 
Savings Plus Allotments under this Plan exceed the dollar limitation under 
Section 3.07(a) (or, with respect to the tax-sheltered annuity, $9,500) for 
that calendar year, the Participant may allocate all or a portion of such 
Excess Deferrals to the Plan.  The Participant must, however, notify the 
Employee Benefits Committee, in writing, by March 1 of the following calendar 
year, of the amount of the Excess Deferrals allocated to the Plan for such 
calendar year and request a distribution of such Excess Deferrals.

    (e)  In the event that a Participant has requested (or is deemed to have 
requested) a distribution of his Excess Deferrals under the Plan, the Excess 
Deferrals, together with Earnings thereon, shall be distributed to the 
Participant no later than the April 15 following the end of the calendar year 
in which the Excess Deferrals were made.  Notwithstanding the foregoing, the 
Savings Plus Allotments distributable to a Participant pursuant to this 
Section 3.07 shall be reduced by the amount of any Savings Plus Allotments 
previously distributed to the Participant pursuant to Section 3.08.

    (f)  In the event any Savings Plus Allotments returned under this Section 
3.07 were matched by Company Matching Contributions, such corresponding 
Company Matching Contributions, together with Earnings thereon, shall be 
forfeited and used to reduce future Company Matching Contributions.

3.08  Section 401(k) Limitation on Savings Plus Allotments (Actual Deferral 
Percentage Test)

    (a)  The Actual Deferral Percentage Test: The Actual Deferral Percentage 
for Highly Compensated Employees who are Participants or eligible to become 
Participants shall not exceed the Actual Deferral Percentage for all Non-
Highly Compensated Employees who are Participants or eligible to become 
Participants multiplied by 1.25. 

    (b)  The "Alternative Test": If the Actual Deferral Percentage for Highly 
Compensated Employees who are Participants or eligible to become Participants 
does not meet the test described in Section 3.08(a), the following 
"alternative test" shall be applied: the Actual Deferral Percentage for Highly 
Compensated Employees who are Participants or eligible to become Participants 
shall not exceed the lesser of:


<PAGE>



      (i)   The Actual Deferral Percentage for all Non-Highly Compensated 
Employees who are Participants or eligible to become Participants plus two 
percentage points; or

      (ii)  The Actual Deferral Percentage for all Non-Highly Compensated 
Employees who are Participants or eligible to become Participants multiplied 
by 2.0.

    (c)  If the Employee Benefits Committee determines that the limitations 
described in this Section 3.08 have been exceeded in any Plan Year, the 
Employee Benefits Committee shall determine the amount of "Excess 
Contributions" for each Participant who is a Highly Compensated Employee in 
the following manner: The Actual Deferral Ratio of the Highly Compensated 
Employee with the highest Actual Deferral Ratio shall be reduced to the extent 
necessary to meet the Actual Deferral Percentage test or to cause such Actual 
Deferral Ratio to equal the Actual Deferral Ratio of the Highly Compensated 
Employee with the next highest Actual Deferral Ratio.  This process will be 
repeated until the Actual Deferral Percentage test is passed.

    (d)  If, at the end of the Plan Year, a Participant or class of 
Participants has Excess Contributions (determined in accordance with Section 
3.08(c)), the Employee Benefits Committee may elect, at its discretion, to 
pursue one or more of the following courses of action:

      (i)   The Employee Benefits Committee may cause to be distributed any or 
all Excess Contributions, together with Earnings thereon, to the Participant.  
Such distribution shall be made before the close of the Plan Year following 
the Plan Year in which the Excess Contributions were made and, to the extent 
practicable, within 2 1/2 months of the close of the Plan Year in which the 
Excess Contributions were made.  However, any Excess Contributions for any 
Plan Year shall be reduced by any Savings Plus Allotments previously returned 
to the Participant under Section 3.07 for that Plan Year.  In the event any 
Savings Plus Allotments returned under this Section 3.08 were matched by 
Company Matching Contributions, such corresponding Company Matching 
Contributions, together with Earnings thereon, shall be forfeited and used to 
reduce future Company Matching Contributions.

      (ii)  The Company may make Qualified Nonelective Contributions on behalf 
of Participants who are Non-Highly Compensated Employees, or on behalf of a 
group of Participants which includes all Participants who are Non-Highly 
Compensated Employees, which contributions shall be (A) credited to the 
Savings Plus Accounts (or such separate accounts or subaccounts as the 
Employee Benefits Committee may deem necessary to establish) of the affected 
Participants and (B) included in the calculation of the Actual Deferral Ratio 
of the affected Participants.


<PAGE>


    (e)  The Employee Benefits Committee may implement rules limiting Savings 
Plus Allotments that may be made on behalf of any Participant or class of 
Participants so that the provisions of this Section 3.08 are satisfied.

3.09  Additional Discrimination Testing Provisions

    (a)  If any Highly Compensated Employee is either (i) a 5% owner, or (ii) 
one of the 10 highest-paid Highly Compensated Employees, then any benefit or 
contribution paid to or made on behalf of any member of his "family" shall be 
deemed paid to or made on behalf of such Highly Compensated Employee for 
purposes of Section 3.08 to the extent required under regulations prescribed 
by the Secretary of the Treasury or his delegate under Sections 401(k) and 
401(m) of the Code.  The contributions required to be aggregated pursuant to 
the preceding sentence shall be disregarded in determining the Actual Deferral 
Percentage and Actual Contribution Percentage for the group of Non-Highly 
Compensated Employees for purposes of Section 3.08.  Any return of Excess 
Contributions required under Section 3.08 with respect to the family group 
shall be made by allocating the Excess Contributions among the Highly 
Compensated Employee and the members of his family in proportion to the 
contributions made by or on behalf of each family member that is combined.  
For purposes of this paragraph, the term "family" means, with respect to any 
Employee, such Employee's spouse, lineal ascendants and descendants, and 
spouses of such lineal ascendants and descendants.

    (b)  If any Highly Compensated Employee is a participant of another 
qualified plan of the Employer or an Affiliated Employer, other than an 
employee stock ownership plan as described in Section 4975(e)(7) of the Code, 
under which deferred cash contributions or matching contributions are made on 
behalf of the Highly Compensated Employee or under which the Highly 
Compensated Employee makes after-tax contributions, the Employee Benefits 
Committee shall implement rules, which shall be uniformly applicable to all 
Employees similarly situated, to take into account all such contributions for 
the Highly Compensated Employee under all such plans in applying the 
limitations of Section 3.08.

3.10  Maximum Annual Additions Limitation

In accordance with the provisions of Appendix A attached hereto, the "Annual 
Additions" (as defined in Appendix A) to a Participant's Accounts for any Plan 
Year, when added to the Participant's Annual Additions for that Plan Year 
under any other qualified plan of the Employer or an Affiliated Employer, 
shall not exceed an amount which is equal to the lesser of (i) 25% of his 
Section 415 Compensation for that Plan Year or (ii) $30,000 multiplied by the 
Adjustment Factor.


<PAGE>



3.11  Return of Contributions

Except as provided below, at no time shall any contributions (or portions 
thereof) revert to the Employer prior to discharge of all liabilities under 
the Plan.

    (a)  The Employer's contributions to the Plan are conditioned upon Section 
404 of the Code.  If all or part of the Employer's deductions under Section 
404 of the Code for contributions to the Plan are disallowed by the Internal 
Revenue Service, the portion of the contributions to which that disallowance 
applies shall be returned to the Employer without interest but reduced by any 
investment loss attributable to those contributions.  The return shall be made 
within one year after the disallowance of the deduction.

    (b)  The Employer may recover, without interest, the amount of its 
contributions to the Plan made on account of a mistake of fact, reduced by any 
investment loss attributable to those contributions, if recovery is made 
within one year after the date of those contributions.

    (c)  In the event that Savings Plus Allotments made under Section 3.01 are 
returned to the Employer in accordance with the provisions of this Section 
3.11, the elections to reduce Compensation which were made by Participants on 
whose behalf those contributions were made shall be void retroactively to the 
beginning of the period for which those contributions were made.  The Savings 
Plus Allotments so returned shall be distributed in cash to those Participants 
for whom those contributions were made.

Article 4  Investment of Contributions

4.01  Investment of Participants' Prior Plan Accounts

    (a)  As of the Effective Date, a Participant may elect to allocate his 
"Account" under the Prior Plan among the Investment Funds in multiples of 1% 
by giving such advance notice as may be required by the Employee Benefits 
Committee.

    (b)  If a Participant fails to make the election described in Section 
4.01(a), his "Account" under the Prior Plan shall be invested in the 
Investment Fund which the Employee Benefits Committee determines to be the 
most conservative of the Investment Funds.


<PAGE>


4.02  Investment of Participants' Allotments

    (a)  A Participant may elect to invest his Allotments in one or more 
Investment Funds by delivering an election form to the Employee Benefits 
Committee, in accordance with rules established by the Employee Benefits 
Committee and in accordance with the following:

      (i)   Investment among the Investment Funds shall be in 1% increments; 
and

      (ii)  In the event that the Participant fails to make an investment 
election with respect to his Allotments, such Allotments shall be invested in 
the Investment Fund which the Employee Benefits Committee determines to be the 
most conservative of the Investment Funds.

    (b)  When a Participant originally makes a Rollover Contribution, he shall 
generally make a separate investment election with respect to such 
contribution.  If he fails to make such an election at the time of 
contribution, his Rollover Contribution shall be invested in accordance with 
his most recent election applicable to his Allotments or, if none, in 
accordance with Section 4.02(a)(ii).

4.03  Investment Changes

    (a)  By delivering an election form to the Employer, in accordance with 
rules established by the Employee Benefits Committee, a Participant may elect, 
in accordance with Section 4.02, to change his election with respect to the 
investment of subsequent Allotments to the Plan as of the first day of the 
first payroll period in the month, or the second month if the Participant's 
election form is not filed within the time prescribed by the Employee Benefits 
Committee, following the month in which the Participant files his election 
form with the Employer.

    (b)  By delivering an election form to the Employee Benefits Committee, in 
accordance with rules established by the Employee Benefits Committee, a 
Participant may elect to reallocate his Accounts (except for his Matching 
Contributions Account) among one or more Investment Funds in multiples of 1% 
effective as of the first day of the month, or the second month if the 
Participant's election form is not filed within the time prescribed by the 
Employee Benefits Committee, following the month in which the Participant 
files his election form with the Employer.

    (c)  Notwithstanding the provisions of Section 4.04(b), a Participant may 
elect to reallocate his Matching Contributions Account among one or more 
Investment Funds in multiples of 1% effective as of the first day of the 
month, or the second month if the Participant's election form is not filed 
within the time prescribed by 


<PAGE>

the Employee Benefits Committee, following the month in which the Participant 
files his election form with the Employer, provided that:

      (i)   He has attained age 59 1/2; or

      (ii)  He has attained age 55 and has participated in the Plan and/or the 
Prior Plan for at least five years.

4.04  Responsibility for Investments

Each Participant is solely responsible for the selection of his investment 
options.  The Trustee, the Employee Benefits Committee, the Company and the 
officers, supervisors and other employees of the Company are not empowered to 
advise a Participant as to the manner in which his Accounts shall be invested.  
The fact that an Investment Fund is available to Participants for investment 
under the Plan shall not be construed as a recommendation for investment in 
that Investment Fund.

Article 5  Valuation of Accounts

5.01  Valuation of the Investment Funds

The Trustee shall value the Investment Funds on a monthly basis.  On each 
Valuation Date there shall be allocated to the Accounts of each Participant 
his proportionate share of the increase or decrease in the fair market value 
of his Accounts in each of the Investment Funds, in a manner determined by the 
Employee Benefits Committee.  Whenever an event requires a determination of 
the value of the Participant's Accounts, the value shall be computed as of the 
Valuation Date coincident with or immediately following the date of 
determination, subject to the provisions of Section 5.02.

5.02  Discretionary Power of the Employee Benefits Committee

The Employee Benefits Committee reserves the right to change from time to time 
the procedures used in valuing the Accounts or crediting (or debiting) the 
Accounts if it feels, after due deliberation and upon the advice of counsel 
and/or the current recordkeeper, that such an action is justified in that it 
results in a more accurate reflection of the fair market value of assets.  In 
the event of a conflict between the provisions of this Article and such new 
administrative procedures, those new administrative procedures shall prevail.


<PAGE>


5.03  Statement of Accounts

Each Participant shall be furnished, at least once per year, with a statement 
setting forth the value of his Accounts and the Vested Portion of his 
Accounts.

Article 6  Vested Portion of Accounts

6.01  Savings Plus, Regular Savings, Matching Contributions and Rollover 
Contributions Accounts.

A Participant shall at all times be 100% vested in, and have a nonforfeitable 
right to his Savings Plus Account, Regular Savings Account, Matching 
Contributions Account and Rollover Contributions Account.

Article 7  Withdrawals While Still Employed

7.01  Procedures and Restrictions

    (a)  To request a withdrawal described in Section 7.02, 7.03, or 7.04, a 
Participant shall give such advance written notice as may be required by the 
Employee Benefits Committee.

    (b)  Payment of withdrawal amounts shall be made as soon as practicable 
after the Valuation Date next following the expiration of the notice period.

    (c)  A Participant may request an unlimited number of withdrawals during a 
Plan Year.

    (d)  The amount of a Participant's withdrawal request must be at least 
$500.

    (e)  All withdrawals are payable pro rata from the investment funds 
(including the CSC Stock Fund) in which the Participant's Accounts are 
invested.

    (f)  According the Participant's election, withdrawals under Section 7.02 
or 7.03, shall be payable either in cash or, to the extent invested in the CSC 
Stock Fund, a combination of CSC Common Stock and cash.  Withdrawals under 
Section 7.04 shall be payable in cash only.

7.02  Regular Withdrawals

A Participant may elect at any time to withdraw all or a part of the Vested 
Portion of his Accounts attributable to the following sources in the following 
order:

    (a)  Regular Savings Account; then


<PAGE>


    (b)  Rollover Contributions Account; then

    (c)  Provided that the Participant has participated in the Plan and/or the 
Prior Plan for at least five years, Matching Contributions Account.

In the event the Participant makes a withdrawal in accordance with this 
Section 7.02, the Participant's Allotments shall be suspended for a period of 
three months.  Following a period of suspension, a Participant's Allotments 
shall automatically resume as of the first day of the first payroll period 
following such suspension period and shall be based on the Participant's 
election in effect immediately prior to the withdrawal request.

7.03  Age 59 1/2 Withdrawals

If the Participant has attained at least age 59 1/2, he may elect at any time  
withdraw all or a part of the vested portion of his Accounts in the following 
order:

    (a)  Regular Savings Account; then

    (b)  Rollover Contributions Account; then

    (c)  Matching Contributions Account; then

    (d)  Savings Plus Account.

7.04  Hardship Withdrawals

    (a)  A Participant who can demonstrate compliance with the requirements of 
Section 7.04(b) may elect to withdraw all or a part of the Vested Portion of 
his Accounts in the following order:

      (i)   Regular Savings Account; then

      (ii)  Rollover Contributions Account; then

      (iii) Matching Contributions Account; then

      (iv)  Savings Plus Account and net earnings through December 31, 1988.

    (b)  A Participant may request a hardship withdrawal of the amounts 
described in Section 7.04(a) provided that the Participant complies with the 
following:


<PAGE>



      (i)   He has an immediate and heavy financial need as determined by the 
Employee Benefits Committee, and requests withdrawal from his Accounts of no 
more than is necessary to satisfy such need.

      (ii)  The distribution is necessary to satisfy the Participant's 
immediate and heavy financial need (including taxes and penalties reasonably 
anticipated from the distribution).  To meet this requirement, the Participant 
shall submit to the Employer a signed statement indicating that he does not 
have other resources reasonably available to satisfy the need (and the 
Employer may reasonably rely on such signed representation).  The following 
must not be available to the Participant in order for this condition to be 
satisfied:

        (A)  Reimbursement or compensation through insurance or otherwise;

        (B)  Other assets of the Participant available for liquidation, 
provided that the liquidation of such assets would not itself cause an 
immediate and heavy financial need;

        (C)  Continuation of Allotments under the Plan (such contributions 
must be discontinued if necessary to meet the need);

        (D)  Distributions or nontaxable loans from any qualified plan or the 
opportunity to borrow from commercial sources on reasonable commercial terms; 
or

        (E)  Assets of the Participant's spouse or minor children which are 
reasonably available to the Participant to meet the immediate and heavy 
financial need.

7.05  Participant Loans

    (a)  A Participant who is an Eligible Employee may borrow, subject to the 
provisions of this Section 7.05 and the loan rules that are considered to be 
part of the Plan, an amount from the Plan, which when added to the outstanding 
balance of all other loans to the Participant from the Plan and all other 
qualified plans maintained by the Employer or an Affiliated Employer, does not 
exceed the lesser of:

      (i)   $50,000 reduced by the excess, if any, of (A) the highest 
outstanding balance of loans to the Participant from the Plan and all other 
qualified plans maintained by the Employer or an Affiliated Employer during 
the one-year period ending on the day before the new loan is granted, over (B) 
the outstanding balance of such loans to the Participant on the day the new 
loan is granted; or


<PAGE>



      (ii)  50% of the Participant's Vested Portion of his Accounts determined 
as of the Valuation Date coincident with or immediately preceding the day 
before the new loan is granted.

    (b)  A Participant's loan shall be in $100.00 increments and shall not be 
for less than $500.

    (c)  A Participant may have up to three loans outstanding at any time as 
follows:

      (i)   Up to two general purpose loans, and

      (ii)  Up to one residential loan used for the purchase of the 
Participant's primary residence.

    (d)  In addition to such rules and regulations as the Employee Benefits 
Committee may adopt, all loans shall comply with the following additional 
requirements:

      (i)   The Participant shall make an application for a loan in writing to 
the Employer In making its determination with respect to granting the loan, 
the Employer shall look only to the adequacy of the Vested Portion of the 
Participant's Accounts.

      (ii)  Each loan shall be evidenced by a promissory note payable to the 
Plan.

      (iii) Each loan shall be secured by the balance in the Participant's 
Accounts.

      (iv)  The interest rate to be charged on loans shall be determined at 
the time of the loan application and shall be one percent above the prime rate 
as reported in the Wall Street Journal for the last business day of the 
calendar month preceding the calendar quarter end preceding the month in which 
the loan is granted.

      (v)   The period of repayment for any loan shall be arrived at by mutual 
agreement between the Employer and the Participant, but that period shall not 
be for the less than 3 years and shall not exceed (i) 15 years in the case of 
a loan used in conjunction with the purchase of the principal residence of the 
Participant, or (ii) 4 years in the case of any other loan.

      (vi)  Each loan shall require substantially level amortization over the 
term of the loan, with payments to be made as of each payroll period.

      (vii) For active Participants, payments of principal and interest shall 
be made by payroll deduction.  For all other Participants, payments of 
principal and interest shall be made by check or money order.


<PAGE>



      (viii) A loan may be prepaid in full as of any date without penalty.

    (e)  The amount of the loan shall be transferred pro rata from the 
Investment Funds in which the Participant's Accounts are invested to a special 
"Loan Fund" established for the Participant under the Plan.  After 
distribution of the loan proceeds to the Participant, the Loan Fund shall 
consist solely of the promissory note securing the Participant's loan.  All 
principal and interest loan repayments made by the Participant shall be 
invested in the Investment Funds then designated by the Participant in 
accordance with Section 4.02.  The investment gain or loss of the Loan Fund 
(including any gain or loss attributable to repayments or default) shall not 
be included in the calculation or allocation of the increase or decrease in 
the fair market value of the other assets of the Plan.  The entire gain or 
loss of the Loan Fund shall be allocated to the Accounts of the Participant.

    (f)  All loans shall become due and payable as of (i) the Valuation Date 
coinciding with or immediately following the date the Participant ceases to be 
an Employee, or (ii) the date the Plan is terminated.

    (g)  All loans shall be treated as in default and shall become immediately 
due and payable if the Participant's repayment is more than 90 days 
delinquent.  In such event, the Plan may execute upon its security interest in 
the Participant's Accounts under the Plan to satisfy the debt.  The Plan shall 
not, however, levy against any portion of the Participant's Accounts until 
such time as a distribution of such Accounts could otherwise be made under the 
terms of the Code and applicable regulations.

    (h)  The Plan Administrator shall adopt, and amend from time to time, any 
additional rules or restrictions that the Employee Benefits Committee deems 
necessary to implement and administer the loan program.  All such rules and 
restrictions shall be in writing and shall be communicated to Participants.  
Such documentation is incorporated by reference.

Article 8  Distribution of Accounts Upon Termination Of Employment

8.01  Eligibility

Upon a Participant's termination of employment the Vested Portion of his 
Accounts, as determined under Article 6, shall be distributed as provided in 
this Article.

8.02  Amount of Distribution

Upon his termination, a Participant shall be entitled to the Vested Portion of 
his Accounts determined as of the Valuation Date coincident with or 
immediately following his date of termination.  However, if distribution is 
deferred in accordance with Section 8.06, the 


<PAGE>

Participant or Beneficiary, as applicable, shall receive the Vested Portion of 
the Participant's Accounts determined as of such later Valuation Date 
immediately preceding distribution.

8.03  Form of Distribution

    (a)  Distribution of the Vested Portion of a Participant's Accounts shall 
be made in the form of a lump sum payment.

    (b)  Notwithstanding Section 8.03(a), if a Participant terminates 
employment with his Employer due to Disability or after he is eligible for an 
immediate retirement benefit under the CSC Outsourcing Inc. CUTW Hourly 
Retirement Plan and the value of the Vested Portion of the Participant's 
Accounts exceeds $3,500, the Participant may request that the Vested Portion 
of his Accounts be distributed in one of the following forms of payment:

      (i)   A single lump sum payment;

      (ii)  Annual installment payments not to exceed the life expectancy of 
the Participant; however, at any time the Participant may request that the 
balance in his Accounts be paid in a single lump sum payment; or

      (iii) A joint and survivor annuity in accordance with Section 8.04.

    (c)  In the event the Participant elects a distribution in accordance with 
either Section 8.03(b)(i) or 8.03(b)(ii), he may elect to receive the portion 
of his Accounts invested in the CSC Stock Fund in whole shares of CSC Stock 
(with the value of any fractional share and uninvested cash paid in cash).

8.04  Election of Annuity Form of Distribution

If a Participant elects, in accordance with Section 8.03, to receive a 
distribution of the Vested Portion of his Accounts in the form of a joint and 
survivor annuity, the provisions of this Section 8.04 shall apply.

    (a)  Unless a married Participant elects otherwise, the Vested Portion of 
his Accounts shall be payable in the form of a qualified joint and 50% 
survivor annuity.  Such annuity shall provide a monthly pension for the life 
of both the Participant and the spouse of the Participant.  If the Participant 
dies first, the monthly pension payable to the Participant's spouse shall be 
equal to 50% of the monthly pension payable to the Participant.

    (b)  Unless an unmarried Participant elects otherwise, the Vested Portion 
of his Accounts shall be payable in the form of a single life annuity.


<PAGE>



    (c)  The Employer shall furnish to each Participant (or Beneficiary) no 
less than 30 days and no more than 90 days before the Participant's annuity 
commencement date, a written explanation in nontechnical language of the terms 
and conditions of the annuity provided under this Section 8.04, the financial 
effect upon the Participant (or Beneficiary) of making an election under this 
Section 8.04 to receive an annuity in lieu of a single lump sum payment, the 
requirement for Spousal Consent (where applicable), and the right of the 
Participant (or Beneficiary) to make and to revoke an election of an annuity 
form of benefit.  An election of an annuity form of benefit shall be made on a 
form provided by the Employer, and may be made after the information described 
in this Section 8.04(d) is furnished to the Participant (or Beneficiary) and 
during the 90-day election period preceding the Participant's (or 
Beneficiary's) annuity commencement date.

    (d)  An election of an annuity form of benefit may be revoked on a form 
provided by the Employer, and subsequent elections and revocations may be made 
at any time and from time to time during the applicable election period.  An 
election of an annuity form of benefit shall be effective on the Participant's 
(or Beneficiary's) annuity commencement date.  A revocation of any election 
shall be effective when the completed form is filed with the Employer.  If a 
Participant who has elected an annuity form of benefit dies before the date 
the election becomes effective, the election shall be revoked.

    (e)  If a Participant elects an annuity form of benefit, the Employer 
shall direct the Trustee to provide the annuity form of benefit by purchasing 
a single premium annuity contract from an insurance company.  Such annuity 
contract may either be held by the Trustee as owner or as a non-transferable 
annuity contract which may be distributed to the Participant, his surviving 
spouse or Beneficiary in complete satisfaction of the benefits above provided 
and in full discharge of all liability of the Employer and Trustee hereunder.

8.05  Method of Payment for Eligible Rollover Distributions

    (a)  Notwithstanding any provision of the Plan to the contrary, if a 
Distributee is entitled to receive an Eligible Rollover Distribution which 
exceeds $200, the Distributee may elect, at the time and in the manner 
prescribed by the Employee Benefits Committee, and in accordance with this 
Section 8.05, to have his Eligible Rollover Distribution paid in accordance 
with one of the following methods:

      (i)   All of the Eligible Rollover distribution shall be paid directly 
to the Distributee; 

      (ii)  All of the Eligible Rollover Distribution shall be paid as a 
Direct Rollover to the Eligible Retirement Plan designated by the Distributee; 
or


<PAGE>



      (iii) The portion of the Eligible Rollover Distribution designated by 
the Participant, which portion shall be at least $500, shall be paid as a 
Direct Rollover to the Eligible Retirement Plan designated by the Distributee 
and the balance of the Eligible Rollover Distribution shall be paid directly 
to the Distributee.

    (b)  No less than 30 days and no more than 90 days prior to the 
Distributee's Plan benefit commencement date, the Employer shall provide the 
Distributee with an election form and a notice that satisfies the requirements 
of Section 1.411(a)-11(c) of the Income Tax Regulations and Section 402(f) of 
the Code.  In the event the Distributee does not return the signed election 
form by his Plan benefit commencement date, he shall be deemed to have elected 
the method of payment described in Section 8.05(a)(i).

    (c)  Notwithstanding the provisions of Section 8.05(b), distributions paid 
in accordance with Section 8.05(a) may commence less than 30 days after the 
material described in Section 8.05(b) is given to the Distributee provided 
that:

      (i)   The Distributee is notified that he has the right to a period of 
at least 30 days after receipt of the material to consider whether or not to 
elect a distribution; and

      (ii)  After receipt of such notification, he affirmatively elects to 
receive a distribution.

    (d)  The following definitions apply to the terms used in this Section 
8.05:

      (i)   "Eligible Rollover Distribution" means any distribution of all or 
any portion of the balance to the credit of the Distributee, except that an 
Eligible Rollover Distribution does not include:

        (A)  Any distribution that is one of a series of substantially equal 
periodic payments (not less frequently than annually) made for the life (or 
life expectancy) of the Distributee or the joint lives (or joint life 
expectancies) of the Distributee and the Distributee's designated beneficiary, 
or for a specified period of ten years or more;

        (B)  Any distribution to the extent such distribution is required 
under Section 401(a)(9) of the Code;

        (C)  The portion of any distribution that is not includible in gross 
income (determined without regard to the exclusion for net unrealized 
appreciation with respect to employer securities); and


<PAGE>



        (D)  Any other type of distribution that the Internal Revenue Service 
announces (pursuant to regulation, notice or otherwise) is not an Eligible 
Rollover Distribution pursuant to Section 402(c) of the Code.

      (ii)  "Eligible Retirement Plan" means an individual retirement account 
described in Section 408(a) of the Code, an individual retirement annuity 
described in Section 408(b) of the Code, an annuity plan described in Section 
403(a) of the Code, or a qualified trust described in Section 401(a) of the 
Code, that accepts the Distributee's Eligible Rollover Distribution.  However, 
in the case of an Eligible Rollover Distribution to the surviving spouse, an 
Eligible Retirement Plan is an individual retirement account or individual 
retirement annuity.

      (iii) "Distributee" includes an Employee or former Employee.  In 
addition, the Employee's or former Employee's surviving spouse and the 
Employee's or former Employee's spouse or former spouse who is the "alternate 
payee," as defined in Section 414(p)(8) of the Code, pursuant to a Qualified 
Domestic Relations Order are Distributees with regard to the interest of the 
spouse or former spouse.

      (iv)  "Direct Rollover" means a payment by the Plan to the Eligible 
Retirement Plan specified by the Distributee.

8.06  Timing of Distribution

    (a)  In the event that the value of the Vested Portion of the 
Participant's Accounts does not exceed $3,500 as of the Valuation Date 
coincident with or immediately following the Participant's termination of 
employment, distribution or commencement of distribution of the Vested Portion 
of the Participant's Accounts shall be made as soon as administratively 
practicable following the Participant's termination of employment.

    (b)  In the event that the value of the Vested Portion of the 
Participant's Accounts is more than $3,500 as of the Valuation Date coincident 
with or immediately following the Participant's termination of employment, 
payment of his distribution shall automatically be delayed to the date that 
the Participant attains Normal Retirement Age.  Notwithstanding the foregoing, 
a Participant may, in accordance with such procedures as the Employee Benefits 
Committee prescribes, elect to have the distribution of the Vested Portion of 
his Accounts made or commence as of any Valuation Date coincident with or 
following his termination of employment and coincident with or before the date 
that the Participant attains Normal Retirement Age.

    (c)  Upon the Participant's death prior to commencement of benefits, his 
Beneficiary may elect to commence distribution as soon as administratively 
feasible after any 


<PAGE>

Valuation Date that next follows the Participant's date of death but in no 
event later than either Section 8.06(c)(i) or 8.06(c)(ii):

      (i)   If the Beneficiary is not the Participant's spouse, the December 
31 of the calendar year following the calendar year in which the Participant 
dies; or

      (ii)  If the Beneficiary is the Participant's spouse, the later of the 
December 31 of the calendar year in which the Participant would have attained 
age 70 1/2 or the December 31 following the calendar year in which the 
Participant dies.

Notwithstanding the foregoing, in the event the Participant has no surviving 
spouse and no designated Beneficiary, distribution of the Participant's 
Accounts must be made on or before the December 31 of the fifth full calendar 
year following the Participant's death.

    (d)  (i)   Notwithstanding any provision of the Plan to the contrary, 
unless the Participant elects otherwise, in no event can distribution of the 
Vested Portion of a Participant's Accounts occur later than 60 days after the 
close of the Plan Year in which occurs the later of (i) the Participant's 
termination of employment, or (ii) the 65th anniversary of the Participant's 
birth.

      (ii)  In no event shall distribution of a Participant's Accounts begin 
later than the April 1 following the calendar year in which he attains age 
seventy and one-half (70-1/2).  If, however, the Participant attains age 
seventy and one-half (70-1/2) prior to January 1, 1988, and does not at any 
time after he attains age sixty-six and one-half (66-1/2) own a five percent 
(5%) or more interest in the Employer or an Affiliated Employer, the 
Participant may delay distribution of his benefits until his actual 
retirement.

    (e)  Notwithstanding any provision of the Plan to the contrary, all Plan 
distributions shall conform to the regulations issued under Section 401(a)(9) 
of the Code, including the incidental death benefit provisions of Section 
401(a)(9)(G) of the Code.  Further, such regulations shall override any Plan 
provision that is inconsistent with Section 401(a)(9) of the Code.  

8.07  Status of Accounts Pending Distribution

In the event that distribution of the Vested Portion of a Participant's 
Accounts are delayed in accordance with Section 8.06, such Accounts shall be 
invested in the Investment Funds last designated by the Participant in 
accordance with Section 4.02 or 4.03.  A Participant, or Beneficiary in the 
event of the Participant's death, may elect to reallocate the Participant's 
Accounts among the Investment Funds, in multiples of 1%, in accordance with 
Section 4.03(b).


<PAGE>



Article 9.  Administration of the Plan

9.01  Appointment of Employee Benefits Committee 

The general administration of the Plan and the responsibility for carrying out 
the provisions of the Plan shall be placed in the Employee Benefits Committee 
appointed by the Board of Directors to serve at the pleasure of the Company.  
The Employee Benefits Committee shall be composed of at least 3 members.  Any 
person appointed a member of the Employee Benefits Committee shall signify his 
acceptance by filing written acceptance with the Company.  Any member of the 
Employee Benefits Committee may resign by delivering his written resignation 
to the Company.

9.02  Duties of Employee Benefits Committee 

The members of the Employee Benefits Committee (i) shall elect a chairperson 
from their number and a secretary who may be, but need not be, one of the 
members of the Employee Benefits Committee; (ii) may appoint from their number 
such subcommittees with such powers as they shall determine; (iii) may 
authorize one or more of their number or any agent to execute or deliver any 
instrument or make any payment on their behalf; (iv) may retain counsel, 
employ agents and provide for such clerical, accounting, actuarial and 
consulting services as they may require in carrying out the provisions of the 
Plan; and (v) may allocate among themselves or delegate to other persons all 
or such portion of their duties under the Plan, other than those granted to 
the Trustee under the trust instrument adopted for use in implementing the 
Plan, as they, in their sole discretion, shall decide.

9.03  Meetings 

The Employee Benefits Committee shall hold meetings upon such notice, at such 
place or places, and at such time or times as the members of the Employee 
Benefits Committee may from time to time determine.

9.04  Action of Majority 

Any act which the Plan authorizes or requires of the Employee Benefits 
Committee shall be done by a majority of its members.  The action of that 
majority expressed from time to time by a vote at a meeting or in writing 
without a meeting shall constitute the action of the Employee Benefits 
Committee and shall have the same effect for all purposes as if assented to by 
all members of the Employee Benefits Committee at the time in office.

9.05  Compensation and Bonding 

No member of the Employee Benefits Committee shall receive any compensation 
from the Plan for his services as such.  The Company shall purchase such bonds 
as may be required under ERISA.


<PAGE>



9.06  Establishment of Rules 

Subject to the limitations of the Plan, the Employee Benefits Committee shall 
prescribe such forms, make such rules, regulations, interpretations and 
computations, and shall take such other action to administer the Plan, as it 
may deem appropriate.  In administering the Plan, the Employee Benefits 
Committee shall act in a uniform and nondiscriminatory manner and in full 
accordance with any and all laws applicable to the Plan.

9.07  Manner of Administering 

The Employee Benefits Committee shall have the sole and complete discretion to 
interpret and administer the terms of the Plan and to determine eligibility 
for benefits and the amount of any such benefits pursuant to the terms of the 
Plan, and in so doing the Employee Benefits Committee may correct defects, 
supply omissions and reconcile inconsistencies to the extent necessary to 
effectuate the Plan, and such actions shall be binding and conclusive on all 
persons.

9.08  Prudent Conduct 

The members of the Employee Benefits Committee shall use that degree of care, 
skill, prudence and diligence that a prudent person acting in a like capacity 
and familiar with such matters would use in a similar situation.

9.09  Service In More Than One Fiduciary Capacity 

Any individual, entity or group of persons may serve in more than one 
fiduciary capacity with respect to the Plan and/or the funds of the Plan.

9.10  Limitation of Liability 

The Employer, the members of the Board of Directors, the members of the 
Employee Benefits Committee, and any officer, employee or agent of the 
Employer shall not incur any liability individually or on behalf of any other 
individuals or on behalf of the Employer for any act, or failure to act, made 
in good faith in relation to the Plan or the funds of the Plan.  However, this 
limitation shall not act to relieve any such individual or the Employer from a 
responsibility or liability for any fiduciary responsibility, obligation or 
duty under Part 4, Title I of ERISA.

9.11  Indemnification 

The members of the Employee Benefits Committee, members of the Board of 
Directors, officers, employees and agents of the Employer shall be indemnified 
against any and all liabilities arising by reason of any act, or failure to 
act, in relation to the Plan or the funds 


<PAGE>

of the Plan, including, without limitation, expenses reasonably incurred in 
the defense of any claim relating to the Plan or the funds of the Plan, and 
amounts paid in any compromise or settlement relating to the Plan or the funds 
of the Plan, except for willful and intentional actions or failures to act.  
The foregoing indemnification shall be from the funds of the Plan to the 
extent of those funds and to the extent permitted under applicable law; 
otherwise from the assets of the Employer.

9.12  Expenses of Administration 

All expenses that arise in connection with the administration of the Plan, 
including but not limited to the compensation of the Trustee, administrative 
expenses and proper charges and disbursements of the Trustee and compensation 
and other expenses and charges of any enrolled actuary, counsel, accountant, 
specialist, or other person who has been retained by the Employee Benefits 
Committee in connection with the administration thereof, shall be paid from 
the Trust to the extent not paid by the Employer.

9.13  Claims and Review Procedures 

    (a)  Applications for benefits and inquiries concerning the Plan (or 
concerning present or future rights to benefits under the Plan) shall be 
submitted to the Employee Benefits Committee in writing.  An application for 
benefits shall be submitted on the prescribed form and shall be signed by the 
applicant.

    (b)  In the event that an application for benefits is denied in whole or 
in part, the Employee Benefits Committee shall notify the applicant in writing 
of the denial and of the right to review of the denial.  The written notice 
shall set forth, in a manner calculated to be understood by the applicant, 
specific reasons for the denial, specific references to the provisions of the 
Plan on which the denial is based, a description of any information or 
material necessary for the applicant to perfect the application, an 
explanation of why the material is necessary, and an explanation of the review 
procedure under the Plan.  The written notice shall be given to the applicant 
within a reasonable period of time (not more than 90 days) after the Employee 
Benefits Committee receives the application, unless special circumstances 
require further time for processing and the applicant is advised of the 
extension.  In no event shall the notice be given more than 180 days after the 
Employee Benefits Committee receives the application.

    (c)  An applicant whose application for benefits was denied in whole or 
part, or the applicant's duly authorized representative, may appeal the denial 
by submitting to the Employee Benefits Committee a request for a review of the 
application within 60 days after receiving written notice of the denial from 
the Employee Benefits Committee.  The Employee Benefits Committee shall give 
the applicant or his representative an opportunity to review pertinent 
materials, other than legally privileged documents, in preparing the request 
for a review.  The request for a 


<PAGE>

review shall be in writing and addressed to the Employee Benefits Committee.  
The request for a review shall set forth all of the grounds on which it is 
based, all facts in support of the request and any other matters that the 
applicant deems pertinent.  The Employee Benefits Committee may require the 
applicant to submit such additional facts, documents or other materials as it 
may deem necessary or appropriate in making its review.

    (d)  The Employee Benefits Committee shall act on each request for a 
review within 60 days after receipt, unless special circumstances require 
further time for processing and the applicant is advised of the extension.  In 
no event shall the decision on review be rendered more than 120 days after the 
Employee Benefits Committee receives the request for a review.  The Employee 
Benefits Committee shall give prompt written notice of its decision to the 
applicant.  In the event that the Employee Benefits Committee confirms the 
denial of the application for benefits in whole or in part, the notice shall 
set forth, in a manner calculated to be understood by the applicant, the 
specific reasons for the decision and specific references to the provisions of 
the Plan on which the decision is based.

    (e)  No legal action for benefits under the Plan shall be brought unless 
and until the claimant (i) has submitted a written application for benefits in 
accordance with paragraph (a), (ii) has been notified by the Employee Benefits 
Committee that the application is denied, (iii) has filed a written request 
for a review of the application in accordance with paragraph (c) and (iv) has 
been notified in writing that the Employee Benefits Committee has affirmed the 
denial of the application; provided, however, that legal action may be brought 
after the Employee Benefits Committee has failed to take any action on the 
claim within the time prescribed by paragraphs (b) and (d) above.

Article 10.  Management of Funds

10.01  The Trustee 

All the funds of the Plan shall be held in the Trust by a Trustee appointed 
from time to time by the Company under a trust instrument adopted, or as 
amended, by the Company for use in providing the benefits of the Plan and 
paying its expenses not paid directly by an Employer.  No Employer shall have 
any liability for the payment of benefits under the Plan nor for the 
administration of the Trust held by the Trustee.

10.02  Exclusive Benefit Rule 

Except as otherwise provided in the Plan, no part of the corpus or income of 
the funds of the Plan shall be used for, or diverted to, purposes other than 
for the exclusive benefit of Participants and other persons entitled to 
benefits under the Plan, and paying Plan expenses not otherwise paid by the 
Employer, before the satisfaction of all liabilities with 


<PAGE>

respect to them.  No person shall have any interest in or right to any part of 
the earnings of the Trust, or any right in, or to, any part of the assets held 
under the Plan, except as and to the extent expressly provided in the Plan.

10.03  Appointment of Investment Manager 

The Company, in its sole discretion, shall determine the investment policy for 
the Plan.  However, the Company may, in its sole discretion, appoint one or 
more Investment Managers to manage the assets of the Plan (including the power 
to acquire and dispose of all or part of such assets) as the Company shall 
designate.  In that event, the authority over and responsibility for the 
management of the assets so designated shall be the sole responsibility of 
that Investment Manager.

Article 11.  Amendment, Merger and Termination

11.01  Amendment of the Plan 

The Company, by action of its Board of Directors, may at any time and from 
time to time, and retroactively if deemed necessary or appropriate, amend in 
whole or in part any or all of the provisions of the Plan.  However, no 
amendment shall make it possible for any part of the funds of the Plan to be 
used for, or diverted to, purposes other than for the exclusive benefit of 
persons entitled to benefits under the Plan, before the satisfaction of all 
liabilities with respect to them.  No amendment shall be made which has the 
effect of decreasing the Accrued Pension of any Participant or of reducing the 
nonforfeitable percentage of the Accrued Pension of a Participant below the 
nonforfeitable percentage computed under the Plan as in effect on the date on 
which the amendment is adopted or, if later, the date on which the amendment 
becomes effective.  No amendment shall be made which affects the rights, 
duties or responsibilities of the Trustee unless the Trustee provides written 
consent to such amendment.

11.02  Merger or Consolidation 

The Company may, in its sole discretion, merge this Plan with another 
qualified plan, subject to any applicable legal requirements.  However, the 
Plan may not be merged or consolidated with, and its assets or liabilities may 
not be transferred to, any other plan unless each person entitled to benefits 
under the Plan would, if the resulting plan were then terminated, receive a 
benefit immediately after the merger, consolidation, or transfer which is 
equal to or greater than the benefit he would have been entitled to receive 
immediately before the merger, consolidation, or transfer if the Plan had then 
terminated.

11.03  Termination of the Plan 

The Company, by action of its Board of Directors, may terminate the Plan or 
completely discontinue contributions under the Plan for any reason at any 
time.  In case of 


<PAGE>

termination or partial termination of the Plan, or complete discontinuance of 
Company contributions to the Plan, the rights of affected Participants to 
their Accounts under the Plan as of the date of the termination or 
discontinuance shall be nonforfeitable.  The total amount in each 
Participant's Accounts shall be distributed, as the Employee Benefits 
Committee shall direct, to the Participant or for the Participant's benefit or 
held in trust for the Participant's benefit.

Article 12.  General Provisions

12.01  Nonalienation; Qualified Domestic Relations Orders 

    (a)  Except as required by any applicable law, no benefit under the Plan 
shall in any manner be anticipated, assigned or alienated, and any attempt to 
do so shall be void.  However, payment shall be made in accordance with the 
provisions of any Qualified Domestic Relations Order.

    (b)  An immediate lump sum payment, which is the Actuarial Equivalent of 
the series of payments provided for in a Qualified Domestic Relations Order, 
shall be made in lieu of the series of payments if the value of the lump sum 
payment is $3,500 or less.

12.02  Conditions of Employment Not Affected by Plan 

The establishment of the Plan shall not confer any legal rights upon any 
Employee or other person for a continuation of employment, nor shall it 
interfere with the right of the Employer (which right is hereby reserved) to 
discharge any Employee and to treat him without regard to the effect which 
that treatment might have upon him as a Participant or potential Participant 
of the Plan.

12.03  Facility of Payment 

    (a)  If the Employee Benefits Committee finds that a Participant or other 
person entitled to a benefit is unable to care for his affairs because of 
illness or accident, the Employee Benefits Committee may direct that any 
benefit due him, unless a claim has been made for the benefit by a duly 
appointed legal representative, be paid to his spouse, a child, a parent or 
other blood relative, or to a person with whom he resides.  Any payment so 
made shall be a complete discharge of the liabilities of the Plan for that 
benefit.

    (b)  If the Employee Benefits Committee finds that a Participant or other 
person entitled to a benefit is a minor, the Employee Benefits Committee may 
direct that any benefit due him, unless a claim has been made for the benefit 
by a duly appointed legal representative, be paid in the following order of 
preference: (i) to the minor's custodial parent(s); (ii) if no custodial 
parent of the minor is then 


<PAGE>

living, to a custodian selected by the Employee Benefits Committee to hold the 
funds for the minor under the Uniform Transfers or Gifts to Minors Act in 
effect in the jurisdiction in which the minor resides; (iii) if the Employee 
Benefits Committee decides not to select a custodian pursuant to subparagraph 
(ii), to the duly appointed and currently acting guardian of the estate of the 
minor; or (iv) if no guardian of the estate of the minor is duly appointed or 
currently acting within 60 days of the date the amount becomes payable, to the 
court having jurisdiction over the estate of the minor.

12.04  Information 

    (a)  Each Participant, Beneficiary or other person entitled to a benefit, 
before any benefit shall be payable to him or on his account under the Plan, 
shall file with the Employer the information that it shall require to 
establish his rights and benefits under the Plan.

    (b)  If a Participant in his application for retirement income, or in 
response to any request by the Employer or Employee Benefits Committee for 
information, makes any statement which is erroneous or omits any material fact 
or fails before receiving his first payment to correct any information that he 
previously incorrectly furnished to the Employer or the Employee Benefits 
Committee for its records, the amount of his Pension shall be adjusted on the 
basis of the current facts, and the amount of any overpayment or underpayment 
made to the Participant shall be deducted from, or added to, his next 
succeeding payments as the Employee Benefits Committee shall direct.

12.05  Proof of Death and Right of Beneficiary or Other Person

The Employer may require and rely upon such proof of death and such evidence 
of the right of any Beneficiary or other person to receive the value of the 
Accounts of a deceased Participant as the Employee Benefits Committee may deem 
proper, and its determination of death and of the right of that Beneficiary or 
other person to receive payment shall be conclusive.

12.06  Failure to Locate Recipient

In the event that the Employee Benefits Committee is unable to locate a 
Participant or Beneficiary who is entitled to payment under the Plan within 5 
years from the date such payment was to have been made, the amount to which 
such Participant or Beneficiary was entitled shall be declared a forfeiture 
and shall be used to reduce future Employer contributions to the Plan.  If the 
Participant or Beneficiary is later located, the benefit which was previously 
forfeited hereunder shall be restored by means of an additional Employer 
contribution to the Plan, if necessary.


<PAGE>



12.07  Action by the Board of Directors

Any action required or permitted to be taken by the Board of Directors under 
the Plan shall be by resolution adopted by the Board of Directors at a meeting 
held either in person or by telephone or other electronic means, or by 
unanimous written consent in lieu of a meeting.  The Board of Directors may, 
in its discretion, appoint the Executive Committee or another Committee to 
take those actions on its behalf which are the responsibility of the Board of 
Directors in accordance with the terms of the Plan.

12.08  Construction

    (a)  The Plan shall be construed, regulated and administered pursuant to 
the laws of the State of California, except where ERISA controls.

    (b)  If any provision of this instrument is held by a court of competent 
jurisdiction to be invalid or unenforceable, the remaining provisions hereof 
shall continue to be fully effective.

    (c)  The use of the masculine pronoun in this Plan shall include the 
feminine pronoun wherever appropriate, and vice versa.

    (d)  The use of the singular form of a word in this Plan shall include the 
plural form wherever appropriate, and vice versa.

    (e)  The titles and headings of the Articles and Sections in this Plan are 
for convenience only.  In the case of ambiguity or inconsistency, the text 
rather than the titles or headings shall control.


<PAGE>






                             Execution of the Plan

CSC Outsourcing, Inc. CUTW Hourly Savings Plan is hereby executed this 2nd day 
of February, 1996.


                                    /s/ HAYWARD D. FISK 
                                    (Signature)


                                    Vice President 
                                    (Title)





<PAGE>


Appendix A.  Maximum Annual Additions Limitation

Section 3.10 of the Plan shall be construed in accordance with this Appendix 
A.  Unless the context clearly requires otherwise, words and phrases used in 
this Appendix A shall have the same meanings that are assigned to them under 
the Plan.

The Plan Year shall be considered a "limitation year" for purposes of this 
Appendix A and Section 415 of the Code.

A.01  Definitions

The following words and phrases, when used in this Appendix A with an initial 
capital letter, shall have the following meanings, unless the context clearly 
indicates otherwise:

"Annual Additions" on behalf of a Participant under the Plan or any other 
qualified plan maintained by the Employer or an Affiliated Employer for the 
Plan Year shall not include loan repayments by the Participant or 
contributions to the Participant's Rollover Contributions Account but shall 
include:

    (a)  The total contributions, including Savings Plus Allotments and 
Company Matching Contributions, made on behalf of the Participant by the 
Employer and all Affiliated Employers under this Plan or any other qualified 
Defined Contribution Plan;

    (b)  With respect to limitation years beginning before 1987, the lesser of 
the part of the Participant's contributions in excess of 6% of his Section 415 
Compensation or one-half of his total contributions to the Plan or any other 
qualified Defined Contribution Plan maintained by the Employer or an 
Affiliated Employer;

    (c)  With respect to Limitation Years beginning after 1986, all of the 
Participant's contributions to this Plan or any other qualified Defined 
Contribution Plan maintained by the Employer or an Affiliated Employer;

    (d)  Forfeitures, if applicable, that have been allocated to the 
Participant's Accounts under this Plan or his accounts under any other 
qualified Defined Contribution Plan maintained by the Employer or an 
Affiliated Employer;

    (e)  Voluntary or mandatory contributions made by the Participant under 
the CSC Outsourcing Inc. CUTW Hourly Savings Plan or another qualified Defined 
Benefit Plan maintained by the Employer or an Affiliated Employer; and

    (f)  Contributions made on behalf of the Participant to an "individual 
medical benefit account" under a pension or annuity plan maintained by the 
Employer or an Affiliated Employer, as described, and to the extent required, 
under Section 415(l) of the Code.


<PAGE>


"Defined Benefit Plan" means any qualified pension plan which is not a Defined 
Contribution Plan; however, in the case of a Defined Benefit Plan which 
provides a benefit which is based partly on the balance of the separate 
account of a participant, that plan shall be treated as a Defined Contribution 
Plan to the extent benefits are based on the separate account of a participant 
and as a Defined Benefit Plan with respect to the remaining portion of the 
benefits under the plan.

"Defined Benefit Plan Fraction" for any limitation year is a fraction -

    (a)  The numerator of which is the projected annual benefit of the 
Participant (determined as of the close of the limitation year) under all 
Defined Benefit Plans maintained by the Employer or an Affiliated Employer; 
and

    (b)  The denominator of which is the lesser of (i) or (ii) below:

      (i)   The product of 1.25 multiplied by the defined benefit plan dollar 
limitation under Section 415(b)(1)(A) of the Code (multiplied by the 
Adjustment Factor) in effect for such limitation year; or

      (ii)  The product of 1.4 multiplied by an amount that is 100% of the 
Participant's average Section 415 Compensation for the three consecutive years 
in which his Section 415 Compensation was the highest.

"Defined Contribution Plan" means any qualified pension plan which provides 
for an individual account for each participant and for benefits based solely 
upon the amount contributed to the participant's account, and any income, 
expenses, gains and losses, and any forfeitures of accounts of other 
participants which may be allocated to that participant's accounts, subject to 
the limitations described in the definition of "Defined Benefit Plan" above.

"Defined Contribution Plan Fraction" for any limitation year is a fraction --

    (a)  The numerator of which is the sum of the Annual Additions made by the 
Employer or an Affiliated Employer on behalf of the Participant for such 
limitation year and all prior limitation years; and

    (b)  The denominator of which is the sum of the lesser of (i) or (ii) 
below determined for such limitation year and for each prior year of service 
with the Employer or an Affiliated Employer:

      (i)   The product of 1.25 multiplied by the defined contribution plan 
dollar limitation under Section 415(c)(1)(A) of the Code (multiplied by the 
Adjustment Factor); or


<PAGE>



      (ii)  The product of 1.4 multiplied by an amount equal to 25% of the 
Participant's Section 415 Compensation for such year.

At the direction of the Employee Benefits Committee, the portion of the 
denominator of that fraction with respect to limitation years ending before 
1983 shall be computed as the denominator for the limitation year ending in 
1982, as determined under the law as then in effect, multiplied by a fraction 
the numerator of which is the lesser of:

        (A)  $51,875; or

        (B)  1.4 multiplied by 25% of the Participant's Section 415 
Compensation for the limitation year ending in 1981;

and the denominator of which is the lesser of:

        (A)  $41,500; or

        (B)  25% of the Participant's Section 415 Compensation for that 
limitation year.

A.02  Maximum Annual Additions Limitation

If the Annual Additions to a Participant's Accounts for any Plan Year would 
otherwise exceed the limitation set forth in Section 3.10, the excess Annual 
Additions to such Participant's Accounts for such Plan Year shall be reduced 
in the following order:

      (i)   The Participant's unmatched Regular Savings Allotments shall be 
reduced to the extent necessary.  The amount of the reduction, together with 
any earnings on the contributions to be returned, shall be returned to the 
Participant.

      (ii)  Next, the Participant's unmatched Savings Plus Allotments shall be 
reduced to the extent necessary.  The amount of the reduction, together with 
any earnings on the contributions to be returned, shall be returned to the 
Participant.

      (iii) Next, the Participant's matched Regular Savings Allotments and 
corresponding Company Matching Contributions shall be reduced to the extent 
necessary.  The amount of the reduction attributable to the Participant's 
matched Regular Savings Allotments, together with any earnings on the 
contributions to be returned, shall be returned to the Participant and the 
amount attributable to the Company Matching Contributions shall be applied to 
reduce subsequent Company Matching Contributions.

      (iv)  Next, the Participant's matched Savings Plus Allotments and 
corresponding Company Matching Contributions shall be reduced to the extent 
necessary.  The 


<PAGE>

amount of the reduction attributable to the Participant's matched Savings Plus 
Allotments, together with any earnings on the contributions to be returned, 
shall be returned to the Participant and the amount attributable to the 
Company Matching Contributions shall be applied to reduce subsequent Company 
Matching Contributions.

A.03  Participant in a Defined Benefit Plan

    (a)  If a Participant under this Plan has at any time participated in a 
Defined Benefit Plan maintained by the Employer or an Affiliated Employer, the 
sum of the Participant's Defined Benefit Plan Fraction and Defined 
Contribution Plan Fraction shall not exceed 1.0.

    (b)  In the event the sum of a Participant's Defined Benefit Plan Fraction 
and Defined Contribution Plan Fraction exceeds 1.0, his benefits under, and 
contributions to, all plans shall be accomplished by first reducing the 
benefits otherwise payable to the Participant under the CSC Outsourcing Inc. 
CUTW Hourly Retirement Plan or any other Defined Benefit Plan in which the 
Participant participates (in the manner and priority set forth in such plans), 
and second by reducing the contributions made on behalf of the Participant to 
the Plan or any other Defined Contribution Plans in which the Participant 
participates in such priority as shall be determined by the Employee Benefits 
Committee for the Plan and the administrators of such other plans.  The 
necessary reductions may, however, be made in a different manner and priority 
pursuant to the agreement of the Employee Benefits Committee for the Plan and 
the administrators of all other plans in which the Participant participates.


















<PAGE>




                                  Exhibit 23.1



INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement 
relating to the CSC Outsourcing, Inc. CUTW Hourly Savings Plan of Computer 
Sciences Corporation on Form S-8 of our report dated May 26, 1995, appearing 
in the Annual Report on Form 10-K of Computer Sciences Corporation for the 
fiscal year ended March 31, 1995, and to the reference to us under the heading 
"Experts" in the prospectus, which is part of this Registration Statement.


/s/DELOITTE & TOUCHE LLP

Los Angeles, California
February 6, 1996
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 251691}]
{"company-data": {"conformed-name": "COMPUTER SCIENCES CORP", "cik": "0000023082", "assigned-sic": "7373", "irs-number": "952043126", "state-of-incorporation": "NV", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-00749", "film-number": "96511953"}, "business-address": {"street1": "2100 E GRAND AVE", "city": "EL SEGUNDO", "state": "CA", "zip": "90245", "phone": "3106150311"}, "mail-address": {"street1": "2100 EAST GRAND AVE", "city": "EL SEGUNDO", "state": "CA", "zip": "90245"}}
SECURITIES AND EXCHANGE COMMISSION As filed with the Securities and Exchange 
Commission on February 6, 1996
                                              Registration No. 33-______
=============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                        ---------------------------
                                  FORM S-8
                          REGISTRATION STATEMENT
                     UNDER THE SECURITIES ACT OF 1933

                      COMPUTER SCIENCES CORPORATION
            (Exact name of registrant as specified in its charter)
Nevada                             95-2043126
     (State of incorporation or organization)     (I.R.S. Employer
                                                 Identification No.)

     2100 East Grand Avenue
     El Segundo, California                          90245
     (Address of principal executive offices)      (zip code)
CSC OUTSOURCING, INC. CUTW HOURLY SAVINGS PLAN
                          (Full Title of the Plan)

                           HAYWARD D. FISK, ESQ.
                Vice President, General Counsel and Secretary
                      Computer Sciences Corporation
                          2100 East Grand Avenue
                      El Segundo, California  90245
                 (Name and Address of Agent For Service)

                              (310) 615-0311
         (Telephone Number, Including Area Code, of Agent For Service)

                      CALCULATION OF REGISTRATION FEE
Proposed        Proposed
                                     Maximum         Maximum
                                     Offering        Aggregate    Amount of
Title of Securities   Amount to be   Price           Offering     Registration
to be Registered      Registered     Per Share       Price        Fee
-------------------   ------------   ---------    --------------  ------------
Common Stock,
par value $1.00(1)       10,000      $77.375(2)     $773,750.00    $266.81
(1)  Including the associated preferred stock purchase rights.  In addition, 
pursuant to Rule 416(c) under the Securities Act of 1933, this Registration 
Statement also covers an indeterminate amount of interests to be offered or 
sold pursuant to the employee benefit plan described herein.
(2)  Estimated solely for purposes of calculating the registration fee 
pursuant to Rule 457(h) under the Securities Act of 1933 and based upon the 
average of the high and low prices of the Common Stock on the New York Stock 
Exchange on February 1, 1996.
PART I

              INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

Not filed as part of this Registration Statement pursuant to the Note to Part 
I of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

Not filed as part of this Registration Statement pursuant to the Note to Part 
I of Form S-8.

                                  PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents of the Registrant heretofore filed with the Securities 
and Exchange Commission are hereby incorporated in this Registration Statement 
by reference:

  (1)  the Annual Report of the Registrant on Form 10-K for the fiscal year 
ended March 31, 1995, as amended by Amendment No. 1 on Form 10-K/A filed on 
January 26, 1996;

  (2)  the Annual Report of the CSC Outsourcing, Inc. CUTW Hourly Savings Plan 
on Form 11-K for the fiscal year ended December 31, 1995, filed concurrently 
herewith;

  (3)  the Quarterly Reports of the Registrant on Form 10-Q for the fiscal 
quarters ended June 30, 1995 and September 29, 1995;

  (4)  the description of the Common Stock contained in the Registration 
Statement of the Registrant on Form 10, as amended; and

  (5)  the description of the rights to purchase preferred stock contained in 
the Registration Statement of the Registrant on Form 8-A, as amended.

All reports and other documents filed by the Registrant or the CSC 
Outsourcing, Inc. CUTW Hourly Savings Plan after the date hereof pursuant to 
Sections 13(a) or (c), 14 and 15(d) of the Securities Exchange Act of 1934, 
prior to the filing of a post-effective amendment which indicates that all 
securities offered hereunder have been sold or which deregisters all such 
securities then remaining unsold shall be deemed to be incorporated in this 
Registration Statement by reference and to be part hereof from the date of 
filing of such documents.

Item 4.  Description of Securities.

Not applicable.
Item 5.  Interests of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Directors and Officers.

Section 78.751 of the Nevada General Corporation Law provides that a 
corporation may indemnify any person who was or is a party or is threatened to 
be made a party to any threatened, pending or completed action, suit or 
proceeding, whether civil, criminal, administrative or investigative, by 
reason of the fact that he or she is a director, officer, employee or agent of 
the corporation or is or was serving at the request of the corporation as a 
director, officer, employee or agent of another corporation, partnership, 
joint venture, trust or other enterprise.  A corporation may indemnify any 
such person against expenses (including attorneys' fees), judgments, fines and 
amounts paid in settlement actually and reasonably incurred in connection with 
such action, suit or proceeding if the person identified acted in good faith 
and in a manner he or she reasonably believed to be in or not opposed to the 
best interest of the corporation and, with respect to any criminal action or 
proceeding, had no cause to believe his or her conduct was unlawful.  In the 
case of an action by or in the right of the corporation, no indemnification 
may be made in respect to any claim, issue or matter as to which such person 
shall have been adjudged to be liable to the corporation unless and only to 
the extent that the court in which such action or suit was brought or another 
court of competent jurisdiction shall determine that in view of all the 
circumstances of the case, such person is fairly and reasonably entitled to 
indemnity therefor.  Section 78.751 further provides that to the extent a 
director or officer of a corporation has been successful in the defense of any 
action, suit or proceeding referred to above or in the defense of any claim, 
issue or matter therein, he or she shall be indemnified against expenses 
(including attorneys' fees) actually and reasonably incurred by him or her in 
connection therewith.

The Registrant's Restated Articles of Incorporation, as amended (the 
"Charter"), provide that the Registrant shall, to the fullest extent permitted 
by applicable law, indemnify any person who was or is a party or is threatened 
to be made a party to any action, suit or proceeding of the type described 
above by reason of the fact that he or she is or was or has agreed to become a 
director or officer of the Registrant, or is serving at the request of the 
Registrant as director or officer of another corporation, partnership, joint 
venture, trust, employee benefit plan or other enterprise, provided that with 
respect to any action, suit or proceeding initiated by a director or officer, 
the Registrant shall indemnify such director or officer only if the action, 
suit or proceeding was authorized by the Registrant's Board of Directors or is 
a suit for enforcement of rights to indemnification or advancement of expenses 
in accordance with the procedure therefor prescribed in the Charter.

The Charter also provides that the expenses of directors and officers incurred 
as a party to any threatened, pending or completed action, suit or proceeding, 
whether civil, criminal, administrative or investigative, shall be paid by the 
Registrant as they are incurred and in advance of the final disposition of the 
action, suit or proceeding, provided that if applicable law so requires, the 
advance payment of expenses shall be made only upon receipt by the Registrant 
of an undertaking by or on behalf of the director or officer to repay all 
amounts so advanced in the event it is ultimately determined by a final 
decision, order or decree of a court of competent jurisdiction that the 
director or officer is not entitled to be indemnified for such expenses under 
the Charter.
The Registrant has entered into Indemnification Agreements with each of its 
directors and officers pursuant to which it has indemnified them against 
expenses incurred in connection with any claims made against them as a result 
of any act, omission, neglect or breach of duty committed or suffered while 
acting as a director or officer of the Registrant, or while serving at the 
request of the Registrant as a director of officer of another corporation, 
partnership, joint venture, trust, employee benefit plan or other enterprise.  
These Indemnification Agreements do not obligate the Registrant to make any 
payment in connection with a claim against a director or officer to the extent 
that: (a) payment is made under an insurance policy, (b) the director or 
officer is otherwise indemnified, (c) the claim is based upon the director or 
officer gaining any improper personal profit or advantage to which he or she 
is not  legally entitled, (d) the claim is for an accounting of profits made 
from the purchase or sale by the director or officer of securities of the 
Registrant within the meaning of Section 16(b) of the Securities Exchange Act 
of 1934 or (e) the claim is brought about or contributed to by the dishonesty 
of the director or officer, but only if a judgment or other final adjudication 
adverse to the director or officer establishes that he or she committed acts 
of active and deliberate dishonesty, with actual dishonest purpose and intent, 
which acts were material to the cause of action so adjudicated.  The 
Indemnification Agreements provide that the costs and expenses incurred by 
directors and officers in defending or investigating any action, suit, 
proceeding or investigation will be paid by the Registrant in advance of the 
final disposition of the matter upon receipt of a written undertaking by or on 
behalf of the director or officer to repay any such amounts if it is 
ultimately determined that he or she is not entitled to indemnification under 
the Indemnification Agreement.  No such advance will be made by the 
Registrant, however, if, within 60 days of a request for such an advance, a 
determination is reasonably made by the Board of Directors or independent 
legal counsel, based upon the facts known at the time, that it is more likely 
than not it will ultimately be determined that the director or officer is not 
entitled to indemnification under the Indemnification Agreement.

The Registrant currently maintains an insurance policy which, within the 
limits and subject to the terms and conditions thereof, covers certain 
expenses and liabilities that may be incurred by directors and officers in 
connection with or as a consequence of certain actions, suits or proceedings 
that may be brought against them as a result of an act or omission committed 
or suffered while acting as a director or officer of the Registrant.
Item 7.  Exemption from Registration Claimed.

Not applicable. 

Item 8.  Exhibits.

4.1    CSC Outsourcing, Inc. CUTW Hourly Savings Plan

4.2    Restated Articles of Incorporation of the Registrant filed with the 
Nevada Secretary of State on November 21, 1988 (incorporated by reference to 
Exhibit III(i) to the Registrant's Annual Report on Form 10-K for the fiscal 
year ended March 31, 1989)

4.3    Amendment to Restated Articles of Incorporation of the Registrant filed 
with the Nevada Secretary of State on August 11, 1992 (incorporated by
reference to Appendix B to the Registrant's Proxy Statement for the Annual 
Meeting of Stockholders held on August 10, 1992)

4.4    Bylaws of the Registrant, effective January 31, 1993 (incorporated by 
reference to Exhibit 3.3 to the Registrant's Annual Report on Form 10-K for 
the fiscal year ended March 31, 1995)

4.5    Amended and Restated Rights Agreement, effective October 30, 1995, by 
and between the Registrant and Chemical Mellon Shareholder Services, as 
successor Rights Agent (incorporated by reference to Exhibit 10.27 to the 
Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended 
September 29, 1995)

23.1   Consent of Deloitte & Touche LLP

24     Power of Attorney (included on pages 7 and 8 of this Registration 
Statement)

The undersigned Registrant hereby undertakes to submit the CSC Outsourcing, 
Inc. CUTW Hourly Savings Plan, and any amendments thereto to the Internal 
Revenue Service in a timely manner and to make all changes required by the 
Internal Revenue Service in order to qualify the Plan under Section 401 of the 
Internal Revenue Code.

Item 9.  Undertakings.

  (a)  The undersigned Registrant hereby undertakes: 

    (1)  To file, during any period in which offers or sales are being made, a 
post-effective amendment to this Registration Statement;

      (i)    To include any prospectus required by Section 10(a)(3) of the 
Securities Act of 1933;

      (ii)   To reflect in the prospectus any facts or events arising after 
the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, 
represent a fundamental change in the information set forth in the 
Registration Statement; and

      (iii)  To include any material information with respect to the plan of 
distribution not previously disclosed in the Registration Statement or any 
material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 
the information required to be included in a post-effective amendment by those 
paragraphs is contained in periodic reports filed by the Registrant pursuant 
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are 
incorporated by reference in the Registration Statement.
(2)  That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall be deemed to 
be a new registration statement relating to the securities offered therein, 
and the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

    (3)  To remove from registration by means of a post-effective amendment 
any of the securities being registered which remain unsold at the termination 
of the offering.

  (b)  The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of the 
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 
Securities Exchange Act of 1934 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to Section 15(d) of the 
Securities Exchange Act of 1934) that is incorporated by reference in the 
Registration Statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering 
thereof.

  (c)  Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 may be permitted to directors, officers and controlling persons of 
the Registrant pursuant to the foregoing provisions, or otherwise, the 
Registrant has been advised that in the opinion of the Securities and Exchange 
Commission such indemnification is against public policy as expressed in the 
Act and is, therefore, unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than the payment by the 
Registrant of expenses incurred or paid by a director, officer or controlling 
person of the Registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling person in 
connection with the securities being registered, the Registrant will, unless 
in the opinion of its counsel the matter has been settled by controlling 
precedent, submit to a court of appropriate jurisdiction the question whether 
such indemnification by it is against public policy as expressed in the Act 
and will be governed by the final adjudication of such issue.
SIGNATURES

The Registrant.  Pursuant to the requirements of the Securities Act of 1933, 
the Registrant certifies that it has reasonable grounds to believe that it 
meets all of the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of El Segundo, State of California, on 
this 5th day of February, 1996.

                             COMPUTER SCIENCES CORPORATION

                             By/s/ VAN B. HONEYCUTT
                                   --------------------
                                   Van B. Honeycutt
                                   President and Chief Executive Officer

                             POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature to this 
Registration Statement appears below hereby constitutes and appoints Van B. 
Honeycutt, Leon J. Level and Hayward D. Fisk, and each of them, as such 
person's true and lawful attorney-in-fact and agent with full power of 
substitution for such person and in such person's name, place and stead, in 
any and all capacities, to sign and to file with the Securities and Exchange 
Commission, any and all amendments and post-effective amendments to this 
Registration Statement, with exhibits thereto and other documents in 
connection therewith, granting unto each said attorney-in-fact and agent full 
power and authority to do and perform each and every act and thing requisite 
and necessary to be done in and about the premises, as fully to all intents 
and purposes as such person might or could do in person, hereby ratifying and 
confirming all that each said attorney-in-fact and agent, or any substitute 
therefor, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration 
Statement has been signed by the following persons in the capacities and on 
the date indicated.
Signature                    Title                       Date
       ---------                    -----                       ----
/s/ VAN B. HONEYCUTT      President, Chief Executive
Van B. Honeycutt          Officer and Director
                          (Principal Executive Officer)     February 5, 1996

/s/ LEON J. LEVEL         Vice President, Chief Financial 
Leon J. Level             Officer and Director
                          (Principal Financial Officer)     February 5, 1996

/s/ DENIS M. CRANE        Vice President and Controller 
Denis M. Crane           (Principal Accounting Officer)     February 5, 1996
Signature                    Title                       Date
       ---------                    -----                       ----
/s/ WILLIAM R. HOOVER    Chairman of the Board 
William R. Hoover                                           February 5, 1996

/s/ HOWARD P. ALLEN      Director 
Howard P. Allen                                             February 5, 1996

/s/ IRVING W. BAILEY,II  Director 
Irving W. Bailey, II                                        February 5, 1996

/s/ RICHARD C. LAWTON    Director
Richard C. Lawton                                           February 5, 1996

/s/ F. WARREN McFARLAN   Director
F. Warren McFarlan                                          February 5, 1996

/s/ JAMES R. MELLOR     
James R. Mellor          Director                           February 5, 1996

/s/ ALVIN E. NASHMAN     Director 
Alvin E. Nashman                                            February 5, 1996
The Plan.  Pursuant to the requirements of the Securities Act of 1933, the 
Computer Sciences Corporation Retirement Plans Committee has duly caused this 
Registration Statement to be signed on behalf of the CSC Outsourcing, Inc. 
CUTW Hourly Savings Plan by the undersigned, thereunto duly authorized, in the 
City of El Segundo, State of California, on this 5th day of February, 1996.

                             CSC OUTSOURCING, INC.
                             CUTW HOURLY SAVINGS PLAN

                             By/s/ LEON J. LEVEL
                                   -----------------------
                                   Leon J. Level, Chairman
                                   Computer Sciences Corporation
                                   Retirement Plans Committee
EXHIBIT INDEX
Exhibit No.     Description
-----------     -----------
4.1             CSC Outsourcing, Inc. CUTW Hourly Savings Plan

4.2             Restated Articles of Incorporation of the Registrant filed
                with the Nevada Secretary of State on November 21, 1988
                (incorporated by reference to Exhibit III(i) to the
                Registrant's Annual Report on Form 10-K for the fiscal year
                ended March 31, 1989)

4.3             Amendment to Restated Articles of Incorporation of the
                Registrant filed with the Nevada Secretary of State on August
                11, 1992 (incorporated by reference to Appendix B to the
                Registrant's Proxy Statement for the Annual Meeting of
                Stockholders held on August 10, 1992)

4.4             Bylaws of the Registrant, effective January 31, 1993
                (incorporated by reference to Exhibit 3.3 to the Registrant's
                Annual Report on Form 10-K for the fiscal year ended March 31,
                1995)

4.5             Amended and Restated Rights Agreement, effective October 30,
                1995, by and between the Registrant and Chemical Mellon
                Shareholder Services, as successor Rights Agent (incorporated
                by reference to Exhibit 10.27 to the Registrant's Quarterly
                Report on Form 10-Q for the fiscal quarter ended September 29,
                1995)

23.1            Consent of Deloitte & Touche LLP

24              Power of Attorney (included on pages 7 and 8 of this
                Registration Statement)
Exhibit 4.1

                              CSC OUTSOURCING INC
                            CUTW HOURLY SAVINGS PLAN

                            Effective August 5, 1995
TABLE OF CONTENTS
Page
                                                                   ----
Article 1.  Definitions ...........................................  1
   1.01     Accounts ..............................................  1
   1.02     Actual Deferral Percentage ............................  1
   1.03     Actual Deferral Ratio .................................  1
   1.04     Adjustment Factor .....................................  1
   1.05     Affiliated Employer ...................................  2
   1.06     Allotments ............................................  2
   1.07     Beneficiary ...........................................  2
   1.08     Board of Directors ....................................  2
   1.09     Break in Service ......................................  2
   1.10     Code ..................................................  2
   1.11     Company ...............................................  2
   1.12     Company Matching Contributions ........................  2
   1.13     Compensation ..........................................  2
   1.14     Disability or Disabled ................................  3
   1.15     Earnings ..............................................  3
   1.16     Effective Date ........................................  3
   1.17     Eligible Employee .....................................  3
   1.18     Employee ..............................................  3
   1.19     Employee Benefits Committee ...........................  3
   1.20     Employer ..............................................  3
   1.21     Enrollment Date .......................................  3
   1.22     ERISA .................................................  3
   1.23     Highly Compensated Employee ...........................  4
   1.24     Hour of Service .......................................  5
   1.25     Investment Funds ......................................  6
   1.26     Leased Employee .......................................  6
   1.27     Leave of Absence ......................................  6
   1.28     Matching Contributions Account ........................  6
   1.29     Maximum Compensation Limitation .......................  6
   1.30     Non-Highly Compensated Employee .......................  7
   1.31     Normal Retirement Age .................................  7
   1.32     Parental Leave ........................................  7
   1.33     Participant ...........................................  7
   1.34     Plan ..................................................  7
   1.35     Plan Administrator ....................................  7
   1.36     Plan Year .............................................  7
   1.37     Prior Employer ........................................  7
   1.38     Prior Plan ............................................  7
   1.39     Qualified Domestic Relations Order ....................  8
   1.40     Qualified Nonelective Contributions ...................  8
Page
                                                                   ----
1.41     Regular Savings Account ...............................  8
   1.42     Regular Savings Allotments ............................  8
   1.43     Rollover Contributions ................................  8
   1.44     Rollover Contributions Account ........................  8
   1.45     Savings Plus Account ..................................  8
   1.46     Savings Plus Allotments ...............................  9
   1.47     Section 414(s) Compensation ...........................  9
   1.48     Section 415 Compensation ..............................  9
   1.49     Spousal Consent .......................................  9
   1.50     Trust ................................................. 10
   1.51     Trustee ............................................... 10
   1.52     Union ................................................. 10
   1.53     Valuation Date ........................................ 10
   1.54     Vested Portion ........................................ 10
   1.55     Year of Eligibility Service ........................... 10

Article 2.  Eligibility and Participation ......................... 10
   2.01     Eligibility ........................................... 10
   2.02     Participation ......................................... 10
   2.03     Reemployment of Former Employees and Former
              Participants ........................................ 11
   2.04     Transferred Participants .............................. 11
   2.05     Termination of Participation .......................... 11

Article 3.  Contributions ......................................... 11
   3.01     Savings Plus Allotments ............................... 11
   3.02     Regular Savings Allotments ............................ 12
   3.03     Change in Contributions ............................... 12
   3.04     Suspension of Contributions ........................... 13
   3.05     Company Matching Contributions ........................ 13
   3.06     Rollover Contributions ................................ 13
   3.07     Section 402(g) Limitation on Savings Plus Allotments .. 14
   3.08     Section 401(k) Limitation on Savings Plus Allotments
              (Actual Deferral Percentage Test) ................... 15
   3.09     Additional Discrimination Testing Provisions .......... 17
   3.10     Maximum Annual Additions Limitation ................... 17
   3.11     Return of Contributions ............................... 18

Article 4.  Investment of Contributions ........................... 18
   4.01     Investment of Participants' Prior Plan Accounts ....... 18
   4.02     Investment of Participants' Allotments ................ 19
Page
                                                                   ----
4.03     Investment Changes .................................... 19
   4.04     Responsibility for Investments ........................ 20

Article 5.  Valuation of Accounts ................................. 20
   5.01     Valuation of the Investment Funds ..................... 20
   5.02     Discretionary Power of the Employee Benefits Committee  20
   5.03     Statement of Accounts ................................. 21

Article 6.  Vested Portion of Accounts ............................ 21
   6.01     Savings Plus, Regular Savings, Matching 
              Contributions and Rollover Contributions Accounts ... 21

Article 7.  Withdrawals While Still Employed ...................... 21
   7.01     Procedures and Restrictions ........................... 21
   7.02     Regular Withdrawals ................................... 21
   7.03     Age 59 1/2 Withdrawals ................................ 22
   7.04     Hardship Withdrawals .................................. 22
   7.05     Participant Loans ..................................... 23

Article 8.  Distribution of Accounts Upon Termination Of Employment 25
   8.01     Eligibility ........................................... 25
   8.02     Amount of Distribution ................................ 25
   8.03     Form of Distribution .................................. 26
   8.04     Election of Annuity Form of Distribution .............. 26
   8.05     Method of Payment for Eligible Rollover Distributions . 27
   8.06     Timing of Distribution ................................ 29
   8.07     Status of Accounts Pending Distribution ............... 30

Article 9.  Administration of the Plan ............................ 31
   9.01     Appointment of Employee Benefits Committee ............ 31
   9.02     Duties of Employee Benefits Committee ................. 31
   9.03     Meetings .............................................. 31
   9.04     Action of Majority .................................... 31
   9.05     Compensation and Bonding .............................. 31
   9.06     Establishment of Rules ................................ 32
   9.07     Manner of Administering ............................... 32
   9.08     Prudent Conduct ....................................... 32
   9.09     Service In More Than One Fiduciary Capacity ........... 32
   9.10     Limitation of Liability ............................... 32
   9.11     Indemnification ....................................... 32
Page
                                                                   ----
9.12     Expenses of Administration ............................ 33
   9.13     Claims and Review Procedures .......................... 33

Article 10. Management of Funds ................................... 34
  10.01     The Trustee ........................................... 34
  10.02     Exclusive Benefit Rule ................................ 34
  10.03     Appointment of Investment Manager ..................... 35

Article 11.  Amendment, Merger and Termination .................... 35
  11.01     Amendment of the Plan ................................. 35
  11.02     Merger or Consolidation ............................... 35
  11.03     Termination of the Plan ............................... 35

Article 12. General Provisions .................................... 36
  12.01     Nonalienation; Qualified Domestic Relations Orders .... 36
  12.02     Conditions of Employment Not Affected by Plan ......... 36
  12.03     Facility of Payment ................................... 36
  12.04     Information ........................................... 37
  12.05     Proof of Death and Right of Beneficiary or Other Person 37
  12.06     Failure to Locate Recipient ........................... 37
  12.07     Action by the Board of Directors ...................... 38
  12.08     Construction .......................................... 38

Appendix A. Maximum Annual Additions Limitation ................... 40
   A.01     Definitions ........................................... 40
   A.02     Maximum Annual Additions Limitation ................... 42
   A.03     Participant in a Defined Benefit Plan ................. 43
PREAMBLE TO THE
                            CSC OUTSOURCING INC
                          CUTW HOURLY SAVINGS PLAN

Computer Sciences Corporation (the "Company") is the successor employer for 
certain employees of Southern New England Telephone ("SNET") who are 
represented by the Connecticut Union of Telephone Workers, Inc. (referred to 
as the "Union Employees").  The Union Employees were eligible to participate 
in the SNET Bargaining Unit Retirement Savings Plan (the "Prior Plan"), which 
is maintained by SNET.  Effective August 5, 1995, the Prior Plan's assets and 
liabilities with respect to the Union Employees were spun off to the CSC 
Outsourcing Inc. CUTW Hourly Savings Plan (the "Plan").  The terms of the Plan 
are effective August 5, 1995.
CSC OUTSOURCING INC
                           CUTW HOURLY SAVINGS PLAN

                           Effective August 5, 1995

Article 1.  Definitions

The following words and phrases, when used in the Plan with an initial capital 
letter, shall have the following meanings, unless the context clearly 
indicates otherwise:

1.01  "Accounts" means the Regular Savings Account, Savings Plus Account, 
Matching Contributions Account and Rollover Contributions Account of any 
Participant.

1.02  "Actual Deferral Percentage" means, with respect to a specified group of 
Eligible Employees, the average of the Actual Deferral Ratios for that group 
of Eligible Employees.  An Actual Deferral Percentage shall be separately 
calculated each Plan Year for (a) the group of Eligible Employees who are 
Highly Compensated Employees, and (b) the group of Eligible Employees who are 
Non-Highly Compensated Employees.

1.03  "Actual Deferral Ratio" means, with respect to an Eligible Employee, the 
ratio of:

    (a)  The amount of Savings Plus Allotments made on behalf of the Eligible 
Employee pursuant to Section 3.01 for that Plan Year (including Savings Plus 
Allotments returned to a Highly Compensated Employee pursuant to Section 
3.07(c) and Savings Plus Allotments returned to any Eligible Employee pursuant 
to Section 3.07(d)), if any, to

    (b)  The Eligible Employee's Section 414(s) Compensation for that Plan 
Year, provided that upon direction of the Employee Benefits Committee, Section 
414(s) Compensation for a Plan Year shall only be counted if received during 
the period the Eligible Employee is, or is eligible to become, a Participant.

An Eligible Employee's Actual Deferral Ratio shall be rounded to the nearest 
one-one-hundredth of one percent of the Eligible Employee's Section 414(s) 
Compensation.

1.04  "Adjustment Factor" means the cost of living adjustment factor 
prescribed by the Secretary of the Treasury under Section 415(d) of the Code 
applied to such items and in such manner as the Secretary shall provide.
1.05  "Affiliated Employer" means any company not participating in the Plan 
which is a member of a controlled group of corporations (as defined in Section 
414(b) of the Code) with the Employer; any trade or business under common 
control (as defined in Section 414(c) of the Code) with the Employer; any 
organization (whether or not incorporated) which is a member of an affiliated 
service group (as defined in Section 414(m) of the Code) which includes the 
Employer; and any other entity required to be aggregated with the Employer 
pursuant to regulations under Section 414(o) of the Code.  Notwithstanding the 
foregoing, for purposes of Sections 1.26(b) and 3.10, the definitions in 
Sections 414(b) and 414(c) of the Code shall be modified as provided in 
Section 415(h) of the Code.

1.06  "Allotments" means, with respect to a Participant, the Participant's 
Savings Plus Allotments and Regular Savings Allotments.

1.07  "Beneficiary" means any person, persons or entity named by a Participant 
by written designation filed with the Employee Benefits Committee to receive 
benefits payable in the event of the Participant's death.  However, if the 
Participant is married, his spouse shall be deemed to be the Beneficiary 
unless or until he elects another Beneficiary by a written designation filed 
with the Employee Benefits Committee.  Any such designation shall not be 
effective without Spousal Consent.  If no such designation is in effect at the 
time of death of the Participant, or if no person, persons or entity so 
designated shall survive the Participant, the Participant's estate shall be 
deemed to be the Beneficiary.

1.08  "Board of Directors" means the Board of Directors of the Company.

1.09  "Break in Service" means any Plan Year in which an Employee completes 
less than 501 Hours of Service.

1.10  "Code" means the Internal Revenue Code of 1986, as it may be amended 
from time to time.

1.11  "Company" means Computer Sciences Corporation and any successor by 
merger, purchase or otherwise, with respect to its employees.

1.12  "Company Matching Contributions" means contributions made by the Company 
to the Plan on behalf of Participants, pursuant to Section 3.05.

1.13  "Compensation" means the base bi-weekly rate of pay and success sharing 
awards earned by an Eligible Employee while he is a Plan Participant during a 
Plan Year for services rendered to the Employer, determined prior to any 
reduction pursuant to Section 3.01 or pursuant to a cafeteria plan as 
described in Section 125 of the Code, and excluding shift differential 
payments, bonuses, commissions, overtime pay, fringe benefits, living or other 
allowances, imputed life insurance and all other forms of special pay.
Compensation shall not, for Plan purposes, exceed the Maximum Compensation 
Limitation.

1.14  "Disability" or "Disabled" means the total and permanent physical or 
mental disability of an individual, evidenced by an inability to engage in any 
substantial gainful activity, as determined by the Employee Benefits 
Committee.

1.15  "Earnings" means the amount of income, gains and losses to be returned 
with any excess deferrals or excess contributions under Sections 3.07 or 3.08 
as determined in accordance with regulations prescribed by the Secretary of 
the Treasury under the provisions of Sections 402(g) and 401(k) of the Code.

1.16  "Effective Date" means August 5, 1995.

1.17  "Eligible Employee" means an Employee who is:

    (a)  A member of the Connecticut Union of Telephone Workers, Inc.;

    (b)  Not subject to the agreement between the Unregulated Conference 
Service and the Connecticut Union of Telephone Workers, Inc.; and

    (c)  Not a Leased Employee.

1.18  "Employee" means any person receiving compensation for services rendered 
to the Employer or an Affiliated Employer, which compensation is subject to 
withholding of income tax and/or for whom Social Security contributions are 
made by the Employer or an Affiliated Employer, including any Leased Employee 
but excluding any person who serves solely as a director or independent 
contractor.

1.19  "Employee Benefits Committee" means the committee appointed pursuant to 
Article 9.

1.20  "Employer" means the Company and any Affiliated Employer that is a party 
to the collective bargaining agreement with the Union.

1.21  "Enrollment Date" means the Effective Date and the first day of the 
first payroll period of any calendar month thereafter as of which an Employee 
who has met the Plan's eligibility requirements elects to commence 
participation in the Plan.

1.22  "ERISA" means the Employee Retirement Income Security Act of 1974, as 
amended from time to time.
1.23  "Highly Compensated Employee" means any Employee of the Employer or an 
Affiliated Employer (whether or not eligible for participation in the Plan) 
who satisfies one or more of the following criteria:

    (a)  During the current Plan Year or the preceding Plan Year, the Employee 
was at any time a 5% owner of the Employer or an Affiliated Employer.

    (b)  During the preceding Plan Year, the Employee received:

      (i)   Section 415 Compensation in excess of $75,000 multiplied by the 
Adjustment Factor;

      (ii)  Section 415 Compensation in excess of $50,000 multiplied by the 
Adjustment Factor and was among the highest 20% of Employees for that year 
when ranked by Section 415 Compensation paid for that year excluding, for 
purposes of determining the number of such Employees, such Employees as the 
Company may determine on a consistent basis pursuant to Section 414(q)(8) of 
the Code; or

      (iii) Section 415 Compensation greater than 50% of the dollar limitation 
on maximum benefits under Section 415(b)(1)(A) of the Code for such Plan Year 
and was at any time an officer of the Employer or an Affiliated Employer 
(subject to the limitations of Section 414(q)(5) of the Code).

    (c)  During the current Plan Year, the Employee meets the criteria under 
Section 1.23(b)(i), (ii) or (iii) and is one of the 100 highest-paid Employees 
of the Employer or an Affiliated Employer.

    (d)  A former Employee who separated from service prior to the current 
Plan Year and who was a 5 percent owner for either (i) the year he separated 
from service or (ii) any Plan Year ending on or after the date the Employee 
attains age 55.

    (e)  Notwithstanding the foregoing, Employees who are nonresident aliens 
and who receive no earned income from the Employer or an Affiliated Employer 
which constitutes income from sources within the United States shall be 
disregarded for all purposes of this Section 1.23.

    (f)  The Employee Benefits Committee may elect to determine the status of 
Highly Compensated Employees under the snapshot method described in IRS 
Revenue Procedure 93-42, and/or to the extent permitted under regulations, on 
a current calendar year basis.

    (g)  For purposes of this Section 1.23, Section 415 Compensation is 
modified to include Savings Plus Allotments and amounts contributed on behalf 
of a
Participant on a salary reduction basis to a cafeteria plan described in 
Section 125 of the Code.

    (h)  The provisions of this Section 1.23 shall be further subject to such 
additional requirements as shall be described in Section 414(q) of the Code 
and its applicable regulations, which shall override any aspects of this 
Section 1.23 inconsistent therewith.

1.24  "Hour of Service" means, with respect to an Employee for any applicable 
computation period:

    (a)  Each hour for which the Employee is paid or entitled to payment for 
the performance of duties for the Employer or an Affiliated Employer;

    (b)  Each hour for which the Employee is paid or entitled to payment by 
the Employer or an Affiliated Employer on account of a period during which no 
duties are performed, whether or not the employment relationship has 
terminated, due to vacation, holiday, illness, incapacity (including 
Disability), layoff, jury duty, military duty or Leave of Absence, but not 
more than 501 hours for any single continuous period;

    (c)  Each hour for which back pay, irrespective of mitigation of damages, 
is either awarded or agreed to by the Employer or an Affiliated Employer, 
excluding any hour credited under (a) or (b), which shall be credited to the 
computation period or periods to which the award, agreement or payment 
pertains, rather than to the computation period in which the award, agreement 
or payment is made; and

    (d)  Solely for purposes of determining whether the Employee has incurred 
a Break in Service under the Plan, each hour for which the Employee would 
normally be credited under paragraph (a) or (b) above during a period of 
Parental Leave but not more than 501 hours for any single continuous period.  
However, the number of hours credited to the Employee under this paragraph (d) 
during the computation period in which the Parental Leave began, when added to 
the hours credited to the Employee under paragraphs (a) through (c) above 
during that computation period, shall not exceed 501.  If the number of hours 
credited under this paragraph (d) for the computation period in which the 
Parental Leave began is zero, the provisions of this paragraph (d) shall apply 
as though the Parental Leave began in the immediately following computation 
period.

No hours shall be credited on account of any period during which the Employee 
performs no duties and receives payment solely for the purpose of complying 
with unemployment compensation, workers' compensation or disability insurance 
laws.  Hours of Service are also not required to be credited for a payment 
which solely reimburses an Employee for medical or medically related expenses 
incurred by the Employee.  The Hours of Service
credited shall be determined as required by Title 29 of the Code of Federal 
Regulations, Section 2530.200b-2(b) and (c).

1.25  "Investment Funds" means the separate funds, as authorized by the 
Company from time to time, in which contributions to the Plan may be invested 
in accordance with Article 4.

1.26  "Leased Employee" means any person (other than a person described in 
Section 414(n)(5) of the Code) who is not otherwise an Employee of the 
Employer or an Affiliated Employer and who provides services to the Employer 
or an Affiliated Employer (the "Recipient") if:

    (a)  Such services are provided pursuant to an agreement between the 
Recipient and a "leasing organization";

    (b)  Such person has performed such services for the Recipient (or the 
Recipient and the Employer or an Affiliated Employer) on a substantially full-
time basis for a period of at least one year; and

    (c)  Such services are of a type historically performed, in the business 
field of the Recipient, by Employees.

1.27  "Leave of Absence" means an absence authorized by the Company under its 
standard personnel practices as applied in a uniform and non-discriminatory 
manner to all persons similarly situated, including, without limitation, an 
absence for the birth, adoption or placement of a child, to care for a spouse 
or an immediate family member with a serious illness or for the Employee's own 
illness pursuant to the Family and Medical Leave Act of 1993 and its 
regulations.

1.28  "Matching Contributions Account" means the account into which shall be 
credited Company Matching Contributions made by the Employer on behalf of a 
Participant pursuant to Section 3.05 and assets transferred to the Plan on 
behalf of a Participant from his "Account" due to Company Matching 
Contributions under the Prior Plan, plus earnings on all of the foregoing.

1.29  "Maximum Compensation Limitation" means $150,000 per year.  If for any 
calendar year, the cost-of-living adjustment described in the following 
sentence is equal to or greater than $10,000, then the Maximum Compensation 
Limitation (as previously adjusted hereunder) for any Plan Year beginning in 
any subsequent calendar year shall be increased by the amount of such cost-of-
living adjustment, rounded to the next lowest multiple of $10,000.  The cost-
of-living adjustment shall equal the excess of (i) $150,000 increased by the 
adjustment made under Section 415(d) of the Code for the calendar year, except 
that the base period for purposes of Section 415(d)(1)(A) of the Code shall be 
the calendar quarter beginning October 1, 1993, over (ii) the Maximum 
Compensation Limitation in effect for the Plan Year beginning in the calendar 
year.
In determining a Participant's compensation for purposes of the Maximum 
Compensation Limitation, if any individual is a member of the family of a 5-
percent owner or of a Highly Compensated Employee who is in the group 
consisting of the 10 individuals paid the greatest compensation during the 
year, then (i) such individual shall not be considered as a separate employee 
and (ii) any compensation paid to such individual (and any applicable benefit 
on behalf of such individual) shall be treated as if it were paid to (or on 
behalf of) the 5-percent owner or Highly Compensated Employee; provided, 
however, that for purposes of this Section 1.29, the term "family" shall 
include only the Participant's spouse and any lineal descendants of the 
Participant who have not attained age 19 before the close of the year.  If, as 
a result of the application of the foregoing family aggregation rules, the 
Maximum Compensation Limitation is exceeded, then the limit shall be prorated 
among the affected individuals in proportion to each such individual's 
compensation as determined prior to the application of the Maximum 
Compensation Limitation.

1.30  "Non-Highly Compensated Employee" means an individual who is not a 
Highly Compensated Employee.

1.31  "Normal Retirement Age" means the date the Employee attains age 65.

1.32  "Parental Leave" means a period in which an Employee is absent from work 
immediately following his or her active employment due to  the Employee's 
pregnancy,  the birth of the Employee's child,  the placement of a child with 
the Employee in connection with the Employee's adoption of the child, or  the 
Employee's caring for the child for a period beginning immediately following 
the birth or placement for adoption.  Such a leave shall be subject to 
verification by the Employee Benefits Committee.

1.33  "Participant" means any person included for participation in the Plan as 
provided in Article 2 and who continues to be entitled to benefits under the 
Plan.

1.34  "Plan" means the CSC Outsourcing Inc. CUTW Hourly Savings Plan as set 
forth in this document, or as amended from time to time.

1.35  "Plan Administrator" means the Employee Benefits Committee.

1.36  "Plan Year" means the 12-month period beginning on any January 1.

1.37  "Prior Employer" means The Southern New England Telephone Company.

1.38  "Prior Plan" means the SNET Bargaining Unit Retirement Savings Plan.
1.39  "Qualified Domestic Relations Order" means a judgment, decree, or order 
issued by a court of competent jurisdiction which:

    (a)  Creates for, or assigns to, a spouse, former spouse, child or other 
dependent of a Participant the right to receive all or a portion of the 
Participant's benefits under the Plan for the purpose of providing child 
support, alimony payments or marital property rights to that spouse, former 
spouse, child or dependent;

    (b)  Is made pursuant to a State domestic relations law;

    (c)  Does not require the Plan to provide any type of benefit, or any 
option, not otherwise provided under the Plan; and

    (d)  Otherwise meets the requirements of Section 206(d) of ERISA as 
determined by the Employee Benefits Committee.

1.40  "Qualified Nonelective Contributions" means contributions which may be 
made by the Employer in accordance with Section 3.08(d)(ii).  The Qualified 
Nonelective Contributions shall be 100% nonforfeitable when made and shall be 
available for withdrawal pursuant to Section 7.03 and Article 8 only. 

1.41  "Regular Savings Account" means the account into which shall be credited 
a Participant's Regular Savings Allotments under the Plan and assets 
transferred to the Plan on behalf of the Participant from his "Account" due to 
Regular Savings Allotments under the Prior Plan, plus earnings on all of the 
foregoing.

1.42  "Regular Savings Allotments" means all amounts contributed on behalf of 
a Participant pursuant to Section 3.02.

1.43  "Rollover Contributions" means all amounts contributed by or on behalf 
of a Participant (or Eligible Employee) pursuant to Section 3.06.

1.44  "Rollover Contributions Account" means the account into which shall be 
credited the Rollover Contributions made by or on behalf of a Participant (or 
Eligible Employee) under the Plan pursuant to Section 3.06, together with 
assets transferred to the Plan on behalf of the Participant from his "Account" 
due to Rollover Contributions under the Prior Plan, plus earnings on all of 
the foregoing.

1.45  "Savings Plus Account" means the account into which shall be credited a 
Participant's Savings Plus Allotments under the Plan and assets transferred to 
the Plan on behalf of the Participant from his "Account" due to Savings Plus 
Allotments under the Prior Plan, plus earnings on all of the foregoing.
1.46  "Savings Plus Allotments" means all amounts contributed on behalf of a 
Participant pursuant to Section 3.01.

1.47  "Section 414(s) Compensation" means Section 415 Compensation.  However, 
upon direction of the Employee Benefits Committee, Section 414(s) Compensation 
for a Plan Year may be modified to exclude all or any portion of the items 
described in Section 1.414(s)-1(c)(3) of the Income Tax Regulations, include 
Savings Plus Allotments and amounts contributed on behalf of a Participant on 
a salary reduction basis to a cafeteria plan described in Section 125 of the 
Code, and/or exclude all or any portion of the items described in Section 
1.414(s)-1(d)(2)(ii) of the Income Tax Regulations.  Section 414(s) 
Compensation shall not exceed the Maximum Compensation Limitation.

1.48  "Section 415 Compensation" means wages, salaries, fees for professional 
services, and other amounts received (without regard to whether or not an 
amount is paid in cash) for personal services actually rendered in the course 
of employment with the Employer or an Affiliated Employer to the extent that 
the amounts are includible in gross income (including, but not limited to, 
commissions paid salespersons, compensation for services on the basis of a 
percentage of profits, commissions on insurance premiums, tips, bonuses, 
fringe benefits, reimbursements, and expense allowances), and excluding:

    (a)  Company contributions to the Plan or to any other plan of deferred 
compensation maintained by the Employer or an Affiliated Employer;

    (b)  Amounts realized from the exercise of a non-qualified stock option;

    (c)  Amounts realized when restricted stock is no longer subject to 
substantial risk of forfeiture;

    (d)  Amounts realized from the disposition of stock acquired under a 
qualified stock option; and

    (e)  Other amounts that receive special tax benefits.

1.49  "Spousal Consent" means written consent given by a Participant's spouse 
to an election made by the Participant of a specified form of benefit or a 
designation by the Participant of a specified Beneficiary other than the 
spouse.  That consent shall be duly witnessed by a Plan representative or 
notary public and shall acknowledge the effect on the spouse of the 
Participant's election.  The requirement for spousal consent may be waived by 
the Employee Benefits Committee if it is established to its satisfaction that 
there is no spouse, or that the spouse cannot be located, or because of such 
other circumstances as may be established by applicable law.  Spousal Consent 
shall be applicable only to the particular spouse who provides such consent.
1.50  "Trust" means the fund established by the Company to hold and invest the 
assets of the Plan.

1.51  "Trustee" means the bank, trust company or individuals selected by the 
Company to take custody of the assets of the Plan.

1.52  "Union" means the Connecticut Union of Telephone Workers, Inc.

1.53  "Valuation Date" means the last day of each calendar month.

1.54  "Vested Portion" means the portion of the Accounts in which the 
Participant has a nonforfeitable interest, as provided in Article 6.

1.55  "Year of Eligibility Service" means, with respect to an Employee, the 
twelve-month period beginning on the first date as of which the Employee is 
credited with an Hour of Service, and any anniversaries of that date, in which 
the Employee first completes at least 1,000 Hours of Service.  For purposes of 
this Section 1.55, an Employee shall be credited with 45 Hours of Service for 
each calendar week for which the Employee completes at least one Hour of 
Service.

Article 2  Eligibility and Participation

2.01  Eligibility

    (a)  Each Eligible Employee who is a participant in the Prior Plan on 
August 4, 1995, shall be a Participant in the Plan as of August 5, 1995.

    (b)  Each other Eligible Employee shall be eligible to become a 
Participant in the Plan provided that the Eligible Employee:

      (i)   Was a Participant in the Computer Sciences Corporation Matched 
Asset Plan; or

      (ii)  Has completed one Year of Eligibility Service.

2.02  Participation

An Employee who is eligible to become a Plan Participant in accordance with 
Section 2.01 shall become a Participant as of the first Enrollment Date after 
the date he files with the Employer, within the time period established by the 
Employee Benefits Committee, an enrollment form as prescribed by the Employee 
Benefits Committee which shall authorize the Employer to make Savings Plus 
Allotments and/or Regular Savings Allotments on his behalf in accordance with 
Section 3.01 or 3.02, respectively.
2.03  Reemployment of Former Employees and Former Participants

    (a)  Any person reemployed by the Employer as an Eligible Employee who was 
previously a Participant or who was previously eligible to become a 
Participant, shall be immediately eligible to become a Participant in the Plan 
upon the filing of an enrollment form in accordance with Section 2.02.

    (b)  Each other person reemployed by the Employer as an Eligible Employee 
shall be eligible to become a Participant in the Plan upon satisfying the 
requirements of Section 2.01(b) and the filing of an enrollment form in 
accordance with Section 2.02.

2.04  Transferred Participants

    (a)  A Participant who remains in the employ of the Employer or an 
Affiliated Employer, but ceases to be an Eligible Employee, shall continue to 
be a Participant in the Plan, but shall not be eligible to make Allotments or 
receive allocations of Company Matching Contributions while his employment 
status is other than as an Eligible Employee.

    (b)  An employee who transfers from a non-covered status or an Affiliated 
Employer and becomes an Eligible Employee shall be eligible to participate int 
he Plan on any Enrollment Date that coincides with or next follows (i) the 
date he completes a Year of Eligibility Service, or (ii) the date he becomes 
an Eligible Employee, whichever occurs later.

2.05  Termination of Participation

An Eligible Employee's participation in the Plan shall terminate on the date 
he terminates employment with the Employer and all Affiliated Employers unless 
the Participant is entitled to benefits under the Plan, in which event his 
participation shall terminate when those benefits are distributed to him.

Article 3  Contributions

3.01  Savings Plus Allotments

    (a)  A Participant may elect on his application filed in accordance with 
Section 2.02 to reduce his Compensation payable while he is a Participant by 
not less than 1% and not more than 16%, in multiples of 1%.  The Participant's 
election shall be effective as of the first day of the first payroll period in 
the month, or the second month if the Participant's application is not filed 
within the time prescribed by the Employee Benefits Committee, following the 
month in which the Participant files his application with the Employer.
(b)  The amount elected by a Participant in accordance with Section 
3.01(a) shall be contributed to the Plan by the Employer on behalf of the 
Participant as Savings Plus Allotments as of the next business day following 
the payroll date with respect to which such amounts are deferred.  The Savings 
Plus Allotments shall be credited to the Participant's Savings Plus Account.

3.02  Regular Savings Allotments

    (a)  A Participant may elect on his application filed in accordance with 
Section 2.02 to make after-tax Allotments under this Section 3.02 whether or 
not he has elected to have Savings Plus Allotments made on his behalf pursuant 
to Section 3.01.  The amount of Regular Savings Allotments shall be at least 
1% and not more than 16% of his Compensation while a Participant, in multiples 
of 1%; provided, however, if the Participant has made an election under 
Section 3.01, the maximum percentage of Compensation which the Participant may 
elect to contribute under this Section 3.02 shall be equal to the excess of 
16% over the percentage elected by the Participant under Section 3.01.  The 
Participant's election shall be effective as of the first day of the first 
payroll period in the month, or the second month if the Participant's 
application is not filed within the time prescribed by the Employee Benefits 
Committee, following the month in which the Participant files his application 
with the Employer.

    (b)  The Regular Savings Allotments of a Participant shall be made through 
payroll deductions and shall be paid to the Plan by the Employer on behalf of 
the Participant as of the next business day following the payroll date with 
respect to which such amounts are contributed.  The Regular Savings Allotments 
shall be credited to the Participant's Regular Savings Account.

3.03  Change in Contributions

The percentage of Compensation designated as Allotments by a Participant under 
Sections 3.01 and 3.02 shall automatically apply to increases and decreases in 
the Participant's Compensation.  Subject to the provisions of Sections 3.01 
and 3.02, a Participant may change the percentage of his authorized Allotments 
no more than once every calendar month by giving such advance notice as is 
required by the Employee Benefits Committee.  The changed percentage shall 
become effective as of the first day of a payroll period after the expiration 
of the notice period.
3.04  Suspension of Contributions

    (a)  A Participant may revoke his election under Sections 3.01 and 3.02 at 
any time by giving advance written notice of such intent as is required by the 
Employee Benefits Committee.  The revocation shall become effective as of the 
first day of the first payroll period of the month that follows receipt of the 
written notice.

    (b)  A Participant who has revoked his election under Sections 3.01 and 
3.02 may apply to the Employer to have his Allotments resumed in accordance 
with Sections 3.01 and 3.02 as of the first day of any payroll period 
following the one month anniversary of the revocation by giving advance 
written notice of such intent as is required by the Employee Benefits 
Committee.

3.05  Company Matching Contributions

    (a)  For each calendar month, the Employer shall contribute to the Plan, 
on behalf of each of the Participants who elected to make Allotments in an 
amount equal to 66 % of the first 1% to 6% of Compensation contributed by the 
Participant as Allotments for each such month.  The Company Matching 
Contributions shall be credited to Participants' Matching Contributions 
Accounts.

    (b)  Company Matching Contributions shall be made in the form of CSC 
Common Stock, plus cash for partial shares and shall be paid to the Plan 
within 10 business days of the payroll date with respect to which the 
Allotments are made.

3.06  Rollover Contributions

    (a)  With the permission of the Employee Benefits Committee and without 
regard to any limitations on contributions set forth in this Article 3, the 
Plan may receive from a Participant, or from an Eligible Employee who is not 
yet a Participant, in cash, any portion of:

      (i)   An "eligible rollover distribution," as defined in Section 
402(f)(2)(A) of the Code, paid to the Participant (or Eligible Employee) 
provided that the Participant (or Eligible Employee) pays over such amount to 
the Trustee on or before the 60th day after the day it was received by the 
Participant (or Eligible Employee);

      (ii)  An "eligible rollover distribution," as defined in Section 
402(f)(2)(A) of the Code, paid as a direct rollover to the Trustee on behalf 
of the Participant (or Eligible Employee) by a qualified trust or an annuity 
plan described in Section 403(a) of the Code; and
(iii) A distribution described in Section 408(d)(3)(A)(ii) of the Code 
(as modified by Section 408(d)(3)(D) of the Code) from a conduit individual 
retirement account or annuity paid to the Participant (or Eligible Employee) 
provided that the Participant (or Eligible Employee) pays over such amount to 
the Trustee on or before the 60th day after the day it was received by the 
Participant (or Eligible Employee).

    (b)  Notwithstanding Section 3.06(a), the Plan shall not accept any amount 
from a Participant (or Eligible Employee) unless such amount qualifies for 
rollover treatment in accordance with applicable law and the Participant (or 
Eligible Employee) provides evidence satisfactory to the Employee Benefits 
Committee that such amount qualifies for rollover treatment.  

    (c)  Upon approval by the Employee Benefits Committee, the amount 
transferred to the Plan by the Participant (or Eligible Employee) shall be 
deposited in the Trust by the Trustee and shall be credited to the 
Participant's (or Eligible Employee's) Rollover Contributions Account.  A 
Participant (or Eligible Employee) shall be 100% vested in his Rollover 
Contributions Account.  A Participant's (or Eligible Employee's) Rollover 
Contributions Account shall share in allocations of income, gains and losses 
from the Investment Funds, but shall not share in allocations of Company 
Matching Contributions.

    (d)  Upon a transfer described in this Section 3.06 by an Eligible 
Employee who is not a Participant, the Eligible Employee's Rollover 
Contributions Account shall represent his sole interest in the Plan until he 
becomes a Participant.

3.07  Section 402(g) Limitation on Savings Plus Allotments

    (a)  In no event shall the Participant's reduction in Compensation, and 
the corresponding Savings Plus Allotments made on his behalf by the Company, 
in any calendar year exceed $7,000 multiplied by the Adjustment Factor.

    (b)  If a Participant's Savings Plus Allotments in a calendar year reach 
the dollar limitation under Section 3.07(a), his election of Savings Plus 
Allotments for the remainder of the calendar year shall be canceled.  As of 
the first day of the first payroll period of the following calendar year, the 
Participant's election of Savings Plus Allotments shall again become effective 
in accordance with his previous election.

    (c)  If the sum of the Participant's Savings Plus Allotments and pre-tax 
contributions to any other defined contribution plan maintained by the 
Employer or an Affiliated Employer exceeds the dollar limitation described in 
Section 3.07(a) for any calendar year, the Participant shall be deemed to have 
requested, by the first
March 1 following the end of the calendar year, a distribution of the excess 
("Excess Deferrals") over such dollar limitation.  

    (d)  If a Participant makes pre-tax contributions under another qualified 
defined contribution plan, simplified employee pension plan or tax sheltered 
annuity maintained by an employer other than the Employer or an Affiliated 
Employer for any calendar year and those contributions when added to his 
Savings Plus Allotments under this Plan exceed the dollar limitation under 
Section 3.07(a) (or, with respect to the tax-sheltered annuity, $9,500) for 
that calendar year, the Participant may allocate all or a portion of such 
Excess Deferrals to the Plan.  The Participant must, however, notify the 
Employee Benefits Committee, in writing, by March 1 of the following calendar 
year, of the amount of the Excess Deferrals allocated to the Plan for such 
calendar year and request a distribution of such Excess Deferrals.

    (e)  In the event that a Participant has requested (or is deemed to have 
requested) a distribution of his Excess Deferrals under the Plan, the Excess 
Deferrals, together with Earnings thereon, shall be distributed to the 
Participant no later than the April 15 following the end of the calendar year 
in which the Excess Deferrals were made.  Notwithstanding the foregoing, the 
Savings Plus Allotments distributable to a Participant pursuant to this 
Section 3.07 shall be reduced by the amount of any Savings Plus Allotments 
previously distributed to the Participant pursuant to Section 3.08.

    (f)  In the event any Savings Plus Allotments returned under this Section 
3.07 were matched by Company Matching Contributions, such corresponding 
Company Matching Contributions, together with Earnings thereon, shall be 
forfeited and used to reduce future Company Matching Contributions.

3.08  Section 401(k) Limitation on Savings Plus Allotments (Actual Deferral 
Percentage Test)

    (a)  The Actual Deferral Percentage Test: The Actual Deferral Percentage 
for Highly Compensated Employees who are Participants or eligible to become 
Participants shall not exceed the Actual Deferral Percentage for all Non-
Highly Compensated Employees who are Participants or eligible to become 
Participants multiplied by 1.25. 

    (b)  The "Alternative Test": If the Actual Deferral Percentage for Highly 
Compensated Employees who are Participants or eligible to become Participants 
does not meet the test described in Section 3.08(a), the following 
"alternative test" shall be applied: the Actual Deferral Percentage for Highly 
Compensated Employees who are Participants or eligible to become Participants 
shall not exceed the lesser of:
(i)   The Actual Deferral Percentage for all Non-Highly Compensated 
Employees who are Participants or eligible to become Participants plus two 
percentage points; or

      (ii)  The Actual Deferral Percentage for all Non-Highly Compensated 
Employees who are Participants or eligible to become Participants multiplied 
by 2.0.

    (c)  If the Employee Benefits Committee determines that the limitations 
described in this Section 3.08 have been exceeded in any Plan Year, the 
Employee Benefits Committee shall determine the amount of "Excess 
Contributions" for each Participant who is a Highly Compensated Employee in 
the following manner: The Actual Deferral Ratio of the Highly Compensated 
Employee with the highest Actual Deferral Ratio shall be reduced to the extent 
necessary to meet the Actual Deferral Percentage test or to cause such Actual 
Deferral Ratio to equal the Actual Deferral Ratio of the Highly Compensated 
Employee with the next highest Actual Deferral Ratio.  This process will be 
repeated until the Actual Deferral Percentage test is passed.

    (d)  If, at the end of the Plan Year, a Participant or class of 
Participants has Excess Contributions (determined in accordance with Section 
3.08(c)), the Employee Benefits Committee may elect, at its discretion, to 
pursue one or more of the following courses of action:

      (i)   The Employee Benefits Committee may cause to be distributed any or 
all Excess Contributions, together with Earnings thereon, to the Participant.  
Such distribution shall be made before the close of the Plan Year following 
the Plan Year in which the Excess Contributions were made and, to the extent 
practicable, within 2 1/2 months of the close of the Plan Year in which the 
Excess Contributions were made.  However, any Excess Contributions for any 
Plan Year shall be reduced by any Savings Plus Allotments previously returned 
to the Participant under Section 3.07 for that Plan Year.  In the event any 
Savings Plus Allotments returned under this Section 3.08 were matched by 
Company Matching Contributions, such corresponding Company Matching 
Contributions, together with Earnings thereon, shall be forfeited and used to 
reduce future Company Matching Contributions.

      (ii)  The Company may make Qualified Nonelective Contributions on behalf 
of Participants who are Non-Highly Compensated Employees, or on behalf of a 
group of Participants which includes all Participants who are Non-Highly 
Compensated Employees, which contributions shall be (A) credited to the 
Savings Plus Accounts (or such separate accounts or subaccounts as the 
Employee Benefits Committee may deem necessary to establish) of the affected 
Participants and (B) included in the calculation of the Actual Deferral Ratio 
of the affected Participants.
(e)  The Employee Benefits Committee may implement rules limiting Savings 
Plus Allotments that may be made on behalf of any Participant or class of 
Participants so that the provisions of this Section 3.08 are satisfied.

3.09  Additional Discrimination Testing Provisions

    (a)  If any Highly Compensated Employee is either (i) a 5% owner, or (ii) 
one of the 10 highest-paid Highly Compensated Employees, then any benefit or 
contribution paid to or made on behalf of any member of his "family" shall be 
deemed paid to or made on behalf of such Highly Compensated Employee for 
purposes of Section 3.08 to the extent required under regulations prescribed 
by the Secretary of the Treasury or his delegate under Sections 401(k) and 
401(m) of the Code.  The contributions required to be aggregated pursuant to 
the preceding sentence shall be disregarded in determining the Actual Deferral 
Percentage and Actual Contribution Percentage for the group of Non-Highly 
Compensated Employees for purposes of Section 3.08.  Any return of Excess 
Contributions required under Section 3.08 with respect to the family group 
shall be made by allocating the Excess Contributions among the Highly 
Compensated Employee and the members of his family in proportion to the 
contributions made by or on behalf of each family member that is combined.  
For purposes of this paragraph, the term "family" means, with respect to any 
Employee, such Employee's spouse, lineal ascendants and descendants, and 
spouses of such lineal ascendants and descendants.

    (b)  If any Highly Compensated Employee is a participant of another 
qualified plan of the Employer or an Affiliated Employer, other than an 
employee stock ownership plan as described in Section 4975(e)(7) of the Code, 
under which deferred cash contributions or matching contributions are made on 
behalf of the Highly Compensated Employee or under which the Highly 
Compensated Employee makes after-tax contributions, the Employee Benefits 
Committee shall implement rules, which shall be uniformly applicable to all 
Employees similarly situated, to take into account all such contributions for 
the Highly Compensated Employee under all such plans in applying the 
limitations of Section 3.08.

3.10  Maximum Annual Additions Limitation

In accordance with the provisions of Appendix A attached hereto, the "Annual 
Additions" (as defined in Appendix A) to a Participant's Accounts for any Plan 
Year, when added to the Participant's Annual Additions for that Plan Year 
under any other qualified plan of the Employer or an Affiliated Employer, 
shall not exceed an amount which is equal to the lesser of (i) 25% of his 
Section 415 Compensation for that Plan Year or (ii) $30,000 multiplied by the 
Adjustment Factor.
3.11  Return of Contributions

Except as provided below, at no time shall any contributions (or portions 
thereof) revert to the Employer prior to discharge of all liabilities under 
the Plan.

    (a)  The Employer's contributions to the Plan are conditioned upon Section 
404 of the Code.  If all or part of the Employer's deductions under Section 
404 of the Code for contributions to the Plan are disallowed by the Internal 
Revenue Service, the portion of the contributions to which that disallowance 
applies shall be returned to the Employer without interest but reduced by any 
investment loss attributable to those contributions.  The return shall be made 
within one year after the disallowance of the deduction.

    (b)  The Employer may recover, without interest, the amount of its 
contributions to the Plan made on account of a mistake of fact, reduced by any 
investment loss attributable to those contributions, if recovery is made 
within one year after the date of those contributions.

    (c)  In the event that Savings Plus Allotments made under Section 3.01 are 
returned to the Employer in accordance with the provisions of this Section 
3.11, the elections to reduce Compensation which were made by Participants on 
whose behalf those contributions were made shall be void retroactively to the 
beginning of the period for which those contributions were made.  The Savings 
Plus Allotments so returned shall be distributed in cash to those Participants 
for whom those contributions were made.

Article 4  Investment of Contributions

4.01  Investment of Participants' Prior Plan Accounts

    (a)  As of the Effective Date, a Participant may elect to allocate his 
"Account" under the Prior Plan among the Investment Funds in multiples of 1% 
by giving such advance notice as may be required by the Employee Benefits 
Committee.

    (b)  If a Participant fails to make the election described in Section 
4.01(a), his "Account" under the Prior Plan shall be invested in the 
Investment Fund which the Employee Benefits Committee determines to be the 
most conservative of the Investment Funds.
4.02  Investment of Participants' Allotments

    (a)  A Participant may elect to invest his Allotments in one or more 
Investment Funds by delivering an election form to the Employee Benefits 
Committee, in accordance with rules established by the Employee Benefits 
Committee and in accordance with the following:

      (i)   Investment among the Investment Funds shall be in 1% increments; 
and

      (ii)  In the event that the Participant fails to make an investment 
election with respect to his Allotments, such Allotments shall be invested in 
the Investment Fund which the Employee Benefits Committee determines to be the 
most conservative of the Investment Funds.

    (b)  When a Participant originally makes a Rollover Contribution, he shall 
generally make a separate investment election with respect to such 
contribution.  If he fails to make such an election at the time of 
contribution, his Rollover Contribution shall be invested in accordance with 
his most recent election applicable to his Allotments or, if none, in 
accordance with Section 4.02(a)(ii).

4.03  Investment Changes

    (a)  By delivering an election form to the Employer, in accordance with 
rules established by the Employee Benefits Committee, a Participant may elect, 
in accordance with Section 4.02, to change his election with respect to the 
investment of subsequent Allotments to the Plan as of the first day of the 
first payroll period in the month, or the second month if the Participant's 
election form is not filed within the time prescribed by the Employee Benefits 
Committee, following the month in which the Participant files his election 
form with the Employer.

    (b)  By delivering an election form to the Employee Benefits Committee, in 
accordance with rules established by the Employee Benefits Committee, a 
Participant may elect to reallocate his Accounts (except for his Matching 
Contributions Account) among one or more Investment Funds in multiples of 1% 
effective as of the first day of the month, or the second month if the 
Participant's election form is not filed within the time prescribed by the 
Employee Benefits Committee, following the month in which the Participant 
files his election form with the Employer.

    (c)  Notwithstanding the provisions of Section 4.04(b), a Participant may 
elect to reallocate his Matching Contributions Account among one or more 
Investment Funds in multiples of 1% effective as of the first day of the 
month, or the second month if the Participant's election form is not filed 
within the time prescribed by
the Employee Benefits Committee, following the month in which the Participant 
files his election form with the Employer, provided that:

      (i)   He has attained age 59 1/2; or

      (ii)  He has attained age 55 and has participated in the Plan and/or the 
Prior Plan for at least five years.

4.04  Responsibility for Investments

Each Participant is solely responsible for the selection of his investment 
options.  The Trustee, the Employee Benefits Committee, the Company and the 
officers, supervisors and other employees of the Company are not empowered to 
advise a Participant as to the manner in which his Accounts shall be invested.  
The fact that an Investment Fund is available to Participants for investment 
under the Plan shall not be construed as a recommendation for investment in 
that Investment Fund.

Article 5  Valuation of Accounts

5.01  Valuation of the Investment Funds

The Trustee shall value the Investment Funds on a monthly basis.  On each 
Valuation Date there shall be allocated to the Accounts of each Participant 
his proportionate share of the increase or decrease in the fair market value 
of his Accounts in each of the Investment Funds, in a manner determined by the 
Employee Benefits Committee.  Whenever an event requires a determination of 
the value of the Participant's Accounts, the value shall be computed as of the 
Valuation Date coincident with or immediately following the date of 
determination, subject to the provisions of Section 5.02.

5.02  Discretionary Power of the Employee Benefits Committee

The Employee Benefits Committee reserves the right to change from time to time 
the procedures used in valuing the Accounts or crediting (or debiting) the 
Accounts if it feels, after due deliberation and upon the advice of counsel 
and/or the current recordkeeper, that such an action is justified in that it 
results in a more accurate reflection of the fair market value of assets.  In 
the event of a conflict between the provisions of this Article and such new 
administrative procedures, those new administrative procedures shall prevail.
5.03  Statement of Accounts

Each Participant shall be furnished, at least once per year, with a statement 
setting forth the value of his Accounts and the Vested Portion of his 
Accounts.

Article 6  Vested Portion of Accounts

6.01  Savings Plus, Regular Savings, Matching Contributions and Rollover 
Contributions Accounts.

A Participant shall at all times be 100% vested in, and have a nonforfeitable 
right to his Savings Plus Account, Regular Savings Account, Matching 
Contributions Account and Rollover Contributions Account.

Article 7  Withdrawals While Still Employed

7.01  Procedures and Restrictions

    (a)  To request a withdrawal described in Section 7.02, 7.03, or 7.04, a 
Participant shall give such advance written notice as may be required by the 
Employee Benefits Committee.

    (b)  Payment of withdrawal amounts shall be made as soon as practicable 
after the Valuation Date next following the expiration of the notice period.

    (c)  A Participant may request an unlimited number of withdrawals during a 
Plan Year.

    (d)  The amount of a Participant's withdrawal request must be at least 
$500.

    (e)  All withdrawals are payable pro rata from the investment funds 
(including the CSC Stock Fund) in which the Participant's Accounts are 
invested.

    (f)  According the Participant's election, withdrawals under Section 7.02 
or 7.03, shall be payable either in cash or, to the extent invested in the CSC 
Stock Fund, a combination of CSC Common Stock and cash.  Withdrawals under 
Section 7.04 shall be payable in cash only.

7.02  Regular Withdrawals

A Participant may elect at any time to withdraw all or a part of the Vested 
Portion of his Accounts attributable to the following sources in the following 
order:

    (a)  Regular Savings Account; then
(b)  Rollover Contributions Account; then

    (c)  Provided that the Participant has participated in the Plan and/or the 
Prior Plan for at least five years, Matching Contributions Account.

In the event the Participant makes a withdrawal in accordance with this 
Section 7.02, the Participant's Allotments shall be suspended for a period of 
three months.  Following a period of suspension, a Participant's Allotments 
shall automatically resume as of the first day of the first payroll period 
following such suspension period and shall be based on the Participant's 
election in effect immediately prior to the withdrawal request.

7.03  Age 59 1/2 Withdrawals

If the Participant has attained at least age 59 1/2, he may elect at any time 
to withdraw all or a part of the vested portion of his Accounts in the 
following order:

    (a)  Regular Savings Account; then

    (b)  Rollover Contributions Account; then

    (c)  Matching Contributions Account; then

    (d)  Savings Plus Account.

7.04  Hardship Withdrawals

    (a)  A Participant who can demonstrate compliance with the requirements of 
Section 7.04(b) may elect to withdraw all or a part of the Vested Portion of 
his Accounts in the following order:

      (i)   Regular Savings Account; then

      (ii)  Rollover Contributions Account; then

      (iii) Matching Contributions Account; then

      (iv)  Savings Plus Account and net earnings through December 31, 1988.

    (b)  A Participant may request a hardship withdrawal of the amounts 
described in Section 7.04(a) provided that the Participant complies with the 
following:
(i)   He has an immediate and heavy financial need as determined by the 
Employee Benefits Committee, and requests withdrawal from his Accounts of no 
more than is necessary to satisfy such need.

      (ii)  The distribution is necessary to satisfy the Participant's 
immediate and heavy financial need (including taxes and penalties reasonably 
anticipated from the distribution).  To meet this requirement, the Participant 
shall submit to the Employer a signed statement indicating that he does not 
have other resources reasonably available to satisfy the need (and the 
Employer may reasonably rely on such signed representation).  The following 
must not be available to the Participant in order for this condition to be 
satisfied:

        (A)  Reimbursement or compensation through insurance or otherwise;

        (B)  Other assets of the Participant available for liquidation, 
provided that the liquidation of such assets would not itself cause an 
immediate and heavy financial need;

        (C)  Continuation of Allotments under the Plan (such contributions 
must be discontinued if necessary to meet the need);

        (D)  Distributions or nontaxable loans from any qualified plan or the 
opportunity to borrow from commercial sources on reasonable commercial terms; 
or

        (E)  Assets of the Participant's spouse or minor children which are 
reasonably available to the Participant to meet the immediate and heavy 
financial need.

7.05  Participant Loans

    (a)  A Participant who is an Eligible Employee may borrow, subject to the 
provisions of this Section 7.05 and the loan rules that are considered to be 
part of the Plan, an amount from the Plan, which when added to the outstanding 
balance of all other loans to the Participant from the Plan and all other 
qualified plans maintained by the Employer or an Affiliated Employer, does not 
exceed the lesser of:

      (i)   $50,000 reduced by the excess, if any, of (A) the highest 
outstanding balance of loans to the Participant from the Plan and all other 
qualified plans maintained by the Employer or an Affiliated Employer during 
the one-year period ending on the day before the new loan is granted, over (B) 
the outstanding balance of such loans to the Participant on the day the new 
loan is granted; or
(ii)  50% of the Participant's Vested Portion of his Accounts determined 
as of the Valuation Date coincident with or immediately preceding the day 
before the new loan is granted.

    (b)  A Participant's loan shall be in $100.00 increments and shall not be 
for less than $500.

    (c)  A Participant may have up to three loans outstanding at any time as 
follows:

      (i)   Up to two general purpose loans, and

      (ii)  Up to one residential loan used for the purchase of the 
Participant's primary residence.

    (d)  In addition to such rules and regulations as the Employee Benefits 
Committee may adopt, all loans shall comply with the following additional 
requirements:

      (i)   The Participant shall make an application for a loan in writing to 
the Employer In making its determination with respect to granting the loan, 
the Employer shall look only to the adequacy of the Vested Portion of the 
Participant's Accounts.

      (ii)  Each loan shall be evidenced by a promissory note payable to the 
Plan.

      (iii) Each loan shall be secured by the balance in the Participant's 
Accounts.

      (iv)  The interest rate to be charged on loans shall be determined at 
the time of the loan application and shall be one percent above the prime rate 
as reported in the Wall Street Journal for the last business day of the 
calendar month preceding the calendar quarter end preceding the month in which 
the loan is granted.

      (v)   The period of repayment for any loan shall be arrived at by mutual 
agreement between the Employer and the Participant, but that period shall not 
be for the less than 3 years and shall not exceed (i) 15 years in the case of 
a loan used in conjunction with the purchase of the principal residence of the 
Participant, or (ii) 4 years in the case of any other loan.

      (vi)  Each loan shall require substantially level amortization over the 
term of the loan, with payments to be made as of each payroll period.

      (vii) For active Participants, payments of principal and interest shall 
be made by payroll deduction.  For all other Participants, payments of 
principal and interest shall be made by check or money order.
(viii) A loan may be prepaid in full as of any date without penalty.

    (e)  The amount of the loan shall be transferred pro rata from the 
Investment Funds in which the Participant's Accounts are invested to a special 
"Loan Fund" established for the Participant under the Plan.  After 
distribution of the loan proceeds to the Participant, the Loan Fund shall 
consist solely of the promissory note securing the Participant's loan.  All 
principal and interest loan repayments made by the Participant shall be 
invested in the Investment Funds then designated by the Participant in 
accordance with Section 4.02.  The investment gain or loss of the Loan Fund 
(including any gain or loss attributable to repayments or default) shall not 
be included in the calculation or allocation of the increase or decrease in 
the fair market value of the other assets of the Plan.  The entire gain or 
loss of the Loan Fund shall be allocated to the Accounts of the Participant.

    (f)  All loans shall become due and payable as of (i) the Valuation Date 
coinciding with or immediately following the date the Participant ceases to be 
an Employee, or (ii) the date the Plan is terminated.

    (g)  All loans shall be treated as in default and shall become immediately 
due and payable if the Participant's repayment is more than 90 days 
delinquent.  In such event, the Plan may execute upon its security interest in 
the Participant's Accounts under the Plan to satisfy the debt.  The Plan shall 
not, however, levy against any portion of the Participant's Accounts until 
such time as a distribution of such Accounts could otherwise be made under the 
terms of the Code and applicable regulations.

    (h)  The Plan Administrator shall adopt, and amend from time to time, any 
additional rules or restrictions that the Employee Benefits Committee deems 
necessary to implement and administer the loan program.  All such rules and 
restrictions shall be in writing and shall be communicated to Participants.  
Such documentation is incorporated by reference.

Article 8  Distribution of Accounts Upon Termination Of Employment

8.01  Eligibility

Upon a Participant's termination of employment the Vested Portion of his 
Accounts, as determined under Article 6, shall be distributed as provided in 
this Article.

8.02  Amount of Distribution

Upon his termination, a Participant shall be entitled to the Vested Portion of 
his Accounts determined as of the Valuation Date coincident with or 
immediately following his date of termination.  However, if distribution is 
deferred in accordance with Section 8.06, the
Participant or Beneficiary, as applicable, shall receive the Vested Portion of 
the Participant's Accounts determined as of such later Valuation Date 
immediately preceding distribution.

8.03  Form of Distribution

    (a)  Distribution of the Vested Portion of a Participant's Accounts shall 
be made in the form of a lump sum payment.

    (b)  Notwithstanding Section 8.03(a), if a Participant terminates 
employment with his Employer due to Disability or after he is eligible for an 
immediate retirement benefit under the CSC Outsourcing Inc. CUTW Hourly 
Retirement Plan and the value of the Vested Portion of the Participant's 
Accounts exceeds $3,500, the Participant may request that the Vested Portion 
of his Accounts be distributed in one of the following forms of payment:

      (i)   A single lump sum payment;

      (ii)  Annual installment payments not to exceed the life expectancy of 
the Participant; however, at any time the Participant may request that the 
balance in his Accounts be paid in a single lump sum payment; or

      (iii) A joint and survivor annuity in accordance with Section 8.04.

    (c)  In the event the Participant elects a distribution in accordance with 
either Section 8.03(b)(i) or 8.03(b)(ii), he may elect to receive the portion 
of his Accounts invested in the CSC Stock Fund in whole shares of CSC Stock 
(with the value of any fractional share and uninvested cash paid in cash).

8.04  Election of Annuity Form of Distribution

If a Participant elects, in accordance with Section 8.03, to receive a 
distribution of the Vested Portion of his Accounts in the form of a joint and 
survivor annuity, the provisions of this Section 8.04 shall apply.

    (a)  Unless a married Participant elects otherwise, the Vested Portion of 
his Accounts shall be payable in the form of a qualified joint and 50% 
survivor annuity.  Such annuity shall provide a monthly pension for the life 
of both the Participant and the spouse of the Participant.  If the Participant 
dies first, the monthly pension payable to the Participant's spouse shall be 
equal to 50% of the monthly pension payable to the Participant.

    (b)  Unless an unmarried Participant elects otherwise, the Vested Portion 
of his Accounts shall be payable in the form of a single life annuity.
(c)  The Employer shall furnish to each Participant (or Beneficiary) no 
less than 30 days and no more than 90 days before the Participant's annuity 
commencement date, a written explanation in nontechnical language of the terms 
and conditions of the annuity provided under this Section 8.04, the financial 
effect upon the Participant (or Beneficiary) of making an election under this 
Section 8.04 to receive an annuity in lieu of a single lump sum payment, the 
requirement for Spousal Consent (where applicable), and the right of the 
Participant (or Beneficiary) to make and to revoke an election of an annuity 
form of benefit.  An election of an annuity form of benefit shall be made on a 
form provided by the Employer, and may be made after the information described 
in this Section 8.04(d) is furnished to the Participant (or Beneficiary) and 
during the 90-day election period preceding the Participant's (or 
Beneficiary's) annuity commencement date.

    (d)  An election of an annuity form of benefit may be revoked on a form 
provided by the Employer, and subsequent elections and revocations may be made 
at any time and from time to time during the applicable election period.  An 
election of an annuity form of benefit shall be effective on the Participant's 
(or Beneficiary's) annuity commencement date.  A revocation of any election 
shall be effective when the completed form is filed with the Employer.  If a 
Participant who has elected an annuity form of benefit dies before the date 
the election becomes effective, the election shall be revoked.

    (e)  If a Participant elects an annuity form of benefit, the Employer 
shall direct the Trustee to provide the annuity form of benefit by purchasing 
a single premium annuity contract from an insurance company.  Such annuity 
contract may either be held by the Trustee as owner or as a non-transferable 
annuity contract which may be distributed to the Participant, his surviving 
spouse or Beneficiary in complete satisfaction of the benefits above provided 
and in full discharge of all liability of the Employer and Trustee hereunder.

8.05  Method of Payment for Eligible Rollover Distributions

    (a)  Notwithstanding any provision of the Plan to the contrary, if a 
Distributee is entitled to receive an Eligible Rollover Distribution which 
exceeds $200, the Distributee may elect, at the time and in the manner 
prescribed by the Employee Benefits Committee, and in accordance with this 
Section 8.05, to have his Eligible Rollover Distribution paid in accordance 
with one of the following methods:

      (i)   All of the Eligible Rollover distribution shall be paid directly 
to the Distributee; 

      (ii)  All of the Eligible Rollover Distribution shall be paid as a 
Direct Rollover to the Eligible Retirement Plan designated by the Distributee; 
or
(iii) The portion of the Eligible Rollover Distribution designated by 
the Participant, which portion shall be at least $500, shall be paid as a 
Direct Rollover to the Eligible Retirement Plan designated by the Distributee 
and the balance of the Eligible Rollover Distribution shall be paid directly 
to the Distributee.

    (b)  No less than 30 days and no more than 90 days prior to the 
Distributee's Plan benefit commencement date, the Employer shall provide the 
Distributee with an election form and a notice that satisfies the requirements 
of Section 1.411(a)-11(c) of the Income Tax Regulations and Section 402(f) of 
the Code.  In the event the Distributee does not return the signed election 
form by his Plan benefit commencement date, he shall be deemed to have elected 
the method of payment described in Section 8.05(a)(i).

    (c)  Notwithstanding the provisions of Section 8.05(b), distributions paid 
in accordance with Section 8.05(a) may commence less than 30 days after the 
material described in Section 8.05(b) is given to the Distributee provided 
that:

      (i)   The Distributee is notified that he has the right to a period of 
at least 30 days after receipt of the material to consider whether or not to 
elect a distribution; and

      (ii)  After receipt of such notification, he affirmatively elects to 
receive a distribution.

    (d)  The following definitions apply to the terms used in this Section 
8.05:

      (i)   "Eligible Rollover Distribution" means any distribution of all or 
any portion of the balance to the credit of the Distributee, except that an 
Eligible Rollover Distribution does not include:

        (A)  Any distribution that is one of a series of substantially equal 
periodic payments (not less frequently than annually) made for the life (or 
life expectancy) of the Distributee or the joint lives (or joint life 
expectancies) of the Distributee and the Distributee's designated beneficiary, 
or for a specified period of ten years or more;

        (B)  Any distribution to the extent such distribution is required 
under Section 401(a)(9) of the Code;

        (C)  The portion of any distribution that is not includible in gross 
income (determined without regard to the exclusion for net unrealized 
appreciation with respect to employer securities); and
(D)  Any other type of distribution that the Internal Revenue Service 
announces (pursuant to regulation, notice or otherwise) is not an Eligible 
Rollover Distribution pursuant to Section 402(c) of the Code.

      (ii)  "Eligible Retirement Plan" means an individual retirement account 
described in Section 408(a) of the Code, an individual retirement annuity 
described in Section 408(b) of the Code, an annuity plan described in Section 
403(a) of the Code, or a qualified trust described in Section 401(a) of the 
Code, that accepts the Distributee's Eligible Rollover Distribution.  However, 
in the case of an Eligible Rollover Distribution to the surviving spouse, an 
Eligible Retirement Plan is an individual retirement account or individual 
retirement annuity.

      (iii) "Distributee" includes an Employee or former Employee.  In 
addition, the Employee's or former Employee's surviving spouse and the 
Employee's or former Employee's spouse or former spouse who is the "alternate 
payee," as defined in Section 414(p)(8) of the Code, pursuant to a Qualified 
Domestic Relations Order are Distributees with regard to the interest of the 
spouse or former spouse.

      (iv)  "Direct Rollover" means a payment by the Plan to the Eligible 
Retirement Plan specified by the Distributee.

8.06  Timing of Distribution

    (a)  In the event that the value of the Vested Portion of the 
Participant's Accounts does not exceed $3,500 as of the Valuation Date 
coincident with or immediately following the Participant's termination of 
employment, distribution or commencement of distribution of the Vested Portion 
of the Participant's Accounts shall be made as soon as administratively 
practicable following the Participant's termination of employment.

    (b)  In the event that the value of the Vested Portion of the 
Participant's Accounts is more than $3,500 as of the Valuation Date coincident 
with or immediately following the Participant's termination of employment, 
payment of his distribution shall automatically be delayed to the date that 
the Participant attains Normal Retirement Age.  Notwithstanding the foregoing, 
a Participant may, in accordance with such procedures as the Employee Benefits 
Committee prescribes, elect to have the distribution of the Vested Portion of 
his Accounts made or commence as of any Valuation Date coincident with or 
following his termination of employment and coincident with or before the date 
that the Participant attains Normal Retirement Age.

    (c)  Upon the Participant's death prior to commencement of benefits, his 
Beneficiary may elect to commence distribution as soon as administratively 
feasible after any
Valuation Date that next follows the Participant's date of death but in no 
event later than either Section 8.06(c)(i) or 8.06(c)(ii):

      (i)   If the Beneficiary is not the Participant's spouse, the December 
31 of the calendar year following the calendar year in which the Participant 
dies; or

      (ii)  If the Beneficiary is the Participant's spouse, the later of the 
December 31 of the calendar year in which the Participant would have attained 
age 70 1/2 or the December 31 following the calendar year in which the 
Participant dies.

Notwithstanding the foregoing, in the event the Participant has no surviving 
spouse and no designated Beneficiary, distribution of the Participant's 
Accounts must be made on or before the December 31 of the fifth full calendar 
year following the Participant's death.

    (d)  (i)   Notwithstanding any provision of the Plan to the contrary, 
unless the Participant elects otherwise, in no event can distribution of the 
Vested Portion of a Participant's Accounts occur later than 60 days after the 
close of the Plan Year in which occurs the later of (i) the Participant's 
termination of employment, or (ii) the 65th anniversary of the Participant's 
birth.

      (ii)  In no event shall distribution of a Participant's Accounts begin 
later than the April 1 following the calendar year in which he attains age 
seventy and one-half (70-1/2).  If, however, the Participant attains age 
seventy and one-half (70-1/2) prior to January 1, 1988, and does not at any 
time after he attains age sixty-six and one-half (66-1/2) own a five percent 
(5%) or more interest in the Employer or an Affiliated Employer, the 
Participant may delay distribution of his benefits until his actual 
retirement.

    (e)  Notwithstanding any provision of the Plan to the contrary, all Plan 
distributions shall conform to the regulations issued under Section 401(a)(9) 
of the Code, including the incidental death benefit provisions of Section 
401(a)(9)(G) of the Code.  Further, such regulations shall override any Plan 
provision that is inconsistent with Section 401(a)(9) of the Code.  

8.07  Status of Accounts Pending Distribution

In the event that distribution of the Vested Portion of a Participant's 
Accounts are delayed in accordance with Section 8.06, such Accounts shall be 
invested in the Investment Funds last designated by the Participant in 
accordance with Section 4.02 or 4.03.  A Participant, or Beneficiary in the 
event of the Participant's death, may elect to reallocate the Participant's 
Accounts among the Investment Funds, in multiples of 1%, in accordance with 
Section 4.03(b).
Article 9.  Administration of the Plan

9.01  Appointment of Employee Benefits Committee 

The general administration of the Plan and the responsibility for carrying out 
the provisions of the Plan shall be placed in the Employee Benefits Committee 
appointed by the Board of Directors to serve at the pleasure of the Company.  
The Employee Benefits Committee shall be composed of at least 3 members.  Any 
person appointed a member of the Employee Benefits Committee shall signify his 
acceptance by filing written acceptance with the Company.  Any member of the 
Employee Benefits Committee may resign by delivering his written resignation 
to the Company.

9.02  Duties of Employee Benefits Committee 

The members of the Employee Benefits Committee (i) shall elect a chairperson 
from their number and a secretary who may be, but need not be, one of the 
members of the Employee Benefits Committee; (ii) may appoint from their number 
such subcommittees with such powers as they shall determine; (iii) may 
authorize one or more of their number or any agent to execute or deliver any 
instrument or make any payment on their behalf; (iv) may retain counsel, 
employ agents and provide for such clerical, accounting, actuarial and 
consulting services as they may require in carrying out the provisions of the 
Plan; and (v) may allocate among themselves or delegate to other persons all 
or such portion of their duties under the Plan, other than those granted to 
the Trustee under the trust instrument adopted for use in implementing the 
Plan, as they, in their sole discretion, shall decide.

9.03  Meetings 

The Employee Benefits Committee shall hold meetings upon such notice, at such 
place or places, and at such time or times as the members of the Employee 
Benefits Committee may from time to time determine.

9.04  Action of Majority 

Any act which the Plan authorizes or requires of the Employee Benefits 
Committee shall be done by a majority of its members.  The action of that 
majority expressed from time to time by a vote at a meeting or in writing 
without a meeting shall constitute the action of the Employee Benefits 
Committee and shall have the same effect for all purposes as if assented to by 
all members of the Employee Benefits Committee at the time in office.

9.05  Compensation and Bonding 

No member of the Employee Benefits Committee shall receive any compensation 
from the Plan for his services as such.  The Company shall purchase such bonds 
as may be required under ERISA.
9.06  Establishment of Rules 

Subject to the limitations of the Plan, the Employee Benefits Committee shall 
prescribe such forms, make such rules, regulations, interpretations and 
computations, and shall take such other action to administer the Plan, as it 
may deem appropriate.  In administering the Plan, the Employee Benefits 
Committee shall act in a uniform and nondiscriminatory manner and in full 
accordance with any and all laws applicable to the Plan.

9.07  Manner of Administering 

The Employee Benefits Committee shall have the sole and complete discretion to 
interpret and administer the terms of the Plan and to determine eligibility 
for benefits and the amount of any such benefits pursuant to the terms of the 
Plan, and in so doing the Employee Benefits Committee may correct defects, 
supply omissions and reconcile inconsistencies to the extent necessary to 
effectuate the Plan, and such actions shall be binding and conclusive on all 
persons.

9.08  Prudent Conduct 

The members of the Employee Benefits Committee shall use that degree of care, 
skill, prudence and diligence that a prudent person acting in a like capacity 
and familiar with such matters would use in a similar situation.

9.09  Service In More Than One Fiduciary Capacity 

Any individual, entity or group of persons may serve in more than one 
fiduciary capacity with respect to the Plan and/or the funds of the Plan.

9.10  Limitation of Liability 

The Employer, the members of the Board of Directors, the members of the 
Employee Benefits Committee, and any officer, employee or agent of the 
Employer shall not incur any liability individually or on behalf of any other 
individuals or on behalf of the Employer for any act, or failure to act, made 
in good faith in relation to the Plan or the funds of the Plan.  However, this 
limitation shall not act to relieve any such individual or the Employer from a 
responsibility or liability for any fiduciary responsibility, obligation or 
duty under Part 4, Title I of ERISA.

9.11  Indemnification 

The members of the Employee Benefits Committee, members of the Board of 
Directors, officers, employees and agents of the Employer shall be indemnified 
against any and all liabilities arising by reason of any act, or failure to 
act, in relation to the Plan or the funds
of the Plan, including, without limitation, expenses reasonably incurred in 
the defense of any claim relating to the Plan or the funds of the Plan, and 
amounts paid in any compromise or settlement relating to the Plan or the funds 
of the Plan, except for willful and intentional actions or failures to act.  
The foregoing indemnification shall be from the funds of the Plan to the 
extent of those funds and to the extent permitted under applicable law; 
otherwise from the assets of the Employer.

9.12  Expenses of Administration 

All expenses that arise in connection with the administration of the Plan, 
including but not limited to the compensation of the Trustee, administrative 
expenses and proper charges and disbursements of the Trustee and compensation 
and other expenses and charges of any enrolled actuary, counsel, accountant, 
specialist, or other person who has been retained by the Employee Benefits 
Committee in connection with the administration thereof, shall be paid from 
the Trust to the extent not paid by the Employer.

9.13  Claims and Review Procedures 

    (a)  Applications for benefits and inquiries concerning the Plan (or 
concerning present or future rights to benefits under the Plan) shall be 
submitted to the Employee Benefits Committee in writing.  An application for 
benefits shall be submitted on the prescribed form and shall be signed by the 
applicant.

    (b)  In the event that an application for benefits is denied in whole or 
in part, the Employee Benefits Committee shall notify the applicant in writing 
of the denial and of the right to review of the denial.  The written notice 
shall set forth, in a manner calculated to be understood by the applicant, 
specific reasons for the denial, specific references to the provisions of the 
Plan on which the denial is based, a description of any information or 
material necessary for the applicant to perfect the application, an 
explanation of why the material is necessary, and an explanation of the review 
procedure under the Plan.  The written notice shall be given to the applicant 
within a reasonable period of time (not more than 90 days) after the Employee 
Benefits Committee receives the application, unless special circumstances 
require further time for processing and the applicant is advised of the 
extension.  In no event shall the notice be given more than 180 days after the 
Employee Benefits Committee receives the application.

    (c)  An applicant whose application for benefits was denied in whole or 
part, or the applicant's duly authorized representative, may appeal the denial 
by submitting to the Employee Benefits Committee a request for a review of the 
application within 60 days after receiving written notice of the denial from 
the Employee Benefits Committee.  The Employee Benefits Committee shall give 
the applicant or his representative an opportunity to review pertinent 
materials, other than legally privileged documents, in preparing the request 
for a review.  The request for a
review shall be in writing and addressed to the Employee Benefits Committee.  
The request for a review shall set forth all of the grounds on which it is 
based, all facts in support of the request and any other matters that the 
applicant deems pertinent.  The Employee Benefits Committee may require the 
applicant to submit such additional facts, documents or other materials as it 
may deem necessary or appropriate in making its review.

    (d)  The Employee Benefits Committee shall act on each request for a 
review within 60 days after receipt, unless special circumstances require 
further time for processing and the applicant is advised of the extension.  In 
no event shall the decision on review be rendered more than 120 days after the 
Employee Benefits Committee receives the request for a review.  The Employee 
Benefits Committee shall give prompt written notice of its decision to the 
applicant.  In the event that the Employee Benefits Committee confirms the 
denial of the application for benefits in whole or in part, the notice shall 
set forth, in a manner calculated to be understood by the applicant, the 
specific reasons for the decision and specific references to the provisions of 
the Plan on which the decision is based.

    (e)  No legal action for benefits under the Plan shall be brought unless 
and until the claimant (i) has submitted a written application for benefits in 
accordance with paragraph (a), (ii) has been notified by the Employee Benefits 
Committee that the application is denied, (iii) has filed a written request 
for a review of the application in accordance with paragraph (c) and (iv) has 
been notified in writing that the Employee Benefits Committee has affirmed the 
denial of the application; provided, however, that legal action may be brought 
after the Employee Benefits Committee has failed to take any action on the 
claim within the time prescribed by paragraphs (b) and (d) above.

Article 10.  Management of Funds

10.01  The Trustee 

All the funds of the Plan shall be held in the Trust by a Trustee appointed 
from time to time by the Company under a trust instrument adopted, or as 
amended, by the Company for use in providing the benefits of the Plan and 
paying its expenses not paid directly by an Employer.  No Employer shall have 
any liability for the payment of benefits under the Plan nor for the 
administration of the Trust held by the Trustee.

10.02  Exclusive Benefit Rule 

Except as otherwise provided in the Plan, no part of the corpus or income of 
the funds of the Plan shall be used for, or diverted to, purposes other than 
for the exclusive benefit of Participants and other persons entitled to 
benefits under the Plan, and paying Plan expenses not otherwise paid by the 
Employer, before the satisfaction of all liabilities with
respect to them.  No person shall have any interest in or right to any part of 
the earnings of the Trust, or any right in, or to, any part of the assets held 
under the Plan, except as and to the extent expressly provided in the Plan.

10.03  Appointment of Investment Manager 

The Company, in its sole discretion, shall determine the investment policy for 
the Plan.  However, the Company may, in its sole discretion, appoint one or 
more Investment Managers to manage the assets of the Plan (including the power 
to acquire and dispose of all or part of such assets) as the Company shall 
designate.  In that event, the authority over and responsibility for the 
management of the assets so designated shall be the sole responsibility of 
that Investment Manager.

Article 11.  Amendment, Merger and Termination

11.01  Amendment of the Plan 

The Company, by action of its Board of Directors, may at any time and from 
time to time, and retroactively if deemed necessary or appropriate, amend in 
whole or in part any or all of the provisions of the Plan.  However, no 
amendment shall make it possible for any part of the funds of the Plan to be 
used for, or diverted to, purposes other than for the exclusive benefit of 
persons entitled to benefits under the Plan, before the satisfaction of all 
liabilities with respect to them.  No amendment shall be made which has the 
effect of decreasing the Accrued Pension of any Participant or of reducing the 
nonforfeitable percentage of the Accrued Pension of a Participant below the 
nonforfeitable percentage computed under the Plan as in effect on the date on 
which the amendment is adopted or, if later, the date on which the amendment 
becomes effective.  No amendment shall be made which affects the rights, 
duties or responsibilities of the Trustee unless the Trustee provides written 
consent to such amendment.

11.02  Merger or Consolidation 

The Company may, in its sole discretion, merge this Plan with another 
qualified plan, subject to any applicable legal requirements.  However, the 
Plan may not be merged or consolidated with, and its assets or liabilities may 
not be transferred to, any other plan unless each person entitled to benefits 
under the Plan would, if the resulting plan were then terminated, receive a 
benefit immediately after the merger, consolidation, or transfer which is 
equal to or greater than the benefit he would have been entitled to receive 
immediately before the merger, consolidation, or transfer if the Plan had then 
terminated.

11.03  Termination of the Plan 

The Company, by action of its Board of Directors, may terminate the Plan or 
completely discontinue contributions under the Plan for any reason at any 
time.  In case of
termination or partial termination of the Plan, or complete discontinuance of 
Company contributions to the Plan, the rights of affected Participants to 
their Accounts under the Plan as of the date of the termination or 
discontinuance shall be nonforfeitable.  The total amount in each 
Participant's Accounts shall be distributed, as the Employee Benefits 
Committee shall direct, to the Participant or for the Participant's benefit or 
held in trust for the Participant's benefit.

Article 12.  General Provisions

12.01  Nonalienation; Qualified Domestic Relations Orders 

    (a)  Except as required by any applicable law, no benefit under the Plan 
shall in any manner be anticipated, assigned or alienated, and any attempt to 
do so shall be void.  However, payment shall be made in accordance with the 
provisions of any Qualified Domestic Relations Order.

    (b)  An immediate lump sum payment, which is the Actuarial Equivalent of 
the series of payments provided for in a Qualified Domestic Relations Order, 
shall be made in lieu of the series of payments if the value of the lump sum 
payment is $3,500 or less.

12.02  Conditions of Employment Not Affected by Plan 

The establishment of the Plan shall not confer any legal rights upon any 
Employee or other person for a continuation of employment, nor shall it 
interfere with the right of the Employer (which right is hereby reserved) to 
discharge any Employee and to treat him without regard to the effect which 
that treatment might have upon him as a Participant or potential Participant 
of the Plan.

12.03  Facility of Payment 

    (a)  If the Employee Benefits Committee finds that a Participant or other 
person entitled to a benefit is unable to care for his affairs because of 
illness or accident, the Employee Benefits Committee may direct that any 
benefit due him, unless a claim has been made for the benefit by a duly 
appointed legal representative, be paid to his spouse, a child, a parent or 
other blood relative, or to a person with whom he resides.  Any payment so 
made shall be a complete discharge of the liabilities of the Plan for that 
benefit.

    (b)  If the Employee Benefits Committee finds that a Participant or other 
person entitled to a benefit is a minor, the Employee Benefits Committee may 
direct that any benefit due him, unless a claim has been made for the benefit 
by a duly appointed legal representative, be paid in the following order of 
preference: (i) to the minor's custodial parent(s); (ii) if no custodial 
parent of the minor is then
living, to a custodian selected by the Employee Benefits Committee to hold the 
funds for the minor under the Uniform Transfers or Gifts to Minors Act in 
effect in the jurisdiction in which the minor resides; (iii) if the Employee 
Benefits Committee decides not to select a custodian pursuant to subparagraph 
(ii), to the duly appointed and currently acting guardian of the estate of the 
minor; or (iv) if no guardian of the estate of the minor is duly appointed or 
currently acting within 60 days of the date the amount becomes payable, to the 
court having jurisdiction over the estate of the minor.

12.04  Information 

    (a)  Each Participant, Beneficiary or other person entitled to a benefit, 
before any benefit shall be payable to him or on his account under the Plan, 
shall file with the Employer the information that it shall require to 
establish his rights and benefits under the Plan.

    (b)  If a Participant in his application for retirement income, or in 
response to any request by the Employer or Employee Benefits Committee for 
information, makes any statement which is erroneous or omits any material fact 
or fails before receiving his first payment to correct any information that he 
previously incorrectly furnished to the Employer or the Employee Benefits 
Committee for its records, the amount of his Pension shall be adjusted on the 
basis of the current facts, and the amount of any overpayment or underpayment 
made to the Participant shall be deducted from, or added to, his next 
succeeding payments as the Employee Benefits Committee shall direct.

12.05  Proof of Death and Right of Beneficiary or Other Person

The Employer may require and rely upon such proof of death and such evidence 
of the right of any Beneficiary or other person to receive the value of the 
Accounts of a deceased Participant as the Employee Benefits Committee may deem 
proper, and its determination of death and of the right of that Beneficiary or 
other person to receive payment shall be conclusive.

12.06  Failure to Locate Recipient

In the event that the Employee Benefits Committee is unable to locate a 
Participant or Beneficiary who is entitled to payment under the Plan within 5 
years from the date such payment was to have been made, the amount to which 
such Participant or Beneficiary was entitled shall be declared a forfeiture 
and shall be used to reduce future Employer contributions to the Plan.  If the 
Participant or Beneficiary is later located, the benefit which was previously 
forfeited hereunder shall be restored by means of an additional Employer 
contribution to the Plan, if necessary.
12.07  Action by the Board of Directors

Any action required or permitted to be taken by the Board of Directors under 
the Plan shall be by resolution adopted by the Board of Directors at a meeting 
held either in person or by telephone or other electronic means, or by 
unanimous written consent in lieu of a meeting.  The Board of Directors may, 
in its discretion, appoint the Executive Committee or another Committee to 
take those actions on its behalf which are the responsibility of the Board of 
Directors in accordance with the terms of the Plan.

12.08  Construction

    (a)  The Plan shall be construed, regulated and administered pursuant to 
the laws of the State of California, except where ERISA controls.

    (b)  If any provision of this instrument is held by a court of competent 
jurisdiction to be invalid or unenforceable, the remaining provisions hereof 
shall continue to be fully effective.

    (c)  The use of the masculine pronoun in this Plan shall include the 
feminine pronoun wherever appropriate, and vice versa.

    (d)  The use of the singular form of a word in this Plan shall include the 
plural form wherever appropriate, and vice versa.

    (e)  The titles and headings of the Articles and Sections in this Plan are 
for convenience only.  In the case of ambiguity or inconsistency, the text 
rather than the titles or headings shall control.
Execution of the Plan

CSC Outsourcing, Inc. CUTW Hourly Savings Plan is hereby executed this 2nd day 
of February, 1996.

                                    /s/ HAYWARD D. FISK 
                                    (Signature)

                                    Vice President 
                                    (Title)
Appendix A.  Maximum Annual Additions Limitation

Section 3.10 of the Plan shall be construed in accordance with this Appendix 
A.  Unless the context clearly requires otherwise, words and phrases used in 
this Appendix A shall have the same meanings that are assigned to them under 
the Plan.

The Plan Year shall be considered a "limitation year" for purposes of this 
Appendix A and Section 415 of the Code.

A.01  Definitions

The following words and phrases, when used in this Appendix A with an initial 
capital letter, shall have the following meanings, unless the context clearly 
indicates otherwise:

"Annual Additions" on behalf of a Participant under the Plan or any other 
qualified plan maintained by the Employer or an Affiliated Employer for the 
Plan Year shall not include loan repayments by the Participant or 
contributions to the Participant's Rollover Contributions Account but shall 
include:

    (a)  The total contributions, including Savings Plus Allotments and 
Company Matching Contributions, made on behalf of the Participant by the 
Employer and all Affiliated Employers under this Plan or any other qualified 
Defined Contribution Plan;

    (b)  With respect to limitation years beginning before 1987, the lesser of 
the part of the Participant's contributions in excess of 6% of his Section 415 
Compensation or one-half of his total contributions to the Plan or any other 
qualified Defined Contribution Plan maintained by the Employer or an 
Affiliated Employer;

    (c)  With respect to Limitation Years beginning after 1986, all of the 
Participant's contributions to this Plan or any other qualified Defined 
Contribution Plan maintained by the Employer or an Affiliated Employer;

    (d)  Forfeitures, if applicable, that have been allocated to the 
Participant's Accounts under this Plan or his accounts under any other 
qualified Defined Contribution Plan maintained by the Employer or an 
Affiliated Employer;

    (e)  Voluntary or mandatory contributions made by the Participant under 
the CSC Outsourcing Inc. CUTW Hourly Savings Plan or another qualified Defined 
Benefit Plan maintained by the Employer or an Affiliated Employer; and

    (f)  Contributions made on behalf of the Participant to an "individual 
medical benefit account" under a pension or annuity plan maintained by the 
Employer or an Affiliated Employer, as described, and to the extent required, 
under Section 415(l) of the Code.
"Defined Benefit Plan" means any qualified pension plan which is not a Defined 
Contribution Plan; however, in the case of a Defined Benefit Plan which 
provides a benefit which is based partly on the balance of the separate 
account of a participant, that plan shall be treated as a Defined Contribution 
Plan to the extent benefits are based on the separate account of a participant 
and as a Defined Benefit Plan with respect to the remaining portion of the 
benefits under the plan.

"Defined Benefit Plan Fraction" for any limitation year is a fraction -

    (a)  The numerator of which is the projected annual benefit of the 
Participant (determined as of the close of the limitation year) under all 
Defined Benefit Plans maintained by the Employer or an Affiliated Employer; 
and

    (b)  The denominator of which is the lesser of (i) or (ii) below:

      (i)   The product of 1.25 multiplied by the defined benefit plan dollar 
limitation under Section 415(b)(1)(A) of the Code (multiplied by the 
Adjustment Factor) in effect for such limitation year; or

      (ii)  The product of 1.4 multiplied by an amount that is 100% of the 
Participant's average Section 415 Compensation for the three consecutive years 
in which his Section 415 Compensation was the highest.

"Defined Contribution Plan" means any qualified pension plan which provides 
for an individual account for each participant and for benefits based solely 
upon the amount contributed to the participant's account, and any income, 
expenses, gains and losses, and any forfeitures of accounts of other 
participants which may be allocated to that participant's accounts, subject to 
the limitations described in the definition of "Defined Benefit Plan" above.

"Defined Contribution Plan Fraction" for any limitation year is a fraction --

    (a)  The numerator of which is the sum of the Annual Additions made by the 
Employer or an Affiliated Employer on behalf of the Participant for such 
limitation year and all prior limitation years; and

    (b)  The denominator of which is the sum of the lesser of (i) or (ii) 
below determined for such limitation year and for each prior year of service 
with the Employer or an Affiliated Employer:

      (i)   The product of 1.25 multiplied by the defined contribution plan 
dollar limitation under Section 415(c)(1)(A) of the Code (multiplied by the 
Adjustment Factor); or
(ii)  The product of 1.4 multiplied by an amount equal to 25% of the 
Participant's Section 415 Compensation for such year.

At the direction of the Employee Benefits Committee, the portion of the 
denominator of that fraction with respect to limitation years ending before 
1983 shall be computed as the denominator for the limitation year ending in 
1982, as determined under the law as then in effect, multiplied by a fraction 
the numerator of which is the lesser of:

        (A)  $51,875; or

        (B)  1.4 multiplied by 25% of the Participant's Section 415 
Compensation for the limitation year ending in 1981;

and the denominator of which is the lesser of:

        (A)  $41,500; or

        (B)  25% of the Participant's Section 415 Compensation for that 
limitation year.

A.02  Maximum Annual Additions Limitation

If the Annual Additions to a Participant's Accounts for any Plan Year would 
otherwise exceed the limitation set forth in Section 3.10, the excess Annual 
Additions to such Participant's Accounts for such Plan Year shall be reduced 
in the following order:

      (i)   The Participant's unmatched Regular Savings Allotments shall be 
reduced to the extent necessary.  The amount of the reduction, together with 
any earnings on the contributions to be returned, shall be returned to the 
Participant.

      (ii)  Next, the Participant's unmatched Savings Plus Allotments shall be 
reduced to the extent necessary.  The amount of the reduction, together with 
any earnings on the contributions to be returned, shall be returned to the 
Participant.

      (iii) Next, the Participant's matched Regular Savings Allotments and 
corresponding Company Matching Contributions shall be reduced to the extent 
necessary.  The amount of the reduction attributable to the Participant's 
matched Regular Savings Allotments, together with any earnings on the 
contributions to be returned, shall be returned to the Participant and the 
amount attributable to the Company Matching Contributions shall be applied to 
reduce subsequent Company Matching Contributions.

      (iv)  Next, the Participant's matched Savings Plus Allotments and 
corresponding Company Matching Contributions shall be reduced to the extent 
necessary.  The
amount of the reduction attributable to the Participant's matched Savings Plus 
Allotments, together with any earnings on the contributions to be returned, 
shall be returned to the Participant and the amount attributable to the 
Company Matching Contributions shall be applied to reduce subsequent Company 
Matching Contributions.

A.03  Participant in a Defined Benefit Plan

    (a)  If a Participant under this Plan has at any time participated in a 
Defined Benefit Plan maintained by the Employer or an Affiliated Employer, the 
sum of the Participant's Defined Benefit Plan Fraction and Defined 
Contribution Plan Fraction shall not exceed 1.0.

    (b)  In the event the sum of a Participant's Defined Benefit Plan Fraction 
and Defined Contribution Plan Fraction exceeds 1.0, his benefits under, and 
contributions to, all plans shall be accomplished by first reducing the 
benefits otherwise payable to the Participant under the CSC Outsourcing Inc. 
CUTW Hourly Retirement Plan or any other Defined Benefit Plan in which the 
Participant participates (in the manner and priority set forth in such plans), 
and second by reducing the contributions made on behalf of the Participant to 
the Plan or any other Defined Contribution Plans in which the Participant 
participates in such priority as shall be determined by the Employee Benefits 
Committee for the Plan and the administrators of such other plans.  The 
necessary reductions may, however, be made in a different manner and priority 
pursuant to the agreement of the Employee Benefits Committee for the Plan and 
the administrators of all other plans in which the Participant participates.
Exhibit 4.1

                              CSC OUTSOURCING INC
                            CUTW HOURLY SAVINGS PLAN

                            Effective August 5, 1995
TABLE OF CONTENTS
Page
                                                                   ----
Article 1.  Definitions ...........................................  1
   1.01     Accounts ..............................................  1
   1.02     Actual Deferral Percentage ............................  1
   1.03     Actual Deferral Ratio .................................  1
   1.04     Adjustment Factor .....................................  1
   1.05     Affiliated Employer ...................................  2
   1.06     Allotments ............................................  2
   1.07     Beneficiary ...........................................  2
   1.08     Board of Directors ....................................  2
   1.09     Break in Service ......................................  2
   1.10     Code ..................................................  2
   1.11     Company ...............................................  2
   1.12     Company Matching Contributions ........................  2
   1.13     Compensation ..........................................  2
   1.14     Disability or Disabled ................................  3
   1.15     Earnings ..............................................  3
   1.16     Effective Date ........................................  3
   1.17     Eligible Employee .....................................  3
   1.18     Employee ..............................................  3
   1.19     Employee Benefits Committee ...........................  3
   1.20     Employer ..............................................  3
   1.21     Enrollment Date .......................................  3
   1.22     ERISA .................................................  3
   1.23     Highly Compensated Employee ...........................  4
   1.24     Hour of Service .......................................  5
   1.25     Investment Funds ......................................  6
   1.26     Leased Employee .......................................  6
   1.27     Leave of Absence ......................................  6
   1.28     Matching Contributions Account ........................  6
   1.29     Maximum Compensation Limitation .......................  6
   1.30     Non-Highly Compensated Employee .......................  7
   1.31     Normal Retirement Age .................................  7
   1.32     Parental Leave ........................................  7
   1.33     Participant ...........................................  7
   1.34     Plan ..................................................  7
   1.35     Plan Administrator ....................................  7
   1.36     Plan Year .............................................  7
   1.37     Prior Employer ........................................  7
   1.38     Prior Plan ............................................  7
   1.39     Qualified Domestic Relations Order ....................  8
   1.40     Qualified Nonelective Contributions ...................  8
Page
                                                                   ----
1.41     Regular Savings Account ...............................  8
   1.42     Regular Savings Allotments ............................  8
   1.43     Rollover Contributions ................................  8
   1.44     Rollover Contributions Account ........................  8
   1.45     Savings Plus Account ..................................  8
   1.46     Savings Plus Allotments ...............................  9
   1.47     Section 414(s) Compensation ...........................  9
   1.48     Section 415 Compensation ..............................  9
   1.49     Spousal Consent .......................................  9
   1.50     Trust ................................................. 10
   1.51     Trustee ............................................... 10
   1.52     Union ................................................. 10
   1.53     Valuation Date ........................................ 10
   1.54     Vested Portion ........................................ 10
   1.55     Year of Eligibility Service ........................... 10

Article 2.  Eligibility and Participation ......................... 10
   2.01     Eligibility ........................................... 10
   2.02     Participation ......................................... 10
   2.03     Reemployment of Former Employees and Former
              Participants ........................................ 11
   2.04     Transferred Participants .............................. 11
   2.05     Termination of Participation .......................... 11

Article 3.  Contributions ......................................... 11
   3.01     Savings Plus Allotments ............................... 11
   3.02     Regular Savings Allotments ............................ 12
   3.03     Change in Contributions ............................... 12
   3.04     Suspension of Contributions ........................... 13
   3.05     Company Matching Contributions ........................ 13
   3.06     Rollover Contributions ................................ 13
   3.07     Section 402(g) Limitation on Savings Plus Allotments .. 14
   3.08     Section 401(k) Limitation on Savings Plus Allotments
              (Actual Deferral Percentage Test) ................... 15
   3.09     Additional Discrimination Testing Provisions .......... 17
   3.10     Maximum Annual Additions Limitation ................... 17
   3.11     Return of Contributions ............................... 18

Article 4.  Investment of Contributions ........................... 18
   4.01     Investment of Participants' Prior Plan Accounts ....... 18
   4.02     Investment of Participants' Allotments ................ 19
Page
                                                                   ----
4.03     Investment Changes .................................... 19
   4.04     Responsibility for Investments ........................ 20

Article 5.  Valuation of Accounts ................................. 20
   5.01     Valuation of the Investment Funds ..................... 20
   5.02     Discretionary Power of the Employee Benefits Committee  20
   5.03     Statement of Accounts ................................. 21

Article 6.  Vested Portion of Accounts ............................ 21
   6.01     Savings Plus, Regular Savings, Matching 
              Contributions and Rollover Contributions Accounts ... 21

Article 7.  Withdrawals While Still Employed ...................... 21
   7.01     Procedures and Restrictions ........................... 21
   7.02     Regular Withdrawals ................................... 21
   7.03     Age 59 1/2 Withdrawals ................................ 22
   7.04     Hardship Withdrawals .................................. 22
   7.05     Participant Loans ..................................... 23

Article 8.  Distribution of Accounts Upon Termination Of Employment 25
   8.01     Eligibility ........................................... 25
   8.02     Amount of Distribution ................................ 25
   8.03     Form of Distribution .................................. 26
   8.04     Election of Annuity Form of Distribution .............. 26
   8.05     Method of Payment for Eligible Rollover Distributions . 27
   8.06     Timing of Distribution ................................ 29
   8.07     Status of Accounts Pending Distribution ............... 30

Article 9.  Administration of the Plan ............................ 31
   9.01     Appointment of Employee Benefits Committee ............ 31
   9.02     Duties of Employee Benefits Committee ................. 31
   9.03     Meetings .............................................. 31
   9.04     Action of Majority .................................... 31
   9.05     Compensation and Bonding .............................. 31
   9.06     Establishment of Rules ................................ 32
   9.07     Manner of Administering ............................... 32
   9.08     Prudent Conduct ....................................... 32
   9.09     Service In More Than One Fiduciary Capacity ........... 32
   9.10     Limitation of Liability ............................... 32
   9.11     Indemnification ....................................... 32
Page
                                                                   ----
9.12     Expenses of Administration ............................ 33
   9.13     Claims and Review Procedures .......................... 33

Article 10. Management of Funds ................................... 34
  10.01     The Trustee ........................................... 34
  10.02     Exclusive Benefit Rule ................................ 34
  10.03     Appointment of Investment Manager ..................... 35

Article 11.  Amendment, Merger and Termination .................... 35
  11.01     Amendment of the Plan ................................. 35
  11.02     Merger or Consolidation ............................... 35
  11.03     Termination of the Plan ............................... 35

Article 12. General Provisions .................................... 36
  12.01     Nonalienation; Qualified Domestic Relations Orders .... 36
  12.02     Conditions of Employment Not Affected by Plan ......... 36
  12.03     Facility of Payment ................................... 36
  12.04     Information ........................................... 37
  12.05     Proof of Death and Right of Beneficiary or Other Person 37
  12.06     Failure to Locate Recipient ........................... 37
  12.07     Action by the Board of Directors ...................... 38
  12.08     Construction .......................................... 38

Appendix A. Maximum Annual Additions Limitation ................... 40
   A.01     Definitions ........................................... 40
   A.02     Maximum Annual Additions Limitation ................... 42
   A.03     Participant in a Defined Benefit Plan ................. 43
PREAMBLE TO THE
                            CSC OUTSOURCING INC
                          CUTW HOURLY SAVINGS PLAN

Computer Sciences Corporation (the "Company") is the successor employer for 
certain employees of Southern New England Telephone ("SNET") who are 
represented by the Connecticut Union of Telephone Workers, Inc. (referred to 
as the "Union Employees").  The Union Employees were eligible to participate 
in the SNET Bargaining Unit Retirement Savings Plan (the "Prior Plan"), which 
is maintained by SNET.  Effective August 5, 1995, the Prior Plan's assets and 
liabilities with respect to the Union Employees were spun off to the CSC 
Outsourcing Inc. CUTW Hourly Savings Plan (the "Plan").  The terms of the Plan 
are effective August 5, 1995.
CSC OUTSOURCING INC
                           CUTW HOURLY SAVINGS PLAN

                           Effective August 5, 1995

Article 1.  Definitions

The following words and phrases, when used in the Plan with an initial capital 
letter, shall have the following meanings, unless the context clearly 
indicates otherwise:

1.01  "Accounts" means the Regular Savings Account, Savings Plus Account, 
Matching Contributions Account and Rollover Contributions Account of any 
Participant.

1.02  "Actual Deferral Percentage" means, with respect to a specified group of 
Eligible Employees, the average of the Actual Deferral Ratios for that group 
of Eligible Employees.  An Actual Deferral Percentage shall be separately 
calculated each Plan Year for (a) the group of Eligible Employees who are 
Highly Compensated Employees, and (b) the group of Eligible Employees who are 
Non-Highly Compensated Employees.

1.03  "Actual Deferral Ratio" means, with respect to an Eligible Employee, the 
ratio of:

    (a)  The amount of Savings Plus Allotments made on behalf of the Eligible 
Employee pursuant to Section 3.01 for that Plan Year (including Savings Plus 
Allotments returned to a Highly Compensated Employee pursuant to Section 
3.07(c) and Savings Plus Allotments returned to any Eligible Employee pursuant 
to Section 3.07(d)), if any, to

    (b)  The Eligible Employee's Section 414(s) Compensation for that Plan 
Year, provided that upon direction of the Employee Benefits Committee, Section 
414(s) Compensation for a Plan Year shall only be counted if received during 
the period the Eligible Employee is, or is eligible to become, a Participant.

An Eligible Employee's Actual Deferral Ratio shall be rounded to the nearest 
one-one-hundredth of one percent of the Eligible Employee's Section 414(s) 
Compensation.

1.04  "Adjustment Factor" means the cost of living adjustment factor 
prescribed by the Secretary of the Treasury under Section 415(d) of the Code 
applied to such items and in such manner as the Secretary shall provide.
1.05  "Affiliated Employer" means any company not participating in the Plan 
which is a member of a controlled group of corporations (as defined in Section 
414(b) of the Code) with the Employer; any trade or business under common 
control (as defined in Section 414(c) of the Code) with the Employer; any 
organization (whether or not incorporated) which is a member of an affiliated 
service group (as defined in Section 414(m) of the Code) which includes the 
Employer; and any other entity required to be aggregated with the Employer 
pursuant to regulations under Section 414(o) of the Code.  Notwithstanding the 
foregoing, for purposes of Sections 1.26(b) and 3.10, the definitions in 
Sections 414(b) and 414(c) of the Code shall be modified as provided in 
Section 415(h) of the Code.

1.06  "Allotments" means, with respect to a Participant, the Participant's 
Savings Plus Allotments and Regular Savings Allotments.

1.07  "Beneficiary" means any person, persons or entity named by a Participant 
by written designation filed with the Employee Benefits Committee to receive 
benefits payable in the event of the Participant's death.  However, if the 
Participant is married, his spouse shall be deemed to be the Beneficiary 
unless or until he elects another Beneficiary by a written designation filed 
with the Employee Benefits Committee.  Any such designation shall not be 
effective without Spousal Consent.  If no such designation is in effect at the 
time of death of the Participant, or if no person, persons or entity so 
designated shall survive the Participant, the Participant's estate shall be 
deemed to be the Beneficiary.

1.08  "Board of Directors" means the Board of Directors of the Company.

1.09  "Break in Service" means any Plan Year in which an Employee completes 
less than 501 Hours of Service.

1.10  "Code" means the Internal Revenue Code of 1986, as it may be amended 
from time to time.

1.11  "Company" means Computer Sciences Corporation and any successor by 
merger, purchase or otherwise, with respect to its employees.

1.12  "Company Matching Contributions" means contributions made by the Company 
to the Plan on behalf of Participants, pursuant to Section 3.05.

1.13  "Compensation" means the base bi-weekly rate of pay and success sharing 
awards earned by an Eligible Employee while he is a Plan Participant during a 
Plan Year for services rendered to the Employer, determined prior to any 
reduction pursuant to Section 3.01 or pursuant to a cafeteria plan as 
described in Section 125 of the Code, and excluding shift differential 
payments, bonuses, commissions, overtime pay, fringe benefits, living or other 
allowances, imputed life insurance and all other forms of special pay.
Compensation shall not, for Plan purposes, exceed the Maximum Compensation 
Limitation.

1.14  "Disability" or "Disabled" means the total and permanent physical or 
mental disability of an individual, evidenced by an inability to engage in any 
substantial gainful activity, as determined by the Employee Benefits 
Committee.

1.15  "Earnings" means the amount of income, gains and losses to be returned 
with any excess deferrals or excess contributions under Sections 3.07 or 3.08 
as determined in accordance with regulations prescribed by the Secretary of 
the Treasury under the provisions of Sections 402(g) and 401(k) of the Code.

1.16  "Effective Date" means August 5, 1995.

1.17  "Eligible Employee" means an Employee who is:

    (a)  A member of the Connecticut Union of Telephone Workers, Inc.;

    (b)  Not subject to the agreement between the Unregulated Conference 
Service and the Connecticut Union of Telephone Workers, Inc.; and

    (c)  Not a Leased Employee.

1.18  "Employee" means any person receiving compensation for services rendered 
to the Employer or an Affiliated Employer, which compensation is subject to 
withholding of income tax and/or for whom Social Security contributions are 
made by the Employer or an Affiliated Employer, including any Leased Employee 
but excluding any person who serves solely as a director or independent 
contractor.

1.19  "Employee Benefits Committee" means the committee appointed pursuant to 
Article 9.

1.20  "Employer" means the Company and any Affiliated Employer that is a party 
to the collective bargaining agreement with the Union.

1.21  "Enrollment Date" means the Effective Date and the first day of the 
first payroll period of any calendar month thereafter as of which an Employee 
who has met the Plan's eligibility requirements elects to commence 
participation in the Plan.

1.22  "ERISA" means the Employee Retirement Income Security Act of 1974, as 
amended from time to time.
1.23  "Highly Compensated Employee" means any Employee of the Employer or an 
Affiliated Employer (whether or not eligible for participation in the Plan) 
who satisfies one or more of the following criteria:

    (a)  During the current Plan Year or the preceding Plan Year, the Employee 
was at any time a 5% owner of the Employer or an Affiliated Employer.

    (b)  During the preceding Plan Year, the Employee received:

      (i)   Section 415 Compensation in excess of $75,000 multiplied by the 
Adjustment Factor;

      (ii)  Section 415 Compensation in excess of $50,000 multiplied by the 
Adjustment Factor and was among the highest 20% of Employees for that year 
when ranked by Section 415 Compensation paid for that year excluding, for 
purposes of determining the number of such Employees, such Employees as the 
Company may determine on a consistent basis pursuant to Section 414(q)(8) of 
the Code; or

      (iii) Section 415 Compensation greater than 50% of the dollar limitation 
on maximum benefits under Section 415(b)(1)(A) of the Code for such Plan Year 
and was at any time an officer of the Employer or an Affiliated Employer 
(subject to the limitations of Section 414(q)(5) of the Code).

    (c)  During the current Plan Year, the Employee meets the criteria under 
Section 1.23(b)(i), (ii) or (iii) and is one of the 100 highest-paid Employees 
of the Employer or an Affiliated Employer.

    (d)  A former Employee who separated from service prior to the current 
Plan Year and who was a 5 percent owner for either (i) the year he separated 
from service or (ii) any Plan Year ending on or after the date the Employee 
attains age 55.

    (e)  Notwithstanding the foregoing, Employees who are nonresident aliens 
and who receive no earned income from the Employer or an Affiliated Employer 
which constitutes income from sources within the United States shall be 
disregarded for all purposes of this Section 1.23.

    (f)  The Employee Benefits Committee may elect to determine the status of 
Highly Compensated Employees under the snapshot method described in IRS 
Revenue Procedure 93-42, and/or to the extent permitted under regulations, on 
a current calendar year basis.

    (g)  For purposes of this Section 1.23, Section 415 Compensation is 
modified to include Savings Plus Allotments and amounts contributed on behalf 
of a
Participant on a salary reduction basis to a cafeteria plan described in 
Section 125 of the Code.

    (h)  The provisions of this Section 1.23 shall be further subject to such 
additional requirements as shall be described in Section 414(q) of the Code 
and its applicable regulations, which shall override any aspects of this 
Section 1.23 inconsistent therewith.

1.24  "Hour of Service" means, with respect to an Employee for any applicable 
computation period:

    (a)  Each hour for which the Employee is paid or entitled to payment for 
the performance of duties for the Employer or an Affiliated Employer;

    (b)  Each hour for which the Employee is paid or entitled to payment by 
the Employer or an Affiliated Employer on account of a period during which no 
duties are performed, whether or not the employment relationship has 
terminated, due to vacation, holiday, illness, incapacity (including 
Disability), layoff, jury duty, military duty or Leave of Absence, but not 
more than 501 hours for any single continuous period;

    (c)  Each hour for which back pay, irrespective of mitigation of damages, 
is either awarded or agreed to by the Employer or an Affiliated Employer, 
excluding any hour credited under (a) or (b), which shall be credited to the 
computation period or periods to which the award, agreement or payment 
pertains, rather than to the computation period in which the award, agreement 
or payment is made; and

    (d)  Solely for purposes of determining whether the Employee has incurred 
a Break in Service under the Plan, each hour for which the Employee would 
normally be credited under paragraph (a) or (b) above during a period of 
Parental Leave but not more than 501 hours for any single continuous period.  
However, the number of hours credited to the Employee under this paragraph (d) 
during the computation period in which the Parental Leave began, when added to 
the hours credited to the Employee under paragraphs (a) through (c) above 
during that computation period, shall not exceed 501.  If the number of hours 
credited under this paragraph (d) for the computation period in which the 
Parental Leave began is zero, the provisions of this paragraph (d) shall apply 
as though the Parental Leave began in the immediately following computation 
period.

No hours shall be credited on account of any period during which the Employee 
performs no duties and receives payment solely for the purpose of complying 
with unemployment compensation, workers' compensation or disability insurance 
laws.  Hours of Service are also not required to be credited for a payment 
which solely reimburses an Employee for medical or medically related expenses 
incurred by the Employee.  The Hours of Service
credited shall be determined as required by Title 29 of the Code of Federal 
Regulations, Section 2530.200b-2(b) and (c).

1.25  "Investment Funds" means the separate funds, as authorized by the 
Company from time to time, in which contributions to the Plan may be invested 
in accordance with Article 4.

1.26  "Leased Employee" means any person (other than a person described in 
Section 414(n)(5) of the Code) who is not otherwise an Employee of the 
Employer or an Affiliated Employer and who provides services to the Employer 
or an Affiliated Employer (the "Recipient") if:

    (a)  Such services are provided pursuant to an agreement between the 
Recipient and a "leasing organization";

    (b)  Such person has performed such services for the Recipient (or the 
Recipient and the Employer or an Affiliated Employer) on a substantially full-
time basis for a period of at least one year; and

    (c)  Such services are of a type historically performed, in the business 
field of the Recipient, by Employees.

1.27  "Leave of Absence" means an absence authorized by the Company under its 
standard personnel practices as applied in a uniform and non-discriminatory 
manner to all persons similarly situated, including, without limitation, an 
absence for the birth, adoption or placement of a child, to care for a spouse 
or an immediate family member with a serious illness or for the Employee's own 
illness pursuant to the Family and Medical Leave Act of 1993 and its 
regulations.

1.28  "Matching Contributions Account" means the account into which shall be 
credited Company Matching Contributions made by the Employer on behalf of a 
Participant pursuant to Section 3.05 and assets transferred to the Plan on 
behalf of a Participant from his "Account" due to Company Matching 
Contributions under the Prior Plan, plus earnings on all of the foregoing.

1.29  "Maximum Compensation Limitation" means $150,000 per year.  If for any 
calendar year, the cost-of-living adjustment described in the following 
sentence is equal to or greater than $10,000, then the Maximum Compensation 
Limitation (as previously adjusted hereunder) for any Plan Year beginning in 
any subsequent calendar year shall be increased by the amount of such cost-of-
living adjustment, rounded to the next lowest multiple of $10,000.  The cost-
of-living adjustment shall equal the excess of (i) $150,000 increased by the 
adjustment made under Section 415(d) of the Code for the calendar year, except 
that the base period for purposes of Section 415(d)(1)(A) of the Code shall be 
the calendar quarter beginning October 1, 1993, over (ii) the Maximum 
Compensation Limitation in effect for the Plan Year beginning in the calendar 
year.
In determining a Participant's compensation for purposes of the Maximum 
Compensation Limitation, if any individual is a member of the family of a 5-
percent owner or of a Highly Compensated Employee who is in the group 
consisting of the 10 individuals paid the greatest compensation during the 
year, then (i) such individual shall not be considered as a separate employee 
and (ii) any compensation paid to such individual (and any applicable benefit 
on behalf of such individual) shall be treated as if it were paid to (or on 
behalf of) the 5-percent owner or Highly Compensated Employee; provided, 
however, that for purposes of this Section 1.29, the term "family" shall 
include only the Participant's spouse and any lineal descendants of the 
Participant who have not attained age 19 before the close of the year.  If, as 
a result of the application of the foregoing family aggregation rules, the 
Maximum Compensation Limitation is exceeded, then the limit shall be prorated 
among the affected individuals in proportion to each such individual's 
compensation as determined prior to the application of the Maximum 
Compensation Limitation.

1.30  "Non-Highly Compensated Employee" means an individual who is not a 
Highly Compensated Employee.

1.31  "Normal Retirement Age" means the date the Employee attains age 65.

1.32  "Parental Leave" means a period in which an Employee is absent from work 
immediately following his or her active employment due to  the Employee's 
pregnancy,  the birth of the Employee's child,  the placement of a child with 
the Employee in connection with the Employee's adoption of the child, or  the 
Employee's caring for the child for a period beginning immediately following 
the birth or placement for adoption.  Such a leave shall be subject to 
verification by the Employee Benefits Committee.

1.33  "Participant" means any person included for participation in the Plan as 
provided in Article 2 and who continues to be entitled to benefits under the 
Plan.

1.34  "Plan" means the CSC Outsourcing Inc. CUTW Hourly Savings Plan as set 
forth in this document, or as amended from time to time.

1.35  "Plan Administrator" means the Employee Benefits Committee.

1.36  "Plan Year" means the 12-month period beginning on any January 1.

1.37  "Prior Employer" means The Southern New England Telephone Company.

1.38  "Prior Plan" means the SNET Bargaining Unit Retirement Savings Plan.
1.39  "Qualified Domestic Relations Order" means a judgment, decree, or order 
issued by a court of competent jurisdiction which:

    (a)  Creates for, or assigns to, a spouse, former spouse, child or other 
dependent of a Participant the right to receive all or a portion of the 
Participant's benefits under the Plan for the purpose of providing child 
support, alimony payments or marital property rights to that spouse, former 
spouse, child or dependent;

    (b)  Is made pursuant to a State domestic relations law;

    (c)  Does not require the Plan to provide any type of benefit, or any 
option, not otherwise provided under the Plan; and

    (d)  Otherwise meets the requirements of Section 206(d) of ERISA as 
determined by the Employee Benefits Committee.

1.40  "Qualified Nonelective Contributions" means contributions which may be 
made by the Employer in accordance with Section 3.08(d)(ii).  The Qualified 
Nonelective Contributions shall be 100% nonforfeitable when made and shall be 
available for withdrawal pursuant to Section 7.03 and Article 8 only. 

1.41  "Regular Savings Account" means the account into which shall be credited 
a Participant's Regular Savings Allotments under the Plan and assets 
transferred to the Plan on behalf of the Participant from his "Account" due to 
Regular Savings Allotments under the Prior Plan, plus earnings on all of the 
foregoing.

1.42  "Regular Savings Allotments" means all amounts contributed on behalf of 
a Participant pursuant to Section 3.02.

1.43  "Rollover Contributions" means all amounts contributed by or on behalf 
of a Participant (or Eligible Employee) pursuant to Section 3.06.

1.44  "Rollover Contributions Account" means the account into which shall be 
credited the Rollover Contributions made by or on behalf of a Participant (or 
Eligible Employee) under the Plan pursuant to Section 3.06, together with 
assets transferred to the Plan on behalf of the Participant from his "Account" 
due to Rollover Contributions under the Prior Plan, plus earnings on all of 
the foregoing.

1.45  "Savings Plus Account" means the account into which shall be credited a 
Participant's Savings Plus Allotments under the Plan and assets transferred to 
the Plan on behalf of the Participant from his "Account" due to Savings Plus 
Allotments under the Prior Plan, plus earnings on all of the foregoing.
1.46  "Savings Plus Allotments" means all amounts contributed on behalf of a 
Participant pursuant to Section 3.01.

1.47  "Section 414(s) Compensation" means Section 415 Compensation.  However, 
upon direction of the Employee Benefits Committee, Section 414(s) Compensation 
for a Plan Year may be modified to exclude all or any portion of the items 
described in Section 1.414(s)-1(c)(3) of the Income Tax Regulations, include 
Savings Plus Allotments and amounts contributed on behalf of a Participant on 
a salary reduction basis to a cafeteria plan described in Section 125 of the 
Code, and/or exclude all or any portion of the items described in Section 
1.414(s)-1(d)(2)(ii) of the Income Tax Regulations.  Section 414(s) 
Compensation shall not exceed the Maximum Compensation Limitation.

1.48  "Section 415 Compensation" means wages, salaries, fees for professional 
services, and other amounts received (without regard to whether or not an 
amount is paid in cash) for personal services actually rendered in the course 
of employment with the Employer or an Affiliated Employer to the extent that 
the amounts are includible in gross income (including, but not limited to, 
commissions paid salespersons, compensation for services on the basis of a 
percentage of profits, commissions on insurance premiums, tips, bonuses, 
fringe benefits, reimbursements, and expense allowances), and excluding:

    (a)  Company contributions to the Plan or to any other plan of deferred 
compensation maintained by the Employer or an Affiliated Employer;

    (b)  Amounts realized from the exercise of a non-qualified stock option;

    (c)  Amounts realized when restricted stock is no longer subject to 
substantial risk of forfeiture;

    (d)  Amounts realized from the disposition of stock acquired under a 
qualified stock option; and

    (e)  Other amounts that receive special tax benefits.

1.49  "Spousal Consent" means written consent given by a Participant's spouse 
to an election made by the Participant of a specified form of benefit or a 
designation by the Participant of a specified Beneficiary other than the 
spouse.  That consent shall be duly witnessed by a Plan representative or 
notary public and shall acknowledge the effect on the spouse of the 
Participant's election.  The requirement for spousal consent may be waived by 
the Employee Benefits Committee if it is established to its satisfaction that 
there is no spouse, or that the spouse cannot be located, or because of such 
other circumstances as may be established by applicable law.  Spousal Consent 
shall be applicable only to the particular spouse who provides such consent.
1.50  "Trust" means the fund established by the Company to hold and invest the 
assets of the Plan.

1.51  "Trustee" means the bank, trust company or individuals selected by the 
Company to take custody of the assets of the Plan.

1.52  "Union" means the Connecticut Union of Telephone Workers, Inc.

1.53  "Valuation Date" means the last day of each calendar month.

1.54  "Vested Portion" means the portion of the Accounts in which the 
Participant has a nonforfeitable interest, as provided in Article 6.

1.55  "Year of Eligibility Service" means, with respect to an Employee, the 
twelve-month period beginning on the first date as of which the Employee is 
credited with an Hour of Service, and any anniversaries of that date, in which 
the Employee first completes at least 1,000 Hours of Service.  For purposes of 
this Section 1.55, an Employee shall be credited with 45 Hours of Service for 
each calendar week for which the Employee completes at least one Hour of 
Service.

Article 2  Eligibility and Participation

2.01  Eligibility

    (a)  Each Eligible Employee who is a participant in the Prior Plan on 
August 4, 1995, shall be a Participant in the Plan as of August 5, 1995.

    (b)  Each other Eligible Employee shall be eligible to become a 
Participant in the Plan provided that the Eligible Employee:

      (i)   Was a Participant in the Computer Sciences Corporation Matched 
Asset Plan; or

      (ii)  Has completed one Year of Eligibility Service.

2.02  Participation

An Employee who is eligible to become a Plan Participant in accordance with 
Section 2.01 shall become a Participant as of the first Enrollment Date after 
the date he files with the Employer, within the time period established by the 
Employee Benefits Committee, an enrollment form as prescribed by the Employee 
Benefits Committee which shall authorize the Employer to make Savings Plus 
Allotments and/or Regular Savings Allotments on his behalf in accordance with 
Section 3.01 or 3.02, respectively.
2.03  Reemployment of Former Employees and Former Participants

    (a)  Any person reemployed by the Employer as an Eligible Employee who was 
previously a Participant or who was previously eligible to become a 
Participant, shall be immediately eligible to become a Participant in the Plan 
upon the filing of an enrollment form in accordance with Section 2.02.

    (b)  Each other person reemployed by the Employer as an Eligible Employee 
shall be eligible to become a Participant in the Plan upon satisfying the 
requirements of Section 2.01(b) and the filing of an enrollment form in 
accordance with Section 2.02.

2.04  Transferred Participants

    (a)  A Participant who remains in the employ of the Employer or an 
Affiliated Employer, but ceases to be an Eligible Employee, shall continue to 
be a Participant in the Plan, but shall not be eligible to make Allotments or 
receive allocations of Company Matching Contributions while his employment 
status is other than as an Eligible Employee.

    (b)  An employee who transfers from a non-covered status or an Affiliated 
Employer and becomes an Eligible Employee shall be eligible to participate int 
he Plan on any Enrollment Date that coincides with or next follows (i) the 
date he completes a Year of Eligibility Service, or (ii) the date he becomes 
an Eligible Employee, whichever occurs later.

2.05  Termination of Participation

An Eligible Employee's participation in the Plan shall terminate on the date 
he terminates employment with the Employer and all Affiliated Employers unless 
the Participant is entitled to benefits under the Plan, in which event his 
participation shall terminate when those benefits are distributed to him.

Article 3  Contributions

3.01  Savings Plus Allotments

    (a)  A Participant may elect on his application filed in accordance with 
Section 2.02 to reduce his Compensation payable while he is a Participant by 
not less than 1% and not more than 16%, in multiples of 1%.  The Participant's 
election shall be effective as of the first day of the first payroll period in 
the month, or the second month if the Participant's application is not filed 
within the time prescribed by the Employee Benefits Committee, following the 
month in which the Participant files his application with the Employer.
(b)  The amount elected by a Participant in accordance with Section 
3.01(a) shall be contributed to the Plan by the Employer on behalf of the 
Participant as Savings Plus Allotments as of the next business day following 
the payroll date with respect to which such amounts are deferred.  The Savings 
Plus Allotments shall be credited to the Participant's Savings Plus Account.

3.02  Regular Savings Allotments

    (a)  A Participant may elect on his application filed in accordance with 
Section 2.02 to make after-tax Allotments under this Section 3.02 whether or 
not he has elected to have Savings Plus Allotments made on his behalf pursuant 
to Section 3.01.  The amount of Regular Savings Allotments shall be at least 
1% and not more than 16% of his Compensation while a Participant, in multiples 
of 1%; provided, however, if the Participant has made an election under 
Section 3.01, the maximum percentage of Compensation which the Participant may 
elect to contribute under this Section 3.02 shall be equal to the excess of 
16% over the percentage elected by the Participant under Section 3.01.  The 
Participant's election shall be effective as of the first day of the first 
payroll period in the month, or the second month if the Participant's 
application is not filed within the time prescribed by the Employee Benefits 
Committee, following the month in which the Participant files his application 
with the Employer.

    (b)  The Regular Savings Allotments of a Participant shall be made through 
payroll deductions and shall be paid to the Plan by the Employer on behalf of 
the Participant as of the next business day following the payroll date with 
respect to which such amounts are contributed.  The Regular Savings Allotments 
shall be credited to the Participant's Regular Savings Account.

3.03  Change in Contributions

The percentage of Compensation designated as Allotments by a Participant under 
Sections 3.01 and 3.02 shall automatically apply to increases and decreases in 
the Participant's Compensation.  Subject to the provisions of Sections 3.01 
and 3.02, a Participant may change the percentage of his authorized Allotments 
no more than once every calendar month by giving such advance notice as is 
required by the Employee Benefits Committee.  The changed percentage shall 
become effective as of the first day of a payroll period after the expiration 
of the notice period.
3.04  Suspension of Contributions

    (a)  A Participant may revoke his election under Sections 3.01 and 3.02 at 
any time by giving advance written notice of such intent as is required by the 
Employee Benefits Committee.  The revocation shall become effective as of the 
first day of the first payroll period of the month that follows receipt of the 
written notice.

    (b)  A Participant who has revoked his election under Sections 3.01 and 
3.02 may apply to the Employer to have his Allotments resumed in accordance 
with Sections 3.01 and 3.02 as of the first day of any payroll period 
following the one month anniversary of the revocation by giving advance 
written notice of such intent as is required by the Employee Benefits 
Committee.

3.05  Company Matching Contributions

    (a)  For each calendar month, the Employer shall contribute to the Plan, 
on behalf of each of the Participants who elected to make Allotments in an 
amount equal to 66 % of the first 1% to 6% of Compensation contributed by the 
Participant as Allotments for each such month.  The Company Matching 
Contributions shall be credited to Participants' Matching Contributions 
Accounts.

    (b)  Company Matching Contributions shall be made in the form of CSC 
Common Stock, plus cash for partial shares and shall be paid to the Plan 
within 10 business days of the payroll date with respect to which the 
Allotments are made.

3.06  Rollover Contributions

    (a)  With the permission of the Employee Benefits Committee and without 
regard to any limitations on contributions set forth in this Article 3, the 
Plan may receive from a Participant, or from an Eligible Employee who is not 
yet a Participant, in cash, any portion of:

      (i)   An "eligible rollover distribution," as defined in Section 
402(f)(2)(A) of the Code, paid to the Participant (or Eligible Employee) 
provided that the Participant (or Eligible Employee) pays over such amount to 
the Trustee on or before the 60th day after the day it was received by the 
Participant (or Eligible Employee);

      (ii)  An "eligible rollover distribution," as defined in Section 
402(f)(2)(A) of the Code, paid as a direct rollover to the Trustee on behalf 
of the Participant (or Eligible Employee) by a qualified trust or an annuity 
plan described in Section 403(a) of the Code; and
(iii) A distribution described in Section 408(d)(3)(A)(ii) of the Code 
(as modified by Section 408(d)(3)(D) of the Code) from a conduit individual 
retirement account or annuity paid to the Participant (or Eligible Employee) 
provided that the Participant (or Eligible Employee) pays over such amount to 
the Trustee on or before the 60th day after the day it was received by the 
Participant (or Eligible Employee).

    (b)  Notwithstanding Section 3.06(a), the Plan shall not accept any amount 
from a Participant (or Eligible Employee) unless such amount qualifies for 
rollover treatment in accordance with applicable law and the Participant (or 
Eligible Employee) provides evidence satisfactory to the Employee Benefits 
Committee that such amount qualifies for rollover treatment.  

    (c)  Upon approval by the Employee Benefits Committee, the amount 
transferred to the Plan by the Participant (or Eligible Employee) shall be 
deposited in the Trust by the Trustee and shall be credited to the 
Participant's (or Eligible Employee's) Rollover Contributions Account.  A 
Participant (or Eligible Employee) shall be 100% vested in his Rollover 
Contributions Account.  A Participant's (or Eligible Employee's) Rollover 
Contributions Account shall share in allocations of income, gains and losses 
from the Investment Funds, but shall not share in allocations of Company 
Matching Contributions.

    (d)  Upon a transfer described in this Section 3.06 by an Eligible 
Employee who is not a Participant, the Eligible Employee's Rollover 
Contributions Account shall represent his sole interest in the Plan until he 
becomes a Participant.

3.07  Section 402(g) Limitation on Savings Plus Allotments

    (a)  In no event shall the Participant's reduction in Compensation, and 
the corresponding Savings Plus Allotments made on his behalf by the Company, 
in any calendar year exceed $7,000 multiplied by the Adjustment Factor.

    (b)  If a Participant's Savings Plus Allotments in a calendar year reach 
the dollar limitation under Section 3.07(a), his election of Savings Plus 
Allotments for the remainder of the calendar year shall be canceled.  As of 
the first day of the first payroll period of the following calendar year, the 
Participant's election of Savings Plus Allotments shall again become effective 
in accordance with his previous election.

    (c)  If the sum of the Participant's Savings Plus Allotments and pre-tax 
contributions to any other defined contribution plan maintained by the 
Employer or an Affiliated Employer exceeds the dollar limitation described in 
Section 3.07(a) for any calendar year, the Participant shall be deemed to have 
requested, by the first
March 1 following the end of the calendar year, a distribution of the excess 
("Excess Deferrals") over such dollar limitation.  

    (d)  If a Participant makes pre-tax contributions under another qualified 
defined contribution plan, simplified employee pension plan or tax sheltered 
annuity maintained by an employer other than the Employer or an Affiliated 
Employer for any calendar year and those contributions when added to his 
Savings Plus Allotments under this Plan exceed the dollar limitation under 
Section 3.07(a) (or, with respect to the tax-sheltered annuity, $9,500) for 
that calendar year, the Participant may allocate all or a portion of such 
Excess Deferrals to the Plan.  The Participant must, however, notify the 
Employee Benefits Committee, in writing, by March 1 of the following calendar 
year, of the amount of the Excess Deferrals allocated to the Plan for such 
calendar year and request a distribution of such Excess Deferrals.

    (e)  In the event that a Participant has requested (or is deemed to have 
requested) a distribution of his Excess Deferrals under the Plan, the Excess 
Deferrals, together with Earnings thereon, shall be distributed to the 
Participant no later than the April 15 following the end of the calendar year 
in which the Excess Deferrals were made.  Notwithstanding the foregoing, the 
Savings Plus Allotments distributable to a Participant pursuant to this 
Section 3.07 shall be reduced by the amount of any Savings Plus Allotments 
previously distributed to the Participant pursuant to Section 3.08.

    (f)  In the event any Savings Plus Allotments returned under this Section 
3.07 were matched by Company Matching Contributions, such corresponding 
Company Matching Contributions, together with Earnings thereon, shall be 
forfeited and used to reduce future Company Matching Contributions.

3.08  Section 401(k) Limitation on Savings Plus Allotments (Actual Deferral 
Percentage Test)

    (a)  The Actual Deferral Percentage Test: The Actual Deferral Percentage 
for Highly Compensated Employees who are Participants or eligible to become 
Participants shall not exceed the Actual Deferral Percentage for all Non-
Highly Compensated Employees who are Participants or eligible to become 
Participants multiplied by 1.25. 

    (b)  The "Alternative Test": If the Actual Deferral Percentage for Highly 
Compensated Employees who are Participants or eligible to become Participants 
does not meet the test described in Section 3.08(a), the following 
"alternative test" shall be applied: the Actual Deferral Percentage for Highly 
Compensated Employees who are Participants or eligible to become Participants 
shall not exceed the lesser of:
(i)   The Actual Deferral Percentage for all Non-Highly Compensated 
Employees who are Participants or eligible to become Participants plus two 
percentage points; or

      (ii)  The Actual Deferral Percentage for all Non-Highly Compensated 
Employees who are Participants or eligible to become Participants multiplied 
by 2.0.

    (c)  If the Employee Benefits Committee determines that the limitations 
described in this Section 3.08 have been exceeded in any Plan Year, the 
Employee Benefits Committee shall determine the amount of "Excess 
Contributions" for each Participant who is a Highly Compensated Employee in 
the following manner: The Actual Deferral Ratio of the Highly Compensated 
Employee with the highest Actual Deferral Ratio shall be reduced to the extent 
necessary to meet the Actual Deferral Percentage test or to cause such Actual 
Deferral Ratio to equal the Actual Deferral Ratio of the Highly Compensated 
Employee with the next highest Actual Deferral Ratio.  This process will be 
repeated until the Actual Deferral Percentage test is passed.

    (d)  If, at the end of the Plan Year, a Participant or class of 
Participants has Excess Contributions (determined in accordance with Section 
3.08(c)), the Employee Benefits Committee may elect, at its discretion, to 
pursue one or more of the following courses of action:

      (i)   The Employee Benefits Committee may cause to be distributed any or 
all Excess Contributions, together with Earnings thereon, to the Participant.  
Such distribution shall be made before the close of the Plan Year following 
the Plan Year in which the Excess Contributions were made and, to the extent 
practicable, within 2 1/2 months of the close of the Plan Year in which the 
Excess Contributions were made.  However, any Excess Contributions for any 
Plan Year shall be reduced by any Savings Plus Allotments previously returned 
to the Participant under Section 3.07 for that Plan Year.  In the event any 
Savings Plus Allotments returned under this Section 3.08 were matched by 
Company Matching Contributions, such corresponding Company Matching 
Contributions, together with Earnings thereon, shall be forfeited and used to 
reduce future Company Matching Contributions.

      (ii)  The Company may make Qualified Nonelective Contributions on behalf 
of Participants who are Non-Highly Compensated Employees, or on behalf of a 
group of Participants which includes all Participants who are Non-Highly 
Compensated Employees, which contributions shall be (A) credited to the 
Savings Plus Accounts (or such separate accounts or subaccounts as the 
Employee Benefits Committee may deem necessary to establish) of the affected 
Participants and (B) included in the calculation of the Actual Deferral Ratio 
of the affected Participants.
(e)  The Employee Benefits Committee may implement rules limiting Savings 
Plus Allotments that may be made on behalf of any Participant or class of 
Participants so that the provisions of this Section 3.08 are satisfied.

3.09  Additional Discrimination Testing Provisions

    (a)  If any Highly Compensated Employee is either (i) a 5% owner, or (ii) 
one of the 10 highest-paid Highly Compensated Employees, then any benefit or 
contribution paid to or made on behalf of any member of his "family" shall be 
deemed paid to or made on behalf of such Highly Compensated Employee for 
purposes of Section 3.08 to the extent required under regulations prescribed 
by the Secretary of the Treasury or his delegate under Sections 401(k) and 
401(m) of the Code.  The contributions required to be aggregated pursuant to 
the preceding sentence shall be disregarded in determining the Actual Deferral 
Percentage and Actual Contribution Percentage for the group of Non-Highly 
Compensated Employees for purposes of Section 3.08.  Any return of Excess 
Contributions required under Section 3.08 with respect to the family group 
shall be made by allocating the Excess Contributions among the Highly 
Compensated Employee and the members of his family in proportion to the 
contributions made by or on behalf of each family member that is combined.  
For purposes of this paragraph, the term "family" means, with respect to any 
Employee, such Employee's spouse, lineal ascendants and descendants, and 
spouses of such lineal ascendants and descendants.

    (b)  If any Highly Compensated Employee is a participant of another 
qualified plan of the Employer or an Affiliated Employer, other than an 
employee stock ownership plan as described in Section 4975(e)(7) of the Code, 
under which deferred cash contributions or matching contributions are made on 
behalf of the Highly Compensated Employee or under which the Highly 
Compensated Employee makes after-tax contributions, the Employee Benefits 
Committee shall implement rules, which shall be uniformly applicable to all 
Employees similarly situated, to take into account all such contributions for 
the Highly Compensated Employee under all such plans in applying the 
limitations of Section 3.08.

3.10  Maximum Annual Additions Limitation

In accordance with the provisions of Appendix A attached hereto, the "Annual 
Additions" (as defined in Appendix A) to a Participant's Accounts for any Plan 
Year, when added to the Participant's Annual Additions for that Plan Year 
under any other qualified plan of the Employer or an Affiliated Employer, 
shall not exceed an amount which is equal to the lesser of (i) 25% of his 
Section 415 Compensation for that Plan Year or (ii) $30,000 multiplied by the 
Adjustment Factor.
3.11  Return of Contributions

Except as provided below, at no time shall any contributions (or portions 
thereof) revert to the Employer prior to discharge of all liabilities under 
the Plan.

    (a)  The Employer's contributions to the Plan are conditioned upon Section 
404 of the Code.  If all or part of the Employer's deductions under Section 
404 of the Code for contributions to the Plan are disallowed by the Internal 
Revenue Service, the portion of the contributions to which that disallowance 
applies shall be returned to the Employer without interest but reduced by any 
investment loss attributable to those contributions.  The return shall be made 
within one year after the disallowance of the deduction.

    (b)  The Employer may recover, without interest, the amount of its 
contributions to the Plan made on account of a mistake of fact, reduced by any 
investment loss attributable to those contributions, if recovery is made 
within one year after the date of those contributions.

    (c)  In the event that Savings Plus Allotments made under Section 3.01 are 
returned to the Employer in accordance with the provisions of this Section 
3.11, the elections to reduce Compensation which were made by Participants on 
whose behalf those contributions were made shall be void retroactively to the 
beginning of the period for which those contributions were made.  The Savings 
Plus Allotments so returned shall be distributed in cash to those Participants 
for whom those contributions were made.

Article 4  Investment of Contributions

4.01  Investment of Participants' Prior Plan Accounts

    (a)  As of the Effective Date, a Participant may elect to allocate his 
"Account" under the Prior Plan among the Investment Funds in multiples of 1% 
by giving such advance notice as may be required by the Employee Benefits 
Committee.

    (b)  If a Participant fails to make the election described in Section 
4.01(a), his "Account" under the Prior Plan shall be invested in the 
Investment Fund which the Employee Benefits Committee determines to be the 
most conservative of the Investment Funds.
4.02  Investment of Participants' Allotments

    (a)  A Participant may elect to invest his Allotments in one or more 
Investment Funds by delivering an election form to the Employee Benefits 
Committee, in accordance with rules established by the Employee Benefits 
Committee and in accordance with the following:

      (i)   Investment among the Investment Funds shall be in 1% increments; 
and

      (ii)  In the event that the Participant fails to make an investment 
election with respect to his Allotments, such Allotments shall be invested in 
the Investment Fund which the Employee Benefits Committee determines to be the 
most conservative of the Investment Funds.

    (b)  When a Participant originally makes a Rollover Contribution, he shall 
generally make a separate investment election with respect to such 
contribution.  If he fails to make such an election at the time of 
contribution, his Rollover Contribution shall be invested in accordance with 
his most recent election applicable to his Allotments or, if none, in 
accordance with Section 4.02(a)(ii).

4.03  Investment Changes

    (a)  By delivering an election form to the Employer, in accordance with 
rules established by the Employee Benefits Committee, a Participant may elect, 
in accordance with Section 4.02, to change his election with respect to the 
investment of subsequent Allotments to the Plan as of the first day of the 
first payroll period in the month, or the second month if the Participant's 
election form is not filed within the time prescribed by the Employee Benefits 
Committee, following the month in which the Participant files his election 
form with the Employer.

    (b)  By delivering an election form to the Employee Benefits Committee, in 
accordance with rules established by the Employee Benefits Committee, a 
Participant may elect to reallocate his Accounts (except for his Matching 
Contributions Account) among one or more Investment Funds in multiples of 1% 
effective as of the first day of the month, or the second month if the 
Participant's election form is not filed within the time prescribed by the 
Employee Benefits Committee, following the month in which the Participant 
files his election form with the Employer.

    (c)  Notwithstanding the provisions of Section 4.04(b), a Participant may 
elect to reallocate his Matching Contributions Account among one or more 
Investment Funds in multiples of 1% effective as of the first day of the 
month, or the second month if the Participant's election form is not filed 
within the time prescribed by
the Employee Benefits Committee, following the month in which the Participant 
files his election form with the Employer, provided that:

      (i)   He has attained age 59 1/2; or

      (ii)  He has attained age 55 and has participated in the Plan and/or the 
Prior Plan for at least five years.

4.04  Responsibility for Investments

Each Participant is solely responsible for the selection of his investment 
options.  The Trustee, the Employee Benefits Committee, the Company and the 
officers, supervisors and other employees of the Company are not empowered to 
advise a Participant as to the manner in which his Accounts shall be invested.  
The fact that an Investment Fund is available to Participants for investment 
under the Plan shall not be construed as a recommendation for investment in 
that Investment Fund.

Article 5  Valuation of Accounts

5.01  Valuation of the Investment Funds

The Trustee shall value the Investment Funds on a monthly basis.  On each 
Valuation Date there shall be allocated to the Accounts of each Participant 
his proportionate share of the increase or decrease in the fair market value 
of his Accounts in each of the Investment Funds, in a manner determined by the 
Employee Benefits Committee.  Whenever an event requires a determination of 
the value of the Participant's Accounts, the value shall be computed as of the 
Valuation Date coincident with or immediately following the date of 
determination, subject to the provisions of Section 5.02.

5.02  Discretionary Power of the Employee Benefits Committee

The Employee Benefits Committee reserves the right to change from time to time 
the procedures used in valuing the Accounts or crediting (or debiting) the 
Accounts if it feels, after due deliberation and upon the advice of counsel 
and/or the current recordkeeper, that such an action is justified in that it 
results in a more accurate reflection of the fair market value of assets.  In 
the event of a conflict between the provisions of this Article and such new 
administrative procedures, those new administrative procedures shall prevail.
5.03  Statement of Accounts

Each Participant shall be furnished, at least once per year, with a statement 
setting forth the value of his Accounts and the Vested Portion of his 
Accounts.

Article 6  Vested Portion of Accounts

6.01  Savings Plus, Regular Savings, Matching Contributions and Rollover 
Contributions Accounts.

A Participant shall at all times be 100% vested in, and have a nonforfeitable 
right to his Savings Plus Account, Regular Savings Account, Matching 
Contributions Account and Rollover Contributions Account.

Article 7  Withdrawals While Still Employed

7.01  Procedures and Restrictions

    (a)  To request a withdrawal described in Section 7.02, 7.03, or 7.04, a 
Participant shall give such advance written notice as may be required by the 
Employee Benefits Committee.

    (b)  Payment of withdrawal amounts shall be made as soon as practicable 
after the Valuation Date next following the expiration of the notice period.

    (c)  A Participant may request an unlimited number of withdrawals during a 
Plan Year.

    (d)  The amount of a Participant's withdrawal request must be at least 
$500.

    (e)  All withdrawals are payable pro rata from the investment funds 
(including the CSC Stock Fund) in which the Participant's Accounts are 
invested.

    (f)  According the Participant's election, withdrawals under Section 7.02 
or 7.03, shall be payable either in cash or, to the extent invested in the CSC 
Stock Fund, a combination of CSC Common Stock and cash.  Withdrawals under 
Section 7.04 shall be payable in cash only.

7.02  Regular Withdrawals

A Participant may elect at any time to withdraw all or a part of the Vested 
Portion of his Accounts attributable to the following sources in the following 
order:

    (a)  Regular Savings Account; then
(b)  Rollover Contributions Account; then

    (c)  Provided that the Participant has participated in the Plan and/or the 
Prior Plan for at least five years, Matching Contributions Account.

In the event the Participant makes a withdrawal in accordance with this 
Section 7.02, the Participant's Allotments shall be suspended for a period of 
three months.  Following a period of suspension, a Participant's Allotments 
shall automatically resume as of the first day of the first payroll period 
following such suspension period and shall be based on the Participant's 
election in effect immediately prior to the withdrawal request.

7.03  Age 59 1/2 Withdrawals

If the Participant has attained at least age 59 1/2, he may elect at any time  
withdraw all or a part of the vested portion of his Accounts in the following 
order:

    (a)  Regular Savings Account; then

    (b)  Rollover Contributions Account; then

    (c)  Matching Contributions Account; then

    (d)  Savings Plus Account.

7.04  Hardship Withdrawals

    (a)  A Participant who can demonstrate compliance with the requirements of 
Section 7.04(b) may elect to withdraw all or a part of the Vested Portion of 
his Accounts in the following order:

      (i)   Regular Savings Account; then

      (ii)  Rollover Contributions Account; then

      (iii) Matching Contributions Account; then

      (iv)  Savings Plus Account and net earnings through December 31, 1988.

    (b)  A Participant may request a hardship withdrawal of the amounts 
described in Section 7.04(a) provided that the Participant complies with the 
following:
(i)   He has an immediate and heavy financial need as determined by the 
Employee Benefits Committee, and requests withdrawal from his Accounts of no 
more than is necessary to satisfy such need.

      (ii)  The distribution is necessary to satisfy the Participant's 
immediate and heavy financial need (including taxes and penalties reasonably 
anticipated from the distribution).  To meet this requirement, the Participant 
shall submit to the Employer a signed statement indicating that he does not 
have other resources reasonably available to satisfy the need (and the 
Employer may reasonably rely on such signed representation).  The following 
must not be available to the Participant in order for this condition to be 
satisfied:

        (A)  Reimbursement or compensation through insurance or otherwise;

        (B)  Other assets of the Participant available for liquidation, 
provided that the liquidation of such assets would not itself cause an 
immediate and heavy financial need;

        (C)  Continuation of Allotments under the Plan (such contributions 
must be discontinued if necessary to meet the need);

        (D)  Distributions or nontaxable loans from any qualified plan or the 
opportunity to borrow from commercial sources on reasonable commercial terms; 
or

        (E)  Assets of the Participant's spouse or minor children which are 
reasonably available to the Participant to meet the immediate and heavy 
financial need.

7.05  Participant Loans

    (a)  A Participant who is an Eligible Employee may borrow, subject to the 
provisions of this Section 7.05 and the loan rules that are considered to be 
part of the Plan, an amount from the Plan, which when added to the outstanding 
balance of all other loans to the Participant from the Plan and all other 
qualified plans maintained by the Employer or an Affiliated Employer, does not 
exceed the lesser of:

      (i)   $50,000 reduced by the excess, if any, of (A) the highest 
outstanding balance of loans to the Participant from the Plan and all other 
qualified plans maintained by the Employer or an Affiliated Employer during 
the one-year period ending on the day before the new loan is granted, over (B) 
the outstanding balance of such loans to the Participant on the day the new 
loan is granted; or
(ii)  50% of the Participant's Vested Portion of his Accounts determined 
as of the Valuation Date coincident with or immediately preceding the day 
before the new loan is granted.

    (b)  A Participant's loan shall be in $100.00 increments and shall not be 
for less than $500.

    (c)  A Participant may have up to three loans outstanding at any time as 
follows:

      (i)   Up to two general purpose loans, and

      (ii)  Up to one residential loan used for the purchase of the 
Participant's primary residence.

    (d)  In addition to such rules and regulations as the Employee Benefits 
Committee may adopt, all loans shall comply with the following additional 
requirements:

      (i)   The Participant shall make an application for a loan in writing to 
the Employer In making its determination with respect to granting the loan, 
the Employer shall look only to the adequacy of the Vested Portion of the 
Participant's Accounts.

      (ii)  Each loan shall be evidenced by a promissory note payable to the 
Plan.

      (iii) Each loan shall be secured by the balance in the Participant's 
Accounts.

      (iv)  The interest rate to be charged on loans shall be determined at 
the time of the loan application and shall be one percent above the prime rate 
as reported in the Wall Street Journal for the last business day of the 
calendar month preceding the calendar quarter end preceding the month in which 
the loan is granted.

      (v)   The period of repayment for any loan shall be arrived at by mutual 
agreement between the Employer and the Participant, but that period shall not 
be for the less than 3 years and shall not exceed (i) 15 years in the case of 
a loan used in conjunction with the purchase of the principal residence of the 
Participant, or (ii) 4 years in the case of any other loan.

      (vi)  Each loan shall require substantially level amortization over the 
term of the loan, with payments to be made as of each payroll period.

      (vii) For active Participants, payments of principal and interest shall 
be made by payroll deduction.  For all other Participants, payments of 
principal and interest shall be made by check or money order.
(viii) A loan may be prepaid in full as of any date without penalty.

    (e)  The amount of the loan shall be transferred pro rata from the 
Investment Funds in which the Participant's Accounts are invested to a special 
"Loan Fund" established for the Participant under the Plan.  After 
distribution of the loan proceeds to the Participant, the Loan Fund shall 
consist solely of the promissory note securing the Participant's loan.  All 
principal and interest loan repayments made by the Participant shall be 
invested in the Investment Funds then designated by the Participant in 
accordance with Section 4.02.  The investment gain or loss of the Loan Fund 
(including any gain or loss attributable to repayments or default) shall not 
be included in the calculation or allocation of the increase or decrease in 
the fair market value of the other assets of the Plan.  The entire gain or 
loss of the Loan Fund shall be allocated to the Accounts of the Participant.

    (f)  All loans shall become due and payable as of (i) the Valuation Date 
coinciding with or immediately following the date the Participant ceases to be 
an Employee, or (ii) the date the Plan is terminated.

    (g)  All loans shall be treated as in default and shall become immediately 
due and payable if the Participant's repayment is more than 90 days 
delinquent.  In such event, the Plan may execute upon its security interest in 
the Participant's Accounts under the Plan to satisfy the debt.  The Plan shall 
not, however, levy against any portion of the Participant's Accounts until 
such time as a distribution of such Accounts could otherwise be made under the 
terms of the Code and applicable regulations.

    (h)  The Plan Administrator shall adopt, and amend from time to time, any 
additional rules or restrictions that the Employee Benefits Committee deems 
necessary to implement and administer the loan program.  All such rules and 
restrictions shall be in writing and shall be communicated to Participants.  
Such documentation is incorporated by reference.

Article 8  Distribution of Accounts Upon Termination Of Employment

8.01  Eligibility

Upon a Participant's termination of employment the Vested Portion of his 
Accounts, as determined under Article 6, shall be distributed as provided in 
this Article.

8.02  Amount of Distribution

Upon his termination, a Participant shall be entitled to the Vested Portion of 
his Accounts determined as of the Valuation Date coincident with or 
immediately following his date of termination.  However, if distribution is 
deferred in accordance with Section 8.06, the
Participant or Beneficiary, as applicable, shall receive the Vested Portion of 
the Participant's Accounts determined as of such later Valuation Date 
immediately preceding distribution.

8.03  Form of Distribution

    (a)  Distribution of the Vested Portion of a Participant's Accounts shall 
be made in the form of a lump sum payment.

    (b)  Notwithstanding Section 8.03(a), if a Participant terminates 
employment with his Employer due to Disability or after he is eligible for an 
immediate retirement benefit under the CSC Outsourcing Inc. CUTW Hourly 
Retirement Plan and the value of the Vested Portion of the Participant's 
Accounts exceeds $3,500, the Participant may request that the Vested Portion 
of his Accounts be distributed in one of the following forms of payment:

      (i)   A single lump sum payment;

      (ii)  Annual installment payments not to exceed the life expectancy of 
the Participant; however, at any time the Participant may request that the 
balance in his Accounts be paid in a single lump sum payment; or

      (iii) A joint and survivor annuity in accordance with Section 8.04.

    (c)  In the event the Participant elects a distribution in accordance with 
either Section 8.03(b)(i) or 8.03(b)(ii), he may elect to receive the portion 
of his Accounts invested in the CSC Stock Fund in whole shares of CSC Stock 
(with the value of any fractional share and uninvested cash paid in cash).

8.04  Election of Annuity Form of Distribution

If a Participant elects, in accordance with Section 8.03, to receive a 
distribution of the Vested Portion of his Accounts in the form of a joint and 
survivor annuity, the provisions of this Section 8.04 shall apply.

    (a)  Unless a married Participant elects otherwise, the Vested Portion of 
his Accounts shall be payable in the form of a qualified joint and 50% 
survivor annuity.  Such annuity shall provide a monthly pension for the life 
of both the Participant and the spouse of the Participant.  If the Participant 
dies first, the monthly pension payable to the Participant's spouse shall be 
equal to 50% of the monthly pension payable to the Participant.

    (b)  Unless an unmarried Participant elects otherwise, the Vested Portion 
of his Accounts shall be payable in the form of a single life annuity.
(c)  The Employer shall furnish to each Participant (or Beneficiary) no 
less than 30 days and no more than 90 days before the Participant's annuity 
commencement date, a written explanation in nontechnical language of the terms 
and conditions of the annuity provided under this Section 8.04, the financial 
effect upon the Participant (or Beneficiary) of making an election under this 
Section 8.04 to receive an annuity in lieu of a single lump sum payment, the 
requirement for Spousal Consent (where applicable), and the right of the 
Participant (or Beneficiary) to make and to revoke an election of an annuity 
form of benefit.  An election of an annuity form of benefit shall be made on a 
form provided by the Employer, and may be made after the information described 
in this Section 8.04(d) is furnished to the Participant (or Beneficiary) and 
during the 90-day election period preceding the Participant's (or 
Beneficiary's) annuity commencement date.

    (d)  An election of an annuity form of benefit may be revoked on a form 
provided by the Employer, and subsequent elections and revocations may be made 
at any time and from time to time during the applicable election period.  An 
election of an annuity form of benefit shall be effective on the Participant's 
(or Beneficiary's) annuity commencement date.  A revocation of any election 
shall be effective when the completed form is filed with the Employer.  If a 
Participant who has elected an annuity form of benefit dies before the date 
the election becomes effective, the election shall be revoked.

    (e)  If a Participant elects an annuity form of benefit, the Employer 
shall direct the Trustee to provide the annuity form of benefit by purchasing 
a single premium annuity contract from an insurance company.  Such annuity 
contract may either be held by the Trustee as owner or as a non-transferable 
annuity contract which may be distributed to the Participant, his surviving 
spouse or Beneficiary in complete satisfaction of the benefits above provided 
and in full discharge of all liability of the Employer and Trustee hereunder.

8.05  Method of Payment for Eligible Rollover Distributions

    (a)  Notwithstanding any provision of the Plan to the contrary, if a 
Distributee is entitled to receive an Eligible Rollover Distribution which 
exceeds $200, the Distributee may elect, at the time and in the manner 
prescribed by the Employee Benefits Committee, and in accordance with this 
Section 8.05, to have his Eligible Rollover Distribution paid in accordance 
with one of the following methods:

      (i)   All of the Eligible Rollover distribution shall be paid directly 
to the Distributee; 

      (ii)  All of the Eligible Rollover Distribution shall be paid as a 
Direct Rollover to the Eligible Retirement Plan designated by the Distributee; 
or
(iii) The portion of the Eligible Rollover Distribution designated by 
the Participant, which portion shall be at least $500, shall be paid as a 
Direct Rollover to the Eligible Retirement Plan designated by the Distributee 
and the balance of the Eligible Rollover Distribution shall be paid directly 
to the Distributee.

    (b)  No less than 30 days and no more than 90 days prior to the 
Distributee's Plan benefit commencement date, the Employer shall provide the 
Distributee with an election form and a notice that satisfies the requirements 
of Section 1.411(a)-11(c) of the Income Tax Regulations and Section 402(f) of 
the Code.  In the event the Distributee does not return the signed election 
form by his Plan benefit commencement date, he shall be deemed to have elected 
the method of payment described in Section 8.05(a)(i).

    (c)  Notwithstanding the provisions of Section 8.05(b), distributions paid 
in accordance with Section 8.05(a) may commence less than 30 days after the 
material described in Section 8.05(b) is given to the Distributee provided 
that:

      (i)   The Distributee is notified that he has the right to a period of 
at least 30 days after receipt of the material to consider whether or not to 
elect a distribution; and

      (ii)  After receipt of such notification, he affirmatively elects to 
receive a distribution.

    (d)  The following definitions apply to the terms used in this Section 
8.05:

      (i)   "Eligible Rollover Distribution" means any distribution of all or 
any portion of the balance to the credit of the Distributee, except that an 
Eligible Rollover Distribution does not include:

        (A)  Any distribution that is one of a series of substantially equal 
periodic payments (not less frequently than annually) made for the life (or 
life expectancy) of the Distributee or the joint lives (or joint life 
expectancies) of the Distributee and the Distributee's designated beneficiary, 
or for a specified period of ten years or more;

        (B)  Any distribution to the extent such distribution is required 
under Section 401(a)(9) of the Code;

        (C)  The portion of any distribution that is not includible in gross 
income (determined without regard to the exclusion for net unrealized 
appreciation with respect to employer securities); and
(D)  Any other type of distribution that the Internal Revenue Service 
announces (pursuant to regulation, notice or otherwise) is not an Eligible 
Rollover Distribution pursuant to Section 402(c) of the Code.

      (ii)  "Eligible Retirement Plan" means an individual retirement account 
described in Section 408(a) of the Code, an individual retirement annuity 
described in Section 408(b) of the Code, an annuity plan described in Section 
403(a) of the Code, or a qualified trust described in Section 401(a) of the 
Code, that accepts the Distributee's Eligible Rollover Distribution.  However, 
in the case of an Eligible Rollover Distribution to the surviving spouse, an 
Eligible Retirement Plan is an individual retirement account or individual 
retirement annuity.

      (iii) "Distributee" includes an Employee or former Employee.  In 
addition, the Employee's or former Employee's surviving spouse and the 
Employee's or former Employee's spouse or former spouse who is the "alternate 
payee," as defined in Section 414(p)(8) of the Code, pursuant to a Qualified 
Domestic Relations Order are Distributees with regard to the interest of the 
spouse or former spouse.

      (iv)  "Direct Rollover" means a payment by the Plan to the Eligible 
Retirement Plan specified by the Distributee.

8.06  Timing of Distribution

    (a)  In the event that the value of the Vested Portion of the 
Participant's Accounts does not exceed $3,500 as of the Valuation Date 
coincident with or immediately following the Participant's termination of 
employment, distribution or commencement of distribution of the Vested Portion 
of the Participant's Accounts shall be made as soon as administratively 
practicable following the Participant's termination of employment.

    (b)  In the event that the value of the Vested Portion of the 
Participant's Accounts is more than $3,500 as of the Valuation Date coincident 
with or immediately following the Participant's termination of employment, 
payment of his distribution shall automatically be delayed to the date that 
the Participant attains Normal Retirement Age.  Notwithstanding the foregoing, 
a Participant may, in accordance with such procedures as the Employee Benefits 
Committee prescribes, elect to have the distribution of the Vested Portion of 
his Accounts made or commence as of any Valuation Date coincident with or 
following his termination of employment and coincident with or before the date 
that the Participant attains Normal Retirement Age.

    (c)  Upon the Participant's death prior to commencement of benefits, his 
Beneficiary may elect to commence distribution as soon as administratively 
feasible after any
Valuation Date that next follows the Participant's date of death but in no 
event later than either Section 8.06(c)(i) or 8.06(c)(ii):

      (i)   If the Beneficiary is not the Participant's spouse, the December 
31 of the calendar year following the calendar year in which the Participant 
dies; or

      (ii)  If the Beneficiary is the Participant's spouse, the later of the 
December 31 of the calendar year in which the Participant would have attained 
age 70 1/2 or the December 31 following the calendar year in which the 
Participant dies.

Notwithstanding the foregoing, in the event the Participant has no surviving 
spouse and no designated Beneficiary, distribution of the Participant's 
Accounts must be made on or before the December 31 of the fifth full calendar 
year following the Participant's death.

    (d)  (i)   Notwithstanding any provision of the Plan to the contrary, 
unless the Participant elects otherwise, in no event can distribution of the 
Vested Portion of a Participant's Accounts occur later than 60 days after the 
close of the Plan Year in which occurs the later of (i) the Participant's 
termination of employment, or (ii) the 65th anniversary of the Participant's 
birth.

      (ii)  In no event shall distribution of a Participant's Accounts begin 
later than the April 1 following the calendar year in which he attains age 
seventy and one-half (70-1/2).  If, however, the Participant attains age 
seventy and one-half (70-1/2) prior to January 1, 1988, and does not at any 
time after he attains age sixty-six and one-half (66-1/2) own a five percent 
(5%) or more interest in the Employer or an Affiliated Employer, the 
Participant may delay distribution of his benefits until his actual 
retirement.

    (e)  Notwithstanding any provision of the Plan to the contrary, all Plan 
distributions shall conform to the regulations issued under Section 401(a)(9) 
of the Code, including the incidental death benefit provisions of Section 
401(a)(9)(G) of the Code.  Further, such regulations shall override any Plan 
provision that is inconsistent with Section 401(a)(9) of the Code.  

8.07  Status of Accounts Pending Distribution

In the event that distribution of the Vested Portion of a Participant's 
Accounts are delayed in accordance with Section 8.06, such Accounts shall be 
invested in the Investment Funds last designated by the Participant in 
accordance with Section 4.02 or 4.03.  A Participant, or Beneficiary in the 
event of the Participant's death, may elect to reallocate the Participant's 
Accounts among the Investment Funds, in multiples of 1%, in accordance with 
Section 4.03(b).
Article 9.  Administration of the Plan

9.01  Appointment of Employee Benefits Committee 

The general administration of the Plan and the responsibility for carrying out 
the provisions of the Plan shall be placed in the Employee Benefits Committee 
appointed by the Board of Directors to serve at the pleasure of the Company.  
The Employee Benefits Committee shall be composed of at least 3 members.  Any 
person appointed a member of the Employee Benefits Committee shall signify his 
acceptance by filing written acceptance with the Company.  Any member of the 
Employee Benefits Committee may resign by delivering his written resignation 
to the Company.

9.02  Duties of Employee Benefits Committee 

The members of the Employee Benefits Committee (i) shall elect a chairperson 
from their number and a secretary who may be, but need not be, one of the 
members of the Employee Benefits Committee; (ii) may appoint from their number 
such subcommittees with such powers as they shall determine; (iii) may 
authorize one or more of their number or any agent to execute or deliver any 
instrument or make any payment on their behalf; (iv) may retain counsel, 
employ agents and provide for such clerical, accounting, actuarial and 
consulting services as they may require in carrying out the provisions of the 
Plan; and (v) may allocate among themselves or delegate to other persons all 
or such portion of their duties under the Plan, other than those granted to 
the Trustee under the trust instrument adopted for use in implementing the 
Plan, as they, in their sole discretion, shall decide.

9.03  Meetings 

The Employee Benefits Committee shall hold meetings upon such notice, at such 
place or places, and at such time or times as the members of the Employee 
Benefits Committee may from time to time determine.

9.04  Action of Majority 

Any act which the Plan authorizes or requires of the Employee Benefits 
Committee shall be done by a majority of its members.  The action of that 
majority expressed from time to time by a vote at a meeting or in writing 
without a meeting shall constitute the action of the Employee Benefits 
Committee and shall have the same effect for all purposes as if assented to by 
all members of the Employee Benefits Committee at the time in office.

9.05  Compensation and Bonding 

No member of the Employee Benefits Committee shall receive any compensation 
from the Plan for his services as such.  The Company shall purchase such bonds 
as may be required under ERISA.
9.06  Establishment of Rules 

Subject to the limitations of the Plan, the Employee Benefits Committee shall 
prescribe such forms, make such rules, regulations, interpretations and 
computations, and shall take such other action to administer the Plan, as it 
may deem appropriate.  In administering the Plan, the Employee Benefits 
Committee shall act in a uniform and nondiscriminatory manner and in full 
accordance with any and all laws applicable to the Plan.

9.07  Manner of Administering 

The Employee Benefits Committee shall have the sole and complete discretion to 
interpret and administer the terms of the Plan and to determine eligibility 
for benefits and the amount of any such benefits pursuant to the terms of the 
Plan, and in so doing the Employee Benefits Committee may correct defects, 
supply omissions and reconcile inconsistencies to the extent necessary to 
effectuate the Plan, and such actions shall be binding and conclusive on all 
persons.

9.08  Prudent Conduct 

The members of the Employee Benefits Committee shall use that degree of care, 
skill, prudence and diligence that a prudent person acting in a like capacity 
and familiar with such matters would use in a similar situation.

9.09  Service In More Than One Fiduciary Capacity 

Any individual, entity or group of persons may serve in more than one 
fiduciary capacity with respect to the Plan and/or the funds of the Plan.

9.10  Limitation of Liability 

The Employer, the members of the Board of Directors, the members of the 
Employee Benefits Committee, and any officer, employee or agent of the 
Employer shall not incur any liability individually or on behalf of any other 
individuals or on behalf of the Employer for any act, or failure to act, made 
in good faith in relation to the Plan or the funds of the Plan.  However, this 
limitation shall not act to relieve any such individual or the Employer from a 
responsibility or liability for any fiduciary responsibility, obligation or 
duty under Part 4, Title I of ERISA.

9.11  Indemnification 

The members of the Employee Benefits Committee, members of the Board of 
Directors, officers, employees and agents of the Employer shall be indemnified 
against any and all liabilities arising by reason of any act, or failure to 
act, in relation to the Plan or the funds
of the Plan, including, without limitation, expenses reasonably incurred in 
the defense of any claim relating to the Plan or the funds of the Plan, and 
amounts paid in any compromise or settlement relating to the Plan or the funds 
of the Plan, except for willful and intentional actions or failures to act.  
The foregoing indemnification shall be from the funds of the Plan to the 
extent of those funds and to the extent permitted under applicable law; 
otherwise from the assets of the Employer.

9.12  Expenses of Administration 

All expenses that arise in connection with the administration of the Plan, 
including but not limited to the compensation of the Trustee, administrative 
expenses and proper charges and disbursements of the Trustee and compensation 
and other expenses and charges of any enrolled actuary, counsel, accountant, 
specialist, or other person who has been retained by the Employee Benefits 
Committee in connection with the administration thereof, shall be paid from 
the Trust to the extent not paid by the Employer.

9.13  Claims and Review Procedures 

    (a)  Applications for benefits and inquiries concerning the Plan (or 
concerning present or future rights to benefits under the Plan) shall be 
submitted to the Employee Benefits Committee in writing.  An application for 
benefits shall be submitted on the prescribed form and shall be signed by the 
applicant.

    (b)  In the event that an application for benefits is denied in whole or 
in part, the Employee Benefits Committee shall notify the applicant in writing 
of the denial and of the right to review of the denial.  The written notice 
shall set forth, in a manner calculated to be understood by the applicant, 
specific reasons for the denial, specific references to the provisions of the 
Plan on which the denial is based, a description of any information or 
material necessary for the applicant to perfect the application, an 
explanation of why the material is necessary, and an explanation of the review 
procedure under the Plan.  The written notice shall be given to the applicant 
within a reasonable period of time (not more than 90 days) after the Employee 
Benefits Committee receives the application, unless special circumstances 
require further time for processing and the applicant is advised of the 
extension.  In no event shall the notice be given more than 180 days after the 
Employee Benefits Committee receives the application.

    (c)  An applicant whose application for benefits was denied in whole or 
part, or the applicant's duly authorized representative, may appeal the denial 
by submitting to the Employee Benefits Committee a request for a review of the 
application within 60 days after receiving written notice of the denial from 
the Employee Benefits Committee.  The Employee Benefits Committee shall give 
the applicant or his representative an opportunity to review pertinent 
materials, other than legally privileged documents, in preparing the request 
for a review.  The request for a
review shall be in writing and addressed to the Employee Benefits Committee.  
The request for a review shall set forth all of the grounds on which it is 
based, all facts in support of the request and any other matters that the 
applicant deems pertinent.  The Employee Benefits Committee may require the 
applicant to submit such additional facts, documents or other materials as it 
may deem necessary or appropriate in making its review.

    (d)  The Employee Benefits Committee shall act on each request for a 
review within 60 days after receipt, unless special circumstances require 
further time for processing and the applicant is advised of the extension.  In 
no event shall the decision on review be rendered more than 120 days after the 
Employee Benefits Committee receives the request for a review.  The Employee 
Benefits Committee shall give prompt written notice of its decision to the 
applicant.  In the event that the Employee Benefits Committee confirms the 
denial of the application for benefits in whole or in part, the notice shall 
set forth, in a manner calculated to be understood by the applicant, the 
specific reasons for the decision and specific references to the provisions of 
the Plan on which the decision is based.

    (e)  No legal action for benefits under the Plan shall be brought unless 
and until the claimant (i) has submitted a written application for benefits in 
accordance with paragraph (a), (ii) has been notified by the Employee Benefits 
Committee that the application is denied, (iii) has filed a written request 
for a review of the application in accordance with paragraph (c) and (iv) has 
been notified in writing that the Employee Benefits Committee has affirmed the 
denial of the application; provided, however, that legal action may be brought 
after the Employee Benefits Committee has failed to take any action on the 
claim within the time prescribed by paragraphs (b) and (d) above.

Article 10.  Management of Funds

10.01  The Trustee 

All the funds of the Plan shall be held in the Trust by a Trustee appointed 
from time to time by the Company under a trust instrument adopted, or as 
amended, by the Company for use in providing the benefits of the Plan and 
paying its expenses not paid directly by an Employer.  No Employer shall have 
any liability for the payment of benefits under the Plan nor for the 
administration of the Trust held by the Trustee.

10.02  Exclusive Benefit Rule 

Except as otherwise provided in the Plan, no part of the corpus or income of 
the funds of the Plan shall be used for, or diverted to, purposes other than 
for the exclusive benefit of Participants and other persons entitled to 
benefits under the Plan, and paying Plan expenses not otherwise paid by the 
Employer, before the satisfaction of all liabilities with
respect to them.  No person shall have any interest in or right to any part of 
the earnings of the Trust, or any right in, or to, any part of the assets held 
under the Plan, except as and to the extent expressly provided in the Plan.

10.03  Appointment of Investment Manager 

The Company, in its sole discretion, shall determine the investment policy for 
the Plan.  However, the Company may, in its sole discretion, appoint one or 
more Investment Managers to manage the assets of the Plan (including the power 
to acquire and dispose of all or part of such assets) as the Company shall 
designate.  In that event, the authority over and responsibility for the 
management of the assets so designated shall be the sole responsibility of 
that Investment Manager.

Article 11.  Amendment, Merger and Termination

11.01  Amendment of the Plan 

The Company, by action of its Board of Directors, may at any time and from 
time to time, and retroactively if deemed necessary or appropriate, amend in 
whole or in part any or all of the provisions of the Plan.  However, no 
amendment shall make it possible for any part of the funds of the Plan to be 
used for, or diverted to, purposes other than for the exclusive benefit of 
persons entitled to benefits under the Plan, before the satisfaction of all 
liabilities with respect to them.  No amendment shall be made which has the 
effect of decreasing the Accrued Pension of any Participant or of reducing the 
nonforfeitable percentage of the Accrued Pension of a Participant below the 
nonforfeitable percentage computed under the Plan as in effect on the date on 
which the amendment is adopted or, if later, the date on which the amendment 
becomes effective.  No amendment shall be made which affects the rights, 
duties or responsibilities of the Trustee unless the Trustee provides written 
consent to such amendment.

11.02  Merger or Consolidation 

The Company may, in its sole discretion, merge this Plan with another 
qualified plan, subject to any applicable legal requirements.  However, the 
Plan may not be merged or consolidated with, and its assets or liabilities may 
not be transferred to, any other plan unless each person entitled to benefits 
under the Plan would, if the resulting plan were then terminated, receive a 
benefit immediately after the merger, consolidation, or transfer which is 
equal to or greater than the benefit he would have been entitled to receive 
immediately before the merger, consolidation, or transfer if the Plan had then 
terminated.

11.03  Termination of the Plan 

The Company, by action of its Board of Directors, may terminate the Plan or 
completely discontinue contributions under the Plan for any reason at any 
time.  In case of
termination or partial termination of the Plan, or complete discontinuance of 
Company contributions to the Plan, the rights of affected Participants to 
their Accounts under the Plan as of the date of the termination or 
discontinuance shall be nonforfeitable.  The total amount in each 
Participant's Accounts shall be distributed, as the Employee Benefits 
Committee shall direct, to the Participant or for the Participant's benefit or 
held in trust for the Participant's benefit.

Article 12.  General Provisions

12.01  Nonalienation; Qualified Domestic Relations Orders 

    (a)  Except as required by any applicable law, no benefit under the Plan 
shall in any manner be anticipated, assigned or alienated, and any attempt to 
do so shall be void.  However, payment shall be made in accordance with the 
provisions of any Qualified Domestic Relations Order.

    (b)  An immediate lump sum payment, which is the Actuarial Equivalent of 
the series of payments provided for in a Qualified Domestic Relations Order, 
shall be made in lieu of the series of payments if the value of the lump sum 
payment is $3,500 or less.

12.02  Conditions of Employment Not Affected by Plan 

The establishment of the Plan shall not confer any legal rights upon any 
Employee or other person for a continuation of employment, nor shall it 
interfere with the right of the Employer (which right is hereby reserved) to 
discharge any Employee and to treat him without regard to the effect which 
that treatment might have upon him as a Participant or potential Participant 
of the Plan.

12.03  Facility of Payment 

    (a)  If the Employee Benefits Committee finds that a Participant or other 
person entitled to a benefit is unable to care for his affairs because of 
illness or accident, the Employee Benefits Committee may direct that any 
benefit due him, unless a claim has been made for the benefit by a duly 
appointed legal representative, be paid to his spouse, a child, a parent or 
other blood relative, or to a person with whom he resides.  Any payment so 
made shall be a complete discharge of the liabilities of the Plan for that 
benefit.

    (b)  If the Employee Benefits Committee finds that a Participant or other 
person entitled to a benefit is a minor, the Employee Benefits Committee may 
direct that any benefit due him, unless a claim has been made for the benefit 
by a duly appointed legal representative, be paid in the following order of 
preference: (i) to the minor's custodial parent(s); (ii) if no custodial 
parent of the minor is then
living, to a custodian selected by the Employee Benefits Committee to hold the 
funds for the minor under the Uniform Transfers or Gifts to Minors Act in 
effect in the jurisdiction in which the minor resides; (iii) if the Employee 
Benefits Committee decides not to select a custodian pursuant to subparagraph 
(ii), to the duly appointed and currently acting guardian of the estate of the 
minor; or (iv) if no guardian of the estate of the minor is duly appointed or 
currently acting within 60 days of the date the amount becomes payable, to the 
court having jurisdiction over the estate of the minor.

12.04  Information 

    (a)  Each Participant, Beneficiary or other person entitled to a benefit, 
before any benefit shall be payable to him or on his account under the Plan, 
shall file with the Employer the information that it shall require to 
establish his rights and benefits under the Plan.

    (b)  If a Participant in his application for retirement income, or in 
response to any request by the Employer or Employee Benefits Committee for 
information, makes any statement which is erroneous or omits any material fact 
or fails before receiving his first payment to correct any information that he 
previously incorrectly furnished to the Employer or the Employee Benefits 
Committee for its records, the amount of his Pension shall be adjusted on the 
basis of the current facts, and the amount of any overpayment or underpayment 
made to the Participant shall be deducted from, or added to, his next 
succeeding payments as the Employee Benefits Committee shall direct.

12.05  Proof of Death and Right of Beneficiary or Other Person

The Employer may require and rely upon such proof of death and such evidence 
of the right of any Beneficiary or other person to receive the value of the 
Accounts of a deceased Participant as the Employee Benefits Committee may deem 
proper, and its determination of death and of the right of that Beneficiary or 
other person to receive payment shall be conclusive.

12.06  Failure to Locate Recipient

In the event that the Employee Benefits Committee is unable to locate a 
Participant or Beneficiary who is entitled to payment under the Plan within 5 
years from the date such payment was to have been made, the amount to which 
such Participant or Beneficiary was entitled shall be declared a forfeiture 
and shall be used to reduce future Employer contributions to the Plan.  If the 
Participant or Beneficiary is later located, the benefit which was previously 
forfeited hereunder shall be restored by means of an additional Employer 
contribution to the Plan, if necessary.
12.07  Action by the Board of Directors

Any action required or permitted to be taken by the Board of Directors under 
the Plan shall be by resolution adopted by the Board of Directors at a meeting 
held either in person or by telephone or other electronic means, or by 
unanimous written consent in lieu of a meeting.  The Board of Directors may, 
in its discretion, appoint the Executive Committee or another Committee to 
take those actions on its behalf which are the responsibility of the Board of 
Directors in accordance with the terms of the Plan.

12.08  Construction

    (a)  The Plan shall be construed, regulated and administered pursuant to 
the laws of the State of California, except where ERISA controls.

    (b)  If any provision of this instrument is held by a court of competent 
jurisdiction to be invalid or unenforceable, the remaining provisions hereof 
shall continue to be fully effective.

    (c)  The use of the masculine pronoun in this Plan shall include the 
feminine pronoun wherever appropriate, and vice versa.

    (d)  The use of the singular form of a word in this Plan shall include the 
plural form wherever appropriate, and vice versa.

    (e)  The titles and headings of the Articles and Sections in this Plan are 
for convenience only.  In the case of ambiguity or inconsistency, the text 
rather than the titles or headings shall control.
Execution of the Plan

CSC Outsourcing, Inc. CUTW Hourly Savings Plan is hereby executed this 2nd day 
of February, 1996.

                                    /s/ HAYWARD D. FISK 
                                    (Signature)

                                    Vice President 
                                    (Title)
Appendix A.  Maximum Annual Additions Limitation

Section 3.10 of the Plan shall be construed in accordance with this Appendix 
A.  Unless the context clearly requires otherwise, words and phrases used in 
this Appendix A shall have the same meanings that are assigned to them under 
the Plan.

The Plan Year shall be considered a "limitation year" for purposes of this 
Appendix A and Section 415 of the Code.

A.01  Definitions

The following words and phrases, when used in this Appendix A with an initial 
capital letter, shall have the following meanings, unless the context clearly 
indicates otherwise:

"Annual Additions" on behalf of a Participant under the Plan or any other 
qualified plan maintained by the Employer or an Affiliated Employer for the 
Plan Year shall not include loan repayments by the Participant or 
contributions to the Participant's Rollover Contributions Account but shall 
include:

    (a)  The total contributions, including Savings Plus Allotments and 
Company Matching Contributions, made on behalf of the Participant by the 
Employer and all Affiliated Employers under this Plan or any other qualified 
Defined Contribution Plan;

    (b)  With respect to limitation years beginning before 1987, the lesser of 
the part of the Participant's contributions in excess of 6% of his Section 415 
Compensation or one-half of his total contributions to the Plan or any other 
qualified Defined Contribution Plan maintained by the Employer or an 
Affiliated Employer;

    (c)  With respect to Limitation Years beginning after 1986, all of the 
Participant's contributions to this Plan or any other qualified Defined 
Contribution Plan maintained by the Employer or an Affiliated Employer;

    (d)  Forfeitures, if applicable, that have been allocated to the 
Participant's Accounts under this Plan or his accounts under any other 
qualified Defined Contribution Plan maintained by the Employer or an 
Affiliated Employer;

    (e)  Voluntary or mandatory contributions made by the Participant under 
the CSC Outsourcing Inc. CUTW Hourly Savings Plan or another qualified Defined 
Benefit Plan maintained by the Employer or an Affiliated Employer; and

    (f)  Contributions made on behalf of the Participant to an "individual 
medical benefit account" under a pension or annuity plan maintained by the 
Employer or an Affiliated Employer, as described, and to the extent required, 
under Section 415(l) of the Code.
"Defined Benefit Plan" means any qualified pension plan which is not a Defined 
Contribution Plan; however, in the case of a Defined Benefit Plan which 
provides a benefit which is based partly on the balance of the separate 
account of a participant, that plan shall be treated as a Defined Contribution 
Plan to the extent benefits are based on the separate account of a participant 
and as a Defined Benefit Plan with respect to the remaining portion of the 
benefits under the plan.

"Defined Benefit Plan Fraction" for any limitation year is a fraction -

    (a)  The numerator of which is the projected annual benefit of the 
Participant (determined as of the close of the limitation year) under all 
Defined Benefit Plans maintained by the Employer or an Affiliated Employer; 
and

    (b)  The denominator of which is the lesser of (i) or (ii) below:

      (i)   The product of 1.25 multiplied by the defined benefit plan dollar 
limitation under Section 415(b)(1)(A) of the Code (multiplied by the 
Adjustment Factor) in effect for such limitation year; or

      (ii)  The product of 1.4 multiplied by an amount that is 100% of the 
Participant's average Section 415 Compensation for the three consecutive years 
in which his Section 415 Compensation was the highest.

"Defined Contribution Plan" means any qualified pension plan which provides 
for an individual account for each participant and for benefits based solely 
upon the amount contributed to the participant's account, and any income, 
expenses, gains and losses, and any forfeitures of accounts of other 
participants which may be allocated to that participant's accounts, subject to 
the limitations described in the definition of "Defined Benefit Plan" above.

"Defined Contribution Plan Fraction" for any limitation year is a fraction --

    (a)  The numerator of which is the sum of the Annual Additions made by the 
Employer or an Affiliated Employer on behalf of the Participant for such 
limitation year and all prior limitation years; and

    (b)  The denominator of which is the sum of the lesser of (i) or (ii) 
below determined for such limitation year and for each prior year of service 
with the Employer or an Affiliated Employer:

      (i)   The product of 1.25 multiplied by the defined contribution plan 
dollar limitation under Section 415(c)(1)(A) of the Code (multiplied by the 
Adjustment Factor); or
(ii)  The product of 1.4 multiplied by an amount equal to 25% of the 
Participant's Section 415 Compensation for such year.

At the direction of the Employee Benefits Committee, the portion of the 
denominator of that fraction with respect to limitation years ending before 
1983 shall be computed as the denominator for the limitation year ending in 
1982, as determined under the law as then in effect, multiplied by a fraction 
the numerator of which is the lesser of:

        (A)  $51,875; or

        (B)  1.4 multiplied by 25% of the Participant's Section 415 
Compensation for the limitation year ending in 1981;

and the denominator of which is the lesser of:

        (A)  $41,500; or

        (B)  25% of the Participant's Section 415 Compensation for that 
limitation year.

A.02  Maximum Annual Additions Limitation

If the Annual Additions to a Participant's Accounts for any Plan Year would 
otherwise exceed the limitation set forth in Section 3.10, the excess Annual 
Additions to such Participant's Accounts for such Plan Year shall be reduced 
in the following order:

      (i)   The Participant's unmatched Regular Savings Allotments shall be 
reduced to the extent necessary.  The amount of the reduction, together with 
any earnings on the contributions to be returned, shall be returned to the 
Participant.

      (ii)  Next, the Participant's unmatched Savings Plus Allotments shall be 
reduced to the extent necessary.  The amount of the reduction, together with 
any earnings on the contributions to be returned, shall be returned to the 
Participant.

      (iii) Next, the Participant's matched Regular Savings Allotments and 
corresponding Company Matching Contributions shall be reduced to the extent 
necessary.  The amount of the reduction attributable to the Participant's 
matched Regular Savings Allotments, together with any earnings on the 
contributions to be returned, shall be returned to the Participant and the 
amount attributable to the Company Matching Contributions shall be applied to 
reduce subsequent Company Matching Contributions.

      (iv)  Next, the Participant's matched Savings Plus Allotments and 
corresponding Company Matching Contributions shall be reduced to the extent 
necessary.  The
amount of the reduction attributable to the Participant's matched Savings Plus 
Allotments, together with any earnings on the contributions to be returned, 
shall be returned to the Participant and the amount attributable to the 
Company Matching Contributions shall be applied to reduce subsequent Company 
Matching Contributions.

A.03  Participant in a Defined Benefit Plan

    (a)  If a Participant under this Plan has at any time participated in a 
Defined Benefit Plan maintained by the Employer or an Affiliated Employer, the 
sum of the Participant's Defined Benefit Plan Fraction and Defined 
Contribution Plan Fraction shall not exceed 1.0.

    (b)  In the event the sum of a Participant's Defined Benefit Plan Fraction 
and Defined Contribution Plan Fraction exceeds 1.0, his benefits under, and 
contributions to, all plans shall be accomplished by first reducing the 
benefits otherwise payable to the Participant under the CSC Outsourcing Inc. 
CUTW Hourly Retirement Plan or any other Defined Benefit Plan in which the 
Participant participates (in the manner and priority set forth in such plans), 
and second by reducing the contributions made on behalf of the Participant to 
the Plan or any other Defined Contribution Plans in which the Participant 
participates in such priority as shall be determined by the Employee Benefits 
Committee for the Plan and the administrators of such other plans.  The 
necessary reductions may, however, be made in a different manner and priority 
pursuant to the agreement of the Employee Benefits Committee for the Plan and 
the administrators of all other plans in which the Participant participates.
Exhibit 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement 
relating to the CSC Outsourcing, Inc. CUTW Hourly Savings Plan of Computer 
Sciences Corporation on Form S-8 of our report dated May 26, 1995, appearing 
in the Annual Report on Form 10-K of Computer Sciences Corporation for the 
fiscal year ended March 31, 1995, and to the reference to us under the heading 
"Experts" in the prospectus, which is part of this Registration Statement.

/s/DELOITTE & TOUCHE LLP

Los Angeles, California
February 6, 1996