As filed with the Securities and Exchange Commission on February 7, 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>
<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 CREDIT SERVICES, INC. EMPLOYY 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)       25,000      $77.375(2)    $1,934,375.00   $667.03
<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 Credit Services, Inc. Employee Savings 
Plan on Form 11-K for the fiscal year ended December 31, 1994;

  (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 Credit 
Services, Inc. Employee 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    Form of CSC Credit Services, Inc. Employee Savings Plan, as amended

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 Credit 
Services, Inc. Employee Savings Plan, as amended, 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 Credit Services, Inc. 
Employee 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 CREDIT SERVICES, INC.
                                  EMPLOYEE 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             Form of CSC Credit Services, Inc. Employee Savings Plan, as
                amended

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 CREDIT SERVICES, INC.
                             PLOYEE SAVINGS PLAN

                  (Amended and Restated Effective July 1, 1994)














<PAGE>


                           CSC CREDIT SERVICES, INC.
                             EMPLOYEE SAVINGS PLAN

                 (Amended and Restated Effective July 1, 1994)
<TABLE>
<CAPTION>
                                  I N D E X

<S>           <C>                                                     <C>
ARTICLE I     DEFINITIONS ...........................................  2
Section:
     1.1      Administrative Committee ..............................  2
     1.2      Affiliate .............................................  2
     1.3      Beneficiary ...........................................  2
     1.4      Board of Directors ....................................  2
     1.5      Code ..................................................  2
     1.6      Company ...............................................  2
     1.7      Company Matching Account ..............................  2
     1.8      Compensation ..........................................  2
     1.9      Contribution ..........................................  3
     1.10     Early Retirement Date .................................  3
     1.11     ERISA .................................................  3
     1.12     Effective Date ........................................  3
     1.13     Employee ..............................................  3
     1.14     Employee Savings Account ..............................  4
     1.15     Employer ..............................................  4
     1.16     Employer Contribution .................................  4
     1.17     Employment Year .......................................  4
     1.18     Entry Date ............................................  4
     1.19     Fiduciaries ...........................................  4
     1.20     Forfeiture ............................................  4
     1.21     Hour of Service .......................................  4
     1.22     Income of the Trust Fund ..............................  5
     1.23     Initial Plan ..........................................  5
     1.24     Investment Option .....................................  5
     1.25     Participant ...........................................  5
     1.26     Participation .........................................  6
     1.27     Plan ..................................................  6
     1.28     Plan Year .............................................  6
     1.29     Pre-Tax Contributions .................................  6
     1.30     Prior Plan ............................................  6
     1.31     Retirement Date or Normal Retirement Date .............  6
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S>           <C>                                                    <C>
     1.32     Retirement Plan Committee .............................  6
     1.33     Rollover Account ......................................  6
     1.34     Rollover Amount .......................................  6
     1.35     Service ...............................................  6
     1.36     Trust Agreement .......................................  6
     1.37     Trust Fund ............................................  6
     1.38     Trustee ...............................................  6
     1.39     Valuation Date ........................................  7

ARTICLE II    ADMINISTRATION OF THE PLAN ............................  8
Section:
     2.1      Appointment of Administrative Committee ...............  8
     2.2      Appointment of Retirement Plan Committee ..............  8
     2.3      Records of Committee ..................................  8
     2.4      Committee Action ......................................  8
     2.5      Committee Disqualification ............................  9
     2.6      Committee Compensation, Expenses and Advisers .........  9
     2.7      Committee Liability ...................................  9
     2.8      Administrative Committee Determinations ...............  9
     2.9      Information from Employer .............................  11
     2.10     General Powers of Committee ...........................  11
     2.11     Uniform Administration ................................  11
     2.12     Reporting Responsibilities ............................  11
     2.13     Disclosure Responsibilities ...........................  11
     2.14     Quarterly Statements ..................................  12
     2.15     Allocation of Responsibility Among Fiduciaries for 
                Plan and Trust Administration .......................  12
     2.16     Annual Audit ..........................................  13

ARTICLE III   PARTICIPATION AND SERVICE .............................  14
Section:
     3.1      Participation .........................................  14
     3.2      Participants to Furnish Required Information ..........  14
     3.3      Service ...............................................  14
     3.4      Participation and Service Upon Re-employment Before 
                a Break In Service ..................................  16
     3.5      Participation and Service Upon Re-employment After a 
                Break In Service ....................................  16
     3.6      Transferred Participants ..............................  17
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S>           <C>                                                    <C>
ARTICLE IV    CONTRIBUTIONS AND FORFEITURES .........................  18
Section:
     4.1      Employer Contributions ................................  18
     4.2      Pre-Tax Contributions .................................  18
     4.3      Deferral Elections ....................................  18
     4.4      Employer Contributions and Pre-Tax Contributions 
                to be Tax Deductible ................................  19
     4.5      Refunds to Employer ...................................  19
     4.6      Funding Policy ........................................  20
     4.7      Rollover Amounts ......................................  20
     4.8      Disposition of Forfeitures ............................  20

ARTICLE V     ACCOUNTS OF PARTICIPANTS ..............................  22
Section:
     5.1      Individual Accounts ...................................  22
     5.2      Account Adjustments ...................................  22
     5.3      Maximum Annual Additions ..............................  22
     5.4      Valuation of Trust Fund ...............................  29
     5.5      Recognition of Different Investment Options ...........  29

ARTICLE VI    PARTICIPANTS' BENEFITS ................................  30
Section:
     6.1      Retirement of Participants on or after Retirement Date   30
     6.2      Disability of Participants ............................  30
     6.3      Death of Participants .................................  30
     6.4      Other Termination of Service ..........................  30
     6.5      Beneficiaries in the Event of Death ...................  32
     6.6      Qualified Election ....................................  32
     6.7      Valuation Dates Determinative of Participants' Rights .  32
     6.8      Hardship Withdrawals ..................................  32
     6.9      Loans .................................................  34

ARTICLE VII   PAYMENT OF BENEFITS ...................................  37
Section:
     7.1      Payment of Benefits ...................................  37
     7.2      Presenting Claims for Benefits ........................  37
     7.3      Claims Review Procedure ...............................  38
     7.4      Disputed Benefits .....................................  39
     7.5      Distribution of Retirement Rollover Account - Automatic 
                Survivor Benefits ...................................  39
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S>           <C>                                                    <C>
     7.6      Distribution of Retirement Rollover Account - Optional 
                Forms ...............................................  40
     7.7      Participants' Right to Transfer Eligible Rollover
                Distribution -- Code Section 401(a)(31) Model
                Amendment Under Revenue Procedure 93-12 .............  42

ARTICLE VIII  TRUST AGREEMENT AND TRUST FUND ........................  44
Section:
     8.1      Trust Agreement .......................................  44
     8.2      Investment Options ....................................  44
     8.3      Investment Directions of Participants .................  44
     8.4      Change of Investment Directions .......................  44
     8.5      Benefits Paid Solely from Trust Fund ..................  45
     8.6      Committee Directions to Trustee .......................  45
     8.7      Authority to Designate Investment Manager .............  45
     8.8      Purchase, Sale and Voting of Company Stock ............  45
     8.9      Tender and Exchange Offers of Company Stock ...........  47

ARTICLE IX    ADOPTION OF PLAN BY OTHER ORGANIZATIONS;
              SEPARATION OF THE TRUST FUND; AMENDMENT AND
              TERMINATION OF THE PLAN; AND DISCONTINUANCE 
              OF CONTRIBUTIONS TO THE TRUST FUND ....................  49
Section:
     9.1      Procedure for Adoption ................................  49
     9.2      Effect of Adoption ....................................  49
     9.3      Separation of the Trust ...............................  50
     9.4      Voluntary Separation ..................................  50
     9.5      Amendment of the Plan .................................  50
     9.6      Acceptance or Rejection of Amendment by Employers .....  51
     9.7      Termination of the Plan ...............................  51
     9.8      Liquidation and Distribution of Trust Fund upon
                Termination .........................................  51
     9.9      Effect of Termination or Discontinuance of
                Contributions .......................................  52
     9.10     Merger of Plan with Another Plan ......................  52

ARTICLE X     MISCELLANEOUS PROVISIONS ..............................  53
Section:
    10.1      Terms of Employment ...................................  53
    10.2      Controlling Law .......................................  53
    10.3      Invalidity of Particular Provisions ...................  53
    10.4      Non-alienability of Rights of Participants ............  53
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S>           <C>                                                    <C>
    10.5      Payments in Satisfaction of Claims of Participants ....  53
    10.6      Impossibility of Diversion of Trust Fund ..............  53
    10.7      Unclaimed Benefits ....................................  54

ARTICLE XI    TOP-HEAVY PLAN REQUIREMENTS ...........................  55
Section:
    11.1      General Rule ..........................................  55
    11.2      Vesting Provisions ....................................  55
    11.3      Minimum Employer Contribution Provisions ..............  55
    11.4      Limitation on Compensation ............................  56
    11.5      Limitation on Employer Contributions ..................  56
    11.6      Coordination with Other Plans .........................  57
    11.7      Distributions to Certain Key Employees ................  57
    11.8      Determination of Top-Heavy Status .....................  57

ARTICLE XII   TESTING OF CONTRIBUTIONS ..............................  63
Section:
    12.1      Definitions ...........................................  63
    12.2      Actual Deferral Percentage ............................  65
    12.3      Actual Deferral Percentage Limits .....................  65
    12.4      Reduction of Pre-Tax Contribution Rates by Leveling
                Method ..............................................  66
    12.5      Increase in Pre-Tax Contribution Rates ................  66
    12.6      Excess Pre-Tax Contributions ..........................  66
    12.7      Aggregation of Family Members in Determining the
                Actual Deferral Ratio ...............................  67
    12.8      Contribution Percentage ...............................  68
    12.9      Contribution Percentage Limits ........................  68
    12.10     Treatment of Excess Aggregate Contributions ...........  69
    12.11     Aggregation of Family Members in Determining the
                Actual Contribution Ratio ...........................  70
    12.12     Multiple Use of Alternative Limitation ................  71

</TABLE>



<PAGE>


                              EMPLOYEE SAVINGS PLAN

                  (Amended and Restated Effective July 1, 1994)

Effective as of October 1, 1987, Associated Credit Services, Inc., later known 
as CSC Credit Services, Inc., a Texas corporation, established the Associated 
Credit Services, Inc. Employee Savings Plan (the "Initial Plan"), for the 
benefit of its eligible employees.

The Initial Plan, as amended, was amended, renamed, restated and continued 
effective October 1, 1989 (the "Prior Plan") to make certain changes required 
by the Tax Reform Act of 1986.

As part of the Initial Plan, as amended, CSC Credit Services, Inc. established 
the Associated Credit Services, Inc. Employee Savings Plan Trust Agreement 
effective as of October 1, 1987, between the Company and MTrust Corp., a Texas 
state-chartered trust company, Trustee (the "Prior Trust").

Effective as of July 1, 1994, the Board of Directors of CSC Credit Services, 
Inc., authorized the amendment, restatement and continuation of the Prior 
Plan, as amended and in effect on June 30, 1994, in the form of the CSC Credit 
Services, Inc. Employee Savings Plan (the "Plan") as set forth herein, to 
incorporate certain plan changes.  In connection with the July 1, 1994 
amendment, restatement and continuation of the Plan, the Board of Directors of 
CSC Credit Services, Inc. also authorized the amendment, restatement and 
continuation of the Prior Trust, as amended, in the form of the CSC Credit 
Services, Inc. Employee Savings Plan Trust Agreement (the "Trust"), which is 
intended to form a part of the Plan as set forth herein.

Effective as of July 1, 1995, sponsorship of the Plan was assumed by CSC 
Enterprises, a Delaware general partnership (the "Company").

There shall be no termination and no gap or lapse in time or effect between 
the Prior Plan and this Plan, and the existence of a qualified plan shall be 
uninterrupted.  The provisions of this Plan shall apply only to a Participant 
who terminates Service on or after July 1, 1994.  The rights and benefits, if 
any, of a former employee shall be determined in accordance with the 
provisions of the prior plan in effect on the date his employment terminated.

This Plan and its related Trust are intended to meet the requirements of 
Sections 401(a), 401(k) and 501(a) of the Internal Revenue Code of 1986, and 
of the Employee Retirement Income Security Act of 1974, as either may be 
amended from time to time.

NOW, THEREFORE, CSC Credit Services, Inc. hereby amends and restates in its 
entirety and continues the Prior Plan, effective July 1, 1994, which shall 
read as follows:


<PAGE>


                                  ARTICLE I

                                 DEFINITIONS

As used in this Plan, the following words and phrases shall have the following 
meanings unless the context clearly requires a different meaning:

1.1  Administrative Committee:  The committee located at CSC Credit Services, 
Inc. in Houston, Texas, appointed by the Company to act as administrator of 
this Plan and to perform those duties designated in Article II hereof.

1.2  Affiliate:  A corporation or other trade or business which, together with 
an Employer, is "under common control" within the meaning of Section 414(b) or 
(c), as modified by Section 415(h) of the Code.

1.3  Beneficiary:  A Participant's spouse, or such other natural person or 
persons, or the trustee of an inter vivos trust for the benefit of natural 
persons, entitled to receive a Participant's death benefits, as provided in 
Section 6.5 hereof.

1.4  Board of Directors:  Prior to July 1, 1995, the board of directors of CSC 
Credit Services, Inc.  From and after July 1, 1995, the board of directors of 
CSC Enterprises, Inc., the general partner of CSC Enterprises, a Delaware 
general partnership.

1.5  Code:  The Internal Revenue Code of 1986, as amended from time to time, 
or the corresponding provisions of any future federal internal revenue law.

1.6  Company:  Prior to July 1, 1995, CSC Credit Services, Inc., a Texas 
corporation.  From and after July 1, 1995, CSC Enterprises, a Delaware general 
partnership.

1.7  Company Matching Account:  The account maintained for a Participant to 
record his share of the Contributions of the Employer, and adjustments 
relating thereto.

1.8  Compensation:  The total basic remuneration paid to an Employee by an 
Employer for personal services rendered during the period considered as 
Service, but prior to reductions for Pre-Tax Contributions under Section 4.2, 
including (i) base salary and hourly base pay, (ii) overtime, and (iii) 
commissions, bonuses and any other item of special or extraordinary pay; but 
excluding reimbursement for relocation expenses, rewards given for performance 
of services which were not performed in the usual course of their duties with 
the Company (such as employment referral fees), any Company Matching 
Contributions to this Plan or any Employer contributions to any other pension, 
profit-sharing or welfare plan.  However, the Administrative Committee may 
reduce Compensation to exclude bonuses if in the Administrative Committee's 
sole determination the 


<PAGE>

inclusion of bonuses as Compensation would result in a violation of the actual 
deferral percentage limitations described in Article XII.  The inclusion or 
exclusion of bonuses shall be uniform among all Participants.

For the purpose of determining the amount of Compensation, the books and 
records of the Employer shall be conclusive; provided, however, that the Plan 
shall not be bound by any mathematical or mechanical errors in calculation, or 
similar errors.  Notwithstanding anything herein to the contrary, in no event 
shall the annual Compensation taken into account under the Plan for any 
Employee exceed $150,000, or such other dollar amount as may be prescribed by 
the Secretary of the Treasury or his delegate pursuant to Section 401(a)(17) 
of the Code.

For purposes of applying the $150,000 limit on Compensation, the family unit 
of an Employee who either is a 5% owner or is both a highly compensated 
employee and one of the ten most highly compensated employees will be treated 
as a single Employee with one Compensation, and the $150,000 limit will be 
allocated among the members of the family unit in proportion to the total 
Compensation of each member of the family unit.  For this purpose, a family 
unit consists of the Employee who is a 5% owner or one of the ten most highly 
compensated employees, the Employee's spouse, and the Employee's lineal 
descendants who have not attained age 19 before the close of the year.

1.9  Contribution:  Any amount contributed to the Trust Fund pursuant to the 
provisions of this Plan, whether incident to the original adoption of this 
Plan and the establishment of the Trust Fund, or at any time subsequent 
thereto, by an Employer, or by a Participant out of his Compensation.

1.10  Early Retirement Date:  The Participant's attainment of age 55 and 
completion of five years of Service.

1.11  ERISA:  Public Law No. 93-406, the Employee Retirement Income Security 
Act of 1974, as amended from time to time.

1.12  Effective Date:  July 1, 1994.

1.13  Employee:  Any person employed by the Employer; provided, however, that 
the term "Employee" does not include any person who is covered by a collective 
bargaining agreement unless such agreement specifically provides that 
employees covered thereunder may participate in the Plan.  The term "Employee" 
also includes individuals who are "leased employees" (as defined in Code 
Section 414(n), subject to Code Section 414(n)(5)).


<PAGE>



1.14  Employee Savings Account:  The account maintained for a Participant to 
record the Pre-Tax Contributions made on his behalf by the Employer to the 
Trust Fund, and adjustments relating thereto.

1.15  Employer:  The Company.  In addition, "Employer" means CSC Accounts 
Management, Inc., CSC Credit Services, Inc., a California Corporation, and 
Credit Bureau of Tulsa, Inc., and any other employing entity which shall adopt 
this Plan pursuant to the provisions of Section 9.1 hereof (sometimes 
hereinafter referred to collectively as "Affiliated Employers") and the 
successors, if any, to such employing entity.

1.16  Employer Contribution:  The amount contributed by the Employer to the 
Trust Fund as a Company Matching Contribution and/or a Discretionary Company 
Matching Contribution, pursuant to Section 4.1.

1.17  Employment Year:  A 12-consecutive-month period commencing on the 
Employee's date of employment with an Employer or an Affiliate or on any 
anniversary of such employment date.

1.18  Entry Date:  The January 1st or July 1st of a Plan Year.

1.19  Fiduciaries:  The Employer, the Administrative Committee, the Retirement 
Plan Committee, and the Trustee, but only with respect to the specific 
responsibilities of each for Plan and Trust administration, all as described 
in Section 2.15 hereof.  Any person or group of persons may serve in more than 
one fiduciary capacity with respect to the Plan.

1.20  Forfeiture:  The portion of the Participant's Company Matching Account 
which is forfeited because of termination of Service before full vesting 
pursuant to Section 6.4.

1.21  Hour of Service:  For purposes of determining an Employee's period of 
Service under Article III:

    (a)  Each hour for which an Employee is paid, or entitled to payment, (i) 
for the performance of duties for an Employer or Affiliate during the 
applicable computation period (each such hour to be credited for the 
computation period in which the Employee performed the duties), and (ii) on 
account of a period of time during which no duties are performed (irrespective 
of whether the employment relationship has terminated) due to vacation, 
holiday, illness, incapacity (including disability), layoff, jury duty, 
military duty or leave of absence (each such hour to be credited for the 
computation period during which the Employee was absent); and


<PAGE>



    (b)  Each hour for which credit is not otherwise given with respect to 
which back pay, irrespective of mitigation of damages, is either awarded or 
agreed to by the Employer or Affiliate (each such hour to be credited for the 
computation period with respect to which the back pay award or agreement 
pertains).

For purposes of paragraph (a)(ii) above, (x) no more than 501 Hours of Service 
shall be credited to an Employee on account of any single continuous period 
during which the Employee performs no duties (whether or not such period 
occurs in a single computation period), (y) Hours of Service shall be credited 
for payments whether made by or due from the Employer or Affiliate directly, 
or indirectly through, among others, a trust fund, or insurer, to which the 
Employer or Affiliate contributes or pays premiums, and regardless of whether 
contributions made are due to the trust fund, insurer or other entity or for 
the benefit of particular employees or on behalf of a group of employees in 
the aggregate, and (z) no Hours of Service shall be credited for payments made 
or due under a plan maintained solely for the purpose of complying with 
applicable workmen's compensation, or unemployment compensation or disability 
insurance laws, or which solely reimburse an Employee for medical or medically 
related expenses incurred by the Employee.  To the extent not otherwise 
provided in this section, Hours of Service shall be determined or credited in 
accordance with Department of Labor Regulations, Sections 2530.200b-2(b) and 
(c).

Hours of Service will be credited for employment with other members of an 
affiliated service group (under Code Section 414(m)), a controlled group of 
corporations (under Code Section 414(b)), or a group of trades or businesses 
under common control (under Code Section 414(c)), of which the Employer is a 
member.

Hours of Service will also be credited for any individual considered an 
Employee for purposes of this Plan under Code Section 414(n).

1.22  Income of the Trust Fund:  The net gain or loss of the Trust Fund from 
investments, as reflected by interest payments, dividends, realized and 
unrealized gains and losses on securities and other investment transactions 
and expenses paid from the Trust Fund.

1.23  Initial Plan:  The Associated Credit Services, Inc. Employee Savings 
Plan as established October 1, 1987, and as thereafter amended and in effect 
on September 30, 1989, prior to its amendment, renaming, restatement and 
continuation in the form of the Prior Plan.

1.24  Investment Option:  Any of the investment funds comprising the Trust 
Fund, as described in Section 8.2.

1.25  Participant:  An Employee who, pursuant to the provisions of Article III 
hereof, is participating in the Plan.


<PAGE>



1.26  Participation:  The period commencing as of the date the Employee 
becomes a Participant and ending on the last day of the pay period during 
which his termination of Service occurs.

1.27  Plan:  The CSC Credit Services, Inc. Employee Savings Plan set forth 
herein, and as amended from time to time.

1.28  Plan Year:  The 12-consecutive-month period commencing October 1 and 
ending September 30;  however, effective January 1, 1996, the Plan Year shall 
be the 12-consecutive-month period commencing January 1, 1996 and ending 
December 31.

1.29  Pre-Tax Contributions:  The amount deferred by a Participant from his 
Compensation as "Pre-Tax Contributions" pursuant to Section 4.2.

1.30  Prior Plan:  The CSC Credit Services, Inc. Employee Savings Plan as 
amended and restated effective October 1, 1989, and in effect on June 30, 
1994, prior to its amendment, restatement and continuation in the form of this 
Plan.

1.31  Retirement Date or Normal Retirement Date:  The 65th birthday of a 
Participant.

1.32  Retirement Plan Committee:  The committee located at Computer Sciences 
Corporation in California, appointed by the Company to perform those duties 
designated in Article II hereof.

1.33  Rollover Account:  The account maintained for a Participant to record 
his Rollover Amount, and adjustments relating thereto.

1.34  Rollover Amount:  For purposes of the Plan, any amount transferred to 
the Plan from another plan qualified under Section 401(a) of the Code, either 
directly or from a conduit Individual Retirement Account.

1.35  Service:  A Participant's period of employment with any Employer or with 
any Affiliate, including a period of absence approved by the Employer or 
Affiliate.

1.36  Trust Agreement:  The Trust Agreement provided for in Article VIII 
hereof, as amended from time to time.

1.37  Trust Fund:  All Contributions of Employers and Participants held by the 
Trustee under the Trust Agreement, together with all income, profits or 
increments thereon.

1.38  Trustee:  The Trustee under the Trust Agreement.


<PAGE>



1.39  Valuation Date:  The last day of each calendar quarter on which a 
quarterly valuation is made or the date on which a special valuation is made 
pursuant to Section 5.4.

Words used in this Plan and in the Trust Agreement in the singular shall 
include the plural and in the plural the singular, and the gender of words 
used shall be construed to include whichever may be appropriate under any 
particular circumstances of the masculine, feminine or neuter genders.


<PAGE>



                                  ARTICLE II

                          ADMINISTRATION OF THE PLAN

2.1  Appointment of Administrative Committee:  The Board of Directors shall 
appoint an administrative committee  (the "Administrative Committee") of not 
less than three persons, who may be employees of the Company or an Affiliate, 
to act as Administrator of the Plan within the meaning of Section 404 of ERISA 
and to act as Named Fiduciary under ERISA, to be responsible for all fiduciary 
responsibilities and decisions and to fulfill the administrative duties set 
forth in Section 2.8.  Each member of the Administrative Committee shall serve 
for such term as the Board of Directors may designate or until his death, 
resignation or removal by said Board.  The Board of Directors shall promptly 
appoint successors to fill any vacancies in the Administrative Committee.

2.2  Appointment of Retirement Plan Committee:  The Board of Directors shall 
appoint a retirement plan committee (the "Retirement Plan Committee") of not 
less than three persons, who may be employees of Computer Sciences 
Corporation, the Company or an Affiliate.  The Retirement Plan Committee shall 
have authority to approve the Plan, the Trust Agreement, and any amendments to 
either.  The Retirement Plan Committee may also approve the selection of a 
Trustee or a recordkeeper, direct the Trustee in the allocation of fund 
investments and approve changes to the Investment Options.  Finally, the 
Retirement Plan Committee shall have authority to review periodically the 
performance of the Administrative Committee.  Each member of the Retirement 
Plan Committee shall serve for such term as the Board of Directors may 
designate or until his death, resignation or removal by said Board.  The Board 
of Directors shall promptly appoint successors to fill any vacancies in the 
Retirement Plan Committee.

2.3  Records of Committee:  The Retirement Plan Committee and the 
Administrative Committee shall keep appropriate records of their proceedings 
and the administration of the Plan.  The Administrative Committee shall make 
available to Participants and their Beneficiaries for examination, during 
business hours, such records of the Plan as pertain to the examining person 
and such documents relating to the Plan as are required by ERISA.

2.4  Committee Action:  The Retirement Plan Committee and the Administrative 
Committee may take action at any meeting where a majority of their members are 
present and at any such meeting any action may be taken which shall be 
approved by a majority of the members present.  Either Committee may also take 
any action without a meeting that is approved by a majority of its Committee 
members and is evidenced by a written document signed by a member of its 
Committee.  The Retirement Plan Committee and the Administrative Committee may 
delegate any of their rights, powers and duties to any one or more of their 
members, or to any other person, by written action as provided herein, 
acknowledged in writing by the delegate or delegates.  Such delegation may 
include, without limitation, the power to execute any document on behalf of 
the Committee.  The Chairman of the Retirement Plan Committee shall be agent 
of the 


<PAGE>

Plan and the Retirement Plan Committee for the service of legal process at the 
principal office of Computer Sciences Corporation in El Segundo, California.

2.5  Committee Disqualification:  A member of either Committee who may be a 
Participant shall not vote on any question relating specifically to himself.

2.6  Committee Compensation, Expenses and Advisers:  The members of either 
Committee shall serve without bond (unless otherwise required by law) and 
without compensation for their services as such.  Each Committee may select, 
and authorize the Trustee to compensate suitably, such attorneys, agents and 
representatives as it may deem necessary or advisable to the performance of 
its duties.  All expenses of either Committee that shall arise in connection 
with the administration of the Plan shall be paid by the Company or by the 
Trustee out of the Trust Fund.

2.7  Committee Liability:  Except to the extent that such liability is created 
by ERISA, no member of either Committee shall be liable for any act or 
omission of any other member of either Committee, nor for any act or omission 
on his own part except for his own gross negligence or willful misconduct, nor 
for the exercise of any power or discretion in the performance of any duty 
assumed by him hereunder.  The Company shall indemnify and hold harmless each 
member of each Committee from any and all claims, losses, damages, expenses 
(including counsel fees approved by the member's Committee), and liabilities 
(including any amounts paid in settlement with the approval of the member's 
Committee, but excluding any excise tax assessed against any member or members 
of either Committee pursuant to the provisions of Section 4975 of the Internal 
Revenue Code of 1986, as amended) arising from any act or omission of such 
member in connection with duties and responsibilities under the Plan, except 
when the same is judicially determined to be due to the gross negligence or 
willful misconduct of such member.

2.8  Administrative Committee Determinations:  The Administrative Committee, 
on behalf of the Participants and their Beneficiaries, shall enforce this Plan 
in accordance with its terms and shall have all powers necessary for the 
accomplishment of that purpose, including, but not by way of limitation, the 
following powers:

    (a)  To construe and interpret the Plan and determine the amount, manner 
and time of payment of any benefits hereunder;

    (b)  To determine all questions relating to the eligibility of Employees 
to become Participants, the period of Service of Participants and the 
Compensation of Participants;

    (c)  To prescribe procedures to be followed by Participants or 
Beneficiaries filing applications for benefits;


<PAGE>



    (d)  To authorize in writing all disbursements by the Trustee from the 
Trust Fund;

    (e)  To prepare and distribute, in such manner as the Administrative 
Committee determines to be appropriate, information explaining the Plan;

    (f)  To furnish the Employers, upon request, such annual reports with 
respect to the administration of the Plan as are reasonable and appropriate;

    (g)  To establish procedures to be followed by Participants for the 
investment and reinvestment of their Account(s) under the Trust Fund;

    (h)  To receive and review reports of the financial condition, and of the 
receipts and disbursements, of the Trust Fund from the Trustee and any 
Investment Manager, and to transmit such reports, along with its findings and 
recommendations surrounding the investment performance of the Trust Fund, to 
the Retirement Plan Committee;

    (i)  To appoint or employ individuals to assist in the administration of 
the Plan and any other agents it deems advisable, including legal and 
actuarial counsel;

    (j)  To prescribe and monitor procedures for confidential Participant 
directions to the Trustee as to (i) voting shares of Company Stock in such 
Participant's Plan accounts and (ii) tender or exchange of such shares in 
response to an offer for same;

    (k)  To determine all questions relating to hardship withdrawals and plan 
forfeitures;

    (l)  To establish procedures to be followed for open enrollment periods 
and to determine all questions relating to open enrollments;

    (m)  To interpret and construe all terms, provisions, conditions and 
limitations of this Plan and to reconcile any inconsistency or supply any 
omitted detail that may appear in this Plan in such manner and to such extent, 
consistent with the general terms of this Plan, as the Administrative 
Committee shall deem necessary and proper to effectuate the Plan for the 
greatest benefit of all parties interested in the Plan; and

    (n)  To make and enforce such rules and regulations for the administration 
of the Plan as are not inconsistent with the terms set forth herein.


<PAGE>



The Administrative Committee shall have no power to add to, subtract from or 
modify any of the terms of the Plan, nor to change or add to any benefits 
provided by the Plan, nor to waive or fail to apply any requirements of 
eligibility for a benefit under the Plan.

2.9  Information from Employer:  To enable the Administrative Committee to 
perform its functions, each Employer shall supply full and timely information 
to the Administrative Committee of all matters relating to the dates of 
employment of its Employees for purposes of determining eligibility of 
Employees to participate hereunder, the Compensation of all Participants, 
their retirement or other cause for termination of employment, and such other 
pertinent facts as the Administrative Committee may require; and the 
Administrative Committee shall advise the Trustee of such of the foregoing 
facts as may be pertinent to the Trustee's administration of the Trust Fund.

2.10  General Powers of Committee:  In addition to all other powers herein 
granted, and in general consistent with the provisions hereof, the 
Administrative Committee shall have all other rights and powers reasonably 
necessary to supervise and control the administration of this Plan.  The 
determination of any fact by the Administrative Committee and the construction 
placed by the Administrative Committee upon the provisions of this Plan shall 
be binding upon all of the Participants under this Plan, their Beneficiaries 
and the Employers.

2.11  Uniform Administration:  Whenever in the administration of the Plan, any 
action is required by an Employer, the Administrative Committee or the 
Retirement Plan Committee, including, but not by way of limitation, action 
with respect to eligibility of Employees, Contributions and benefits, such 
action shall be uniform in nature as applied to all persons similarly 
situated, and no action shall be taken which will discriminate in favor of 
Participants who are officers or shareholders of an Employer or highly 
compensated Employees.

2.12  Reporting Responsibilities:  As Administrator of the Plan under Section 
404 of ERISA, the Retirement Plan Committee shall file with the appropriate 
office of the Internal Revenue Service or the Department of Labor all reports, 
returns and notices required under ERISA, including, but not limited to, the 
plan description and summary plan description, annual reports and amendments 
thereof to be filed with the Internal Revenue Service and/or the Department of 
Labor, requests for determination letters, annual reports and registration 
statement required by Section 6057(a) of the Code.

2.13  Disclosure Responsibilities:  The Retirement Plan Committee shall make 
available to each Participant and Beneficiary such records, documents and 
other data as may be required under ERISA, and Participants or Beneficiaries 
shall have the right to examine such records at reasonable times during 
business hours.  Nothing contained in this Plan shall give any Participant or 
Beneficiary the right to examine any data or records reflecting the 
compensation paid to, or relating to any account of, any other Participant or 
Beneficiary, except as may be required under ERISA.


<PAGE>



2.14  Quarterly Statements:  As soon as practicable after each quarterly 
Valuation Date, the Administrative Committee shall prepare and deliver to each 
Participant a written statement showing as of that quarterly Valuation Date:

    (a)  The balance in his account in the Trust Fund as of the preceding 
quarterly Valuation Date;

    (b)  The amount of Employer Contributions and Pre-Tax Contributions 
allocated to his account for the calendar quarter ending on such quarterly 
Valuation Date;

    (c)  The adjustments to his account to reflect his share of income and 
expenses of the Trust Fund and appreciation or depreciation in Trust Fund 
assets during the calendar quarter ending on such quarterly Valuation Date; 
and

    (d)  The new balance in his account as of that quarterly Valuation Date.

2.15  Allocation of Responsibility Among Fiduciaries for Plan and Trust 
Administration:  The Fiduciaries shall have only those specific powers, 
duties, responsibilities and obligations as are specifically given them under 
this Plan or the Trust Agreement.  In general, the Employer shall have the 
sole responsibility for making the Contributions provided for under Sections 
4.1 and 4.2.  The Company shall have the sole authority to appoint and remove 
the Trustee.  The Company may amend or terminate, in whole or in part, this 
Plan or the Trust Agreement, and each other Employer may amend or terminate 
this Plan or the Trust Agreement with respect to its Employees to the extent 
provided in Article IX.  The Administrative Committee shall have the sole 
responsibility for the administration of the Plan, and the Retirement Plan 
Committee shall have the sole responsibility for all fiduciary 
responsibilities and decisions.  Computer Sciences Corporation shall have sole 
authority to appoint and remove members of either Committee.  Each Fiduciary 
warrants that any directions given, information furnished, or action taken by 
it shall be in accordance with the provisions of the Plan or the Trust 
Agreement, as the case may be, authorizing or providing for such direction, 
information or action.  Furthermore, each Fiduciary may rely upon any such 
direction, information or action of another Fiduciary as being proper under 
this Plan or the Trust Agreement, and is not required under this Plan or the 
Trust Agreement to inquire into the propriety of any such direction, 
information or action.  It is intended under this Plan and the Trust Agreement 
that each Fiduciary shall be responsible for the proper exercise of its own 
powers, duties, responsibilities and obligations under this Plan and the Trust 
Agreement and shall not be responsible for any act or failure to act of 
another Fiduciary.  No Fiduciary guarantees the Trust Fund in any manner 
against investment loss or depreciation in asset value.


<PAGE>



2.16  Annual Audit:  If required by ERISA, the Retirement Plan Committee shall 
engage, on behalf of all Participants, an independent Certified Public 
Accountant who shall conduct an annual examination of any financial statements 
of the Plan and Trust and of other books and records of the Plan and Trust as 
the Certified Public Accountant may deem necessary to enable him to form and 
provide a written opinion as to whether the financial statements and related 
schedules required to be filed with the Internal Revenue Service and/or the 
Department of Labor or furnished to each Participant are presented fairly and 
in conformity with generally accepted accounting principles applied on a basis 
consistent with that of the preceding Plan Year.


<PAGE>



                                 ARTICLE III

                          PARTICIPATION AND SERVICE

3.1  Participation:  An Employee who was a Participant under the Prior Plan 
shall continue his participation in accordance with the provisions of this 
Plan.  An Employee who as of July 1, 1994 had completed an Employment Year 
during which he had completed not less than 1,000 Hours of Service shall be 
eligible to commence participation on July 1, 1994.  Each other Employee shall 
be eligible to commence participation on the Entry Date next following his 
commencement of Service and his completion of an Employment Year during which 
he has completed not less than 1,000 Hours of Service.  An Employee who does 
not participate in the Plan when he first becomes eligible may commence such 
participation on any Entry Date thereafter, provided he is otherwise eligible 
hereunder.  Notwithstanding any provision of this Plan to the contrary, for 
purposes of eligibility to participate in this Plan, the term "Employee" shall 
not include any individuals who are "leased employees" as defined in Code 
Section 414(n), or persons who are nonresident aliens who receive no U.S. 
source income from the Employer.

Notwithstanding anything herein to the contrary, an Employee who has not yet 
completed the eligibility requirements, and for whom an amount has been 
transferred to his Rollover Account shall be a Participant only with respect 
to his Rollover Account until the Entry Date following his completion of the 
eligibility requirements.

3.2  Participants to Furnish Required Information:  Each Participant shall 
furnish to the Administrative Committee such information as the Administrative 
Committee may consider to be necessary or desirable in administering the Plan.

3.3  Service:  An Employee's or a Participant's period of Service shall be 
determined in accordance with the following:

    (a)  Accrual of Service:  Subject to the provisions of Section 3.5(b), an 
Employee or a Participant shall accrue Service for all years, months and days 
of active employment with an Employer or with an Affiliate, including periods 
includable under Section 3.4(b), and periods of absence:

      (i)   Due to accident or sickness so long as the person is continued on 
the employment rolls of the Employer or Affiliate and remains eligible to 
return to work upon his recovery;

      (ii)  Due to membership in the service of the Armed Forces of the United 
States (but if such absence is not pursuant to orders issued by the Armed 
Forces of the United States, only with the 


<PAGE>

consent of the Employer or Affiliate) provided each such person shall apply 
for reemployment with the Employer or Affiliate within 90-days (or such longer 
period as may be required by law) after honorable discharge or after release 
to inactive duty, as the case may be; and

      (iii) Due to an authorized leave of absence granted by the Employer or 
Affiliate for any other purpose approved by the Board of Directors in 
accordance with established practices of the Employer or Affiliate, 
consistently applied in a nondiscriminatory manner in order that all employees 
under similar circumstances shall be treated alike; provided each such person 
shall apply for re-employment with the Employer or Affiliate within the time 
specified by the Employer or Affiliate.

An Employee or a Participant shall accrue a year of Service for each 12 month 
period of Service (30 days shall be deemed to be a month in the case of the 
aggregation of fractional months), or for each 365 day period of Service.

    (b)  Commencement and Termination of Service:  An Employee's or a 
Participant's Service shall commence on the date he first performs an Hour of 
Service for an Employer or Affiliate, and shall terminate on the date of the 
first to occur of (i) his retirement or death, (ii) his quitting or discharge 
other than during or upon expiration of an authorized leave of absence under 
paragraph (a) above, (iii) his quitting or discharge during such an absence, 
or (iv) the expiration date of such an absence (or, if earlier, the expiration 
of 1 year after the date such absence commenced) if he fails to return to work 
upon the expiration of such an absence.

    (c)  Break In Service:  An Employee or a Participant shall incur a Break 
In Service upon the expiration of 12 consecutive months after his termination 
of Service (determined under paragraph (b) above), unless he is sooner 
reemployed by an Employer or an Affiliate.  Solely for purposes of determining 
whether a Break In Service has occurred for participation and vesting Service 
under this Plan, the Service of an individual who is absent from work due to 
"Maternity/Paternity Leave" shall not terminate until the expiration of one 
year after the date such absence commenced.  For purposes of this Section, 
"Maternity/Paternity Leave" means a temporary cessation from active employment 
with the Employer or Affiliate (i) by reason of the pregnancy of the 
individual, (ii) by reason of the birth of the child of the individual, (iii) 
by reason of the placement of a child with the individual in connection with 
the adoption of such child by such individual, or (iv) for purposes of caring 
for such child for a period beginning immediately following such birth or 


<PAGE>

placement.  In order for a Participant's absence to qualify as a 
Maternity/Paternity Leave of Absence, the Participant must furnish the 
Administrator, in a timely manner, with such information and documentation as 
the Administrator shall reasonably require to establish that the absence from 
work is for reasons referred to above and the number of days for which there 
was such absence.

    (d)  Leave Taken Pursuant to Family and Medical Leave Act of 1993:  For 
purposes of determining eligibility to participate and vesting under the Plan, 
Service shall be deemed to continue, and there shall be no Break In Service, 
during leave taken pursuant to the Family and Medical Leave Act of 1993.

3.4  Participation and Service Upon Re-employment Before a Break In Service:  
If an Employee or a Participant terminates his Service on or after the 
Effective Date but is reemployed by an Employer or an Affiliate before he 
incurs a Break In Service, the following rules shall apply in determining his 
eligibility for participation under Section 3.1 and his Service under Section 
3.3.

    (a)  Participation:  If the reemployed person was not a Participant during 
his prior period of Service, he must meet the requirements of Section 3.1 for 
participation in the Plan as if he were a new Employee; provided, however, 
that his Hours of Service during his prior period of Service shall be 
considered in determining whether he meets such requirements.  If the 
reemployed person was a Participant in the Plan during his prior period of 
Service, he shall be entitled to recommence participation on the date of his 
re-employment.

    (b)  Service:  Any Service attributable to his prior period of Service 
shall be reinstated as of the date of his re-employment, and the period of his 
interim absence shall also constitute Service for purposes of Section 6.4.

3.5  Participation and Service Upon Re-employment After a Break In Service:  
If an Employee or a Participant terminates his Service on or after the 
Effective Date but is reemployed by an Employer or an Affiliate after he 
incurs a Break In Service, the following rules shall apply in determining his 
eligibility for participation under Section 3.1 and his Service under Section 
3.3:

    (a)  Participation:  If the reemployed person was not a Participant during 
his prior period of Service, he must meet the requirements of Section 3.1 for 
participation in the Plan as if he were a new Employee, and his Hours of 
Service during his prior period of Service shall be considered in determining 
whether he meets such requirements.  If the reemployed person was a 
Participant during his prior period of Service, he shall be entitled to 
recommence participation on the date of his re-employment.


<PAGE>



    (b)  Service:  If the reemployed person was not a Participant during his 
prior period of Service, or was a Participant whose prior Service terminated 
without entitlement to a distribution from his Company Matching Account under 
Article VI, any Service attributable to his prior period of Service shall be 
reinstated as of the date of his recommencement of Participation only if the 
number of consecutive years of Break In Service is less than the greater of 
five or the aggregate number of his years of pre-break Service.  If the 
reemployed person was a Participant whose prior Service terminated with 
entitlement to a distribution from his Company Matching Account under Article 
VI, any Service attributable to his prior period of Service shall be 
reinstated.

3.6  Transferred Participants:  If a Participant is transferred to an 
Affiliate, or to an employment classification with an Employer which is not 
covered by this Plan, his participation shall be suspended until he is 
subsequently reemployed by an Employer in an employment classification covered 
by the Plan; provided, however, that during such suspension period (i) he 
shall continue to accrue Service for such employment, (ii) he shall not be 
entitled to make Pre-Tax Contributions, and (iii) his Company Matching Account 
shall receive no Employer Contribution allocations except to the extent 
provided in Section 5.2.  If an Employee is transferred from an employment 
classification with an Employer that is not covered by the Plan to an 
employment classification that is so covered, or from an Affiliate to an 
employment classification with an Employer that is so covered, his period of 
Service prior to the date of transfer shall be considered for purposes of 
determining his eligibility to become a Participant under Section 3.1 and for 
purposes of Section 6.4.


<PAGE>



                                  ARTICLE IV

                        CONTRIBUTIONS AND FORFEITURES

4.1  Employer Contributions:  Each Employer shall make a Matching Contribution 
to the Trust Fund as soon as practicable after the end of each pay period in 
an amount equal to 50% of the first 6% of Compensation contributed to the 
Trust Fund during the pay period as Pre-Tax Contributions on behalf of each 
Participant who is in the Service of the Employer.  In addition, the Company 
may make a Discretionary Matching Contribution for any Plan Year in such 
additional amount as the Board of Directors, in its sole and absolute 
discretion, may direct by adopting an appropriate resolution and announcing 
the same to the Participants and either claiming such amount as a deduction on 
the federal income tax return or designating such amount in writing to the 
Trustee.

4.2  Pre-Tax Contributions:  Each Participant may elect to defer a portion of 
his salary as a Pre-Tax Contribution to be contributed to the Trust Fund in 
any whole percent not less than 2% and not more than 15%, as he may designate, 
of his Compensation for each pay period.  A Participant's Pre-Tax 
Contributions shall not exceed a maximum contribution of $9,240 (as adjusted 
upward by the Secretary of the Treasury under Section 402(g) of the Code to 
account for cost of living increases) for each calendar year and shall be 
further limited by the provisions of Sections 5.3 and 12.4.  In the event a 
Participant's Pre-Tax Contributions exceed the applicable limit described in 
the preceding sentence, or in the event the Participant submits a written 
claim to the Administrative Committee, at the time and in the manner 
prescribed by the Administrative Committee, specifying an amount of Pre-Tax 
Contributions that will exceed the applicable limit of Section 402(g) of the 
Code when added to amounts deferred by the Participant in other plans or 
arrangements, such excess (the "Excess Deferrals"), plus any income and minus 
any loss attributable thereto, shall be returned to the Participant by April 
15 of the following year.  The amount of any Excess Deferrals to be 
distributed to a Participant for a taxable year shall be reduced by excess 
Pre-Tax Contributions previously distributed pursuant to Article XII for the 
Plan Year beginning in such taxable year.  The income or loss attributable to 
the Participant's Excess Deferral for the Plan Year shall be determined by 
multiplying the income or loss attributable to the Participant's Employee 
Savings Account balance for the Plan Year (or relevant portion thereof) by a 
fraction, the numerator of which is the Excess Deferral and the denominator of 
which is the Participant's total Employee Savings Account balance as of the 
Valuation Date next preceding the date of return of the Excess Deferral.  
Excess Deferrals shall be treated as Annual Additions under Section 5.3 of the 
Plan.  Each Participant's Pre-Tax Contribution shall be contributed to the 
Trust Fund by the Employer at the end of each pay period.  Each Participant's 
Employee Savings Account shall be fully vested and nonforfeitable at all 
times.

4.3  Deferral Elections:  Each Participant shall give the Administrative 
Committee and the Employer written notification in the form and manner 
prescribed by the Administrative Committee prior to any Entry Date of the 
amount he elects to defer from his Compensation 


<PAGE>

commencing with the pay period beginning on or after such date.  Each such 
election shall continue in effect indefinitely unless the Participant shall 
notify the Administrative Committee and the Employer in writing of his 
election to change or discontinue his Pre-Tax Contribution.  A Participant may 
change the amount of his Pre-Tax Contribution only as of any pay period 
beginning on or immediately after any Entry Date by notifying the 
Administrative Committee and the Employer in writing, in the form and manner 
prescribed by the Administrative Committee, of his election to change the 
deferral therefor from his Compensation.  A Participant may completely 
discontinue his Pre-Tax Contribution at any time upon 30 days' written notice 
to the Administrative Committee and the Employer.  Any Participant who 
completely discontinues his Pre-Tax Contribution may recommence his 
Contribution as of any pay period beginning on or immediately after any Entry 
Date by notifying the Administrative Committee and the Employer in writing, in 
the form and manner prescribed by the Administrative Committee, of his 
election to recommence his Pre-Tax Contribution.

4.4  Employer Contributions and Pre-Tax Contributions to be Tax Deductible: 
Employer Contributions and Pre-Tax Contributions shall not be made in excess 
of the amount deductible under applicable federal law now or hereafter in 
effect limiting the allowable deduction for contributions to profit-sharing 
plans.  The Employer Contributions and Pre-Tax Contributions to this Plan when 
taken together with all other contributions made by the Employer to other 
qualified retirement plans shall not exceed the maximum amount deductible 
under Section 404 of the Code.

4.5  Refunds to Employer:  Once Contributions are made to the Plan by the 
Employer on behalf of the Participants, they are not refundable to the 
Employer unless a Contribution:

    (a)  Was made by mistake of fact;

    (b)  Was made conditioned upon the initial qualification of the Plan under 
the Code and the Plan does not so qualify;

    (c)  Was made conditioned upon the contribution being allowed as a 
deduction and such deduction was disallowed.

Any Contribution made by the Employer during any pay period in excess of the 
amount deductible or any Contribution attributable to a good faith mistake of 
fact shall be refunded to the Employer.  The amount which may be returned to 
the Employer is the excess of the amount contributed over the amount that 
would have been contributed had there not occurred a mistake of fact or the 
excess of the amount contributed over the amount deductible, as applicable.  A 
Contribution made by reason of a mistake of fact may be refunded only within 1 
year following the date of payment.  Any Contribution to be refunded because 
it was not deductible under Section 404 of the Code, as amended, may be 
refunded only within 1 year following the date the deduction was disallowed.  
Earnings attributable to any such excess Contribution may not be withdrawn, 
but losses attributable 


<PAGE>

thereto must reduce the amount to be returned.  In no event may a refund be 
due which would cause the account balance of any Participant to be reduced to 
less than the Participant's Account balance would have been had the mistaken 
amount, or the amount determined to be nondeductible, not been contributed.

4.6  Funding Policy:  The provisions of this Article IV shall be deemed the 
procedure for establishing and carrying out the funding policy and method of 
the Plan.  Such funding policy and method shall be administered by the 
Employer and other Fiduciaries consistent with the objectives of the Plan and 
with the requirements of Title I of ERISA.

4.7  Rollover Amounts:  The Plan may accept, in the form and manner prescribed 
by the Administrative Committee, any and all amounts received by an Employee 
as a lump-sum distribution from any plan qualified under Section 401(a) of the 
Code.  The amount transferred shall be deposited in the Trust Fund and shall 
be credited to the Participant's Rollover Account.  Such account shall at all 
times be fully vested and nonforfeitable and shall share in the income of the 
Trust Fund in accordance with Section 5.2(a).  Upon termination of Service, 
death, disability or retirement on or after Early or Normal Retirement Date, 
the total amount transferred shall be distributed in accordance with Article 
VII.

Any Participant may file with the Administrative Committee a written request 
that the Trustee accept a lump-sum distribution from a qualified Individual 
Retirement Account.  The Administrative Committee, in its sole and absolute 
discretion, shall determine whether such Participant shall be permitted to 
contribute a Rollover Amount to the Trust Fund.  The Administrative Committee 
shall develop such procedures and may require such information from the 
Employee desiring to make such a transfer as it deems necessary or desirable 
to determine that the proposed transfer will meet the requirements of this 
Section.  Upon approval by the Administrative Committee, the amount 
transferred shall be deposited in the Trust Fund and shall be credited to the 
Participant's Rollover Account.  Such account shall at all times be 100% 
vested in the Employee and shall share in the Income of the Trust Fund in 
accordance with Section 5.2(a).  Upon termination of employment, the total 
amount of the Rollover Account shall be distributed in accordance with Article 
VII.

Upon such a transfer by an Employee who is otherwise eligible to participate 
in the Plan but who has not yet completed the participation requirements of 
Section 3.1, his Rollover Account shall represent his sole interest in the 
Plan until he becomes a Participant.  In all respects, the Rollover Account 
shall be treated as a regular account under this Plan and shall be subject to 
the investment directions of the Participant and the change thereof as 
otherwise permitted herein.

4.8  Disposition of Forfeitures:  In any case in which a Participant is not 
entitled to the full amount in his Employer Contribution Account, the amount 
to which he is not entitled shall be forfeited in accordance with Section 6.4.  
In any Plan Year in which amounts are required to be 


<PAGE>

credited to (i) the Employer Contribution Account of a reemployed Participant 
for whom a reinstatement of prior Forfeitures is required pursuant to Section 
6.4 hereof, or (ii) the Account of a previous Participant pursuant to the 
unclaimed benefit provisions of Section 10.7 hereof, such amounts required 
shall be charged against and deducted from Forfeitures otherwise available for 
allocation to Participants in the Plan Year in which such amounts must be 
reinstated.  To the extent that Forfeitures for any Plan Year exceed the 
amounts required to reinstate the Accounts of such reemployed or reinstated 
Participants, they will be allocated among the Participants in the same manner 
as the Employer Contributions under Section 5.2(b), and shall be used 
annually, on April 1, to offset the minimum Employer Contribution required 
under Section 4.1, until the Forfeiture is fully allocated.


<PAGE>



                                  ARTICLE V

                           ACCOUNTS OF PARTICIPANTS

5.1  Individual Accounts:  The Administrative Committee shall create and 
maintain adequate records to disclose the interest in the Plan and Trust of 
each Participant, former Participant and Beneficiary.  Such records shall be 
in the form of individual accounts, and credits and charges shall be made to 
such accounts in the manner herein described.  Each Participant shall have two 
separate accounts, a Company Matching Account and an Employee Savings Account, 
and Participants may also have a Rollover Account.  Such accounts are 
sometimes referred to herein as an "account."  The maintenance of individual 
accounts is only for accounting purposes, and a segregation of the assets of 
the Trust Fund to each account shall not be required.  Distributions and 
withdrawals made from an account shall be charged to the account as of the 
date paid.

5.2  Account Adjustments:  The accounts of Participants, former Participants 
and Beneficiaries shall be adjusted as of each Valuation Date in accordance 
with the following:

    (a)  Income of the Trust Fund:  The Income of the Trust Fund for each 
calendar quarter (including the appreciation or depreciation in value of the 
assets in the Trust Fund) shall be allocated to the accounts of the 
Participants, Former Participants and Beneficiaries who had unpaid balances in 
their accounts on the last day of the calendar quarter in proportion to the 
balances in such accounts at the beginning of the calendar quarter, but after 
first reducing each such account balance by any distributions from the account 
during the calendar quarter and after increasing the balance in each Company 
Matching Account and Employee Savings Account at the beginning of the calendar 
quarter by 1/2 of any Contributions made to the accounts during such calendar 
quarter.

    (b)  Employer Contributions:  The Employer Matching Contributions made on 
behalf of each Participant for the calendar quarter shall be allocated to his 
Company Matching Account.  Discretionary Employer Contributions shall be 
allocated to the Company Matching Account of each Participant who is employed 
by an Employer or Affiliate on the last day of the Plan Year, in proportion to 
the amount of Pre-Tax contributions made by such Participants during the Plan 
Year.

    (c)  Pre-Tax Contributions:  A Participant's Pre-Tax Contributions for the 
calendar quarter shall be allocated to his Employee Savings Account.

5.3  Maximum Annual Additions:  Notwithstanding anything contained herein to 
the contrary, the total Annual Additions made to the Account of a Participant 
for any Plan Year commencing after the Effective Date shall be subject to the 
following limitations:


<PAGE>



    (a)   Single Defined Contribution Plan

      1.  If an Employer does not maintain any other qualified plan, the 
amount of Annual Additions which may be allocated under this Plan on a 
Participant's behalf for a Limitation Year shall not exceed the lesser of the 
Maximum Permissible Amount or any other limitation contained in this Plan.

      2.  Prior to the determination of the Participant's actual Compensation 
for a Limitation Year, the Maximum Permissible Amount may be determined on the 
basis of the Participant's estimated annual Compensation for such Limitation 
Year.  Such estimated annual Compensation shall be determined on a reasonable 
basis and shall be uniformly determined for all Participants similarly 
situated.  Any Employer Contributions (including allocation of forfeitures) 
based on estimated annual Compensation shall be reduced by any Excess Amounts 
carried over from prior years.

      3.  As soon as is administratively feasible after the end of the 
Limitation Year, the Maximum Permissible Amount for such Limitation Year shall 
be determined on the basis of the Participant's actual Compensation for such 
Limitation Year.

      4.  If there is an Excess Amount with respect to a Participant for the 
Limitation Year, such Excess shall be disposed of as follows:

        A.  There shall first be returned to the Participant (i) his after-tax 
contributions attributable to that Limitation Year, if any are authorized 
under the Plan, and then (ii) his Pre-Tax Contributions attributable to that 
Limitation Year, to the extent such returned Contributions would reduce the 
Excess Amount.

        B.  If any such Excess Amount shall then remain, there shall then be a 
reduction of the Employer Contributions allocated to the Participant, and the 
amount of the reduction of the Employer Contributions for such Participant 
shall be reallocated out of the Account of such Participant and shall be held 
in a suspense account which shall be applied as a part of (and to reduce to 
such extent what would otherwise be) the Employer Contributions for all 
Participants required to be made to the Plan during the next subsequent 
calendar month or months.  No portion of such Excess Amount may be distributed 
to Participants or former Participants.  If a suspense account is in existence 
at any time during the Limitation Year 


<PAGE>

pursuant to this Paragraph B, such suspense account shall not participate in 
the allocation of investment gains or losses of the Trust Fund.

        C.  If any such Excess Amount shall then remain, the Excess Amount of 
the Participant's Pre-Tax Contributions, as defined in Section 4.1, shall be 
used to reduce Pre-Tax Contributions for the next Limitation Year (and 
succeeding Limitation Years, as necessary) for that Participant if that 
Participant is eligible to participate in the Plan as of the end of the next 
and succeeding Limitation Years.  However, if that Participant is not eligible 
to participate in the Plan as of the end of the Limitation Year, then the 
Excess Amounts must be held unallocated in a suspense account and applied in 
the next subsequent calendar month or months as a part of (and to reduce to 
such extent what would otherwise be) the Employer Contribution for all 
Participants required to be made to the Plan.  No portion of such Excess 
Amount may be distributed to Participants or former Participants.  If a 
suspense account is in existence at any time during the Limitation Year 
pursuant to this paragraph C, such suspense account shall not participate in 
the allocation of investment gains or losses of the Trust Fund.

    (b)  Two or More Defined Contribution Plans

      1.  If, in addition to this Plan, the Employer maintains an Employee 
Stock Ownership Plan and/or any other qualified defined contribution plan, the 
amount of Annual Additions which may be allocated under this Plan on a 
Participant's behalf for a Limitation Year, shall not exceed the lesser of:

        A.  the Maximum Permissible Amount, reduced by the sum of any Annual 
Additions allocated to the Participant's accounts for the same Limitation Year 
under any other defined contribution plan or plans; or

        B.  any other limitation contained in this Plan.

      2.  Prior to the determination of the Participant's actual Compensation 
for the Limitation Year, the amount referred to in paragraph 1.A. above may be 
determined on the basis of the Participant's estimated annual Compensation for 
such Limitation Year.  Such estimated annual Compensation shall be determined 
on a reasonable basis and shall be uniformly determined for all Participants 
similarly 


<PAGE>

situated.  Any Employer Contribution (including allocation of forfeitures) 
based on estimated annual Compensation shall be reduced by any Excess Amounts 
carried over from prior years.

      3.  As soon as is administratively feasible after the end of the 
Limitation Year, the amounts referred to in paragraph 1.A. above shall be 
determined on the basis of the Participant's actual Compensation for such 
Limitation Year.

      4.  If a Participant's Annual Additions under the Plan and all such 
other defined contribution plans result in an Excess Amount, such Excess 
Amount shall be deemed to consist of the amounts last allocated.

      5.  If an Excess Amount was allocated to a Participant on an allocation 
date of this Plan which coincides with an allocation date of another plan, the 
Excess Amount attributed to this Plan will be the product of:

        A.  the total Excess Amount allocated as of such date (including any 
amount which would have been allocated but for the limitations of Section 415 
of the Code); times

        B.  the ratio of (i) the amount allocated to the Participant as of 
such date under this Plan, divided by (ii) the total amount allocated as of 
such date under all qualified defined contribution plans (determined without 
regard to the limitations of Section 415 of the Code).

      6.  Any Excess Amounts attributed to this Plan shall be disposed of as 
provided in paragraph (a) above.

    (c)  Defined Contribution Plan and Defined Benefit Plan

      1.  General Rule:  If the Employer maintains one or more defined 
contribution plans and one or more defined benefit plans, the sum of the 
"defined contribution plan fraction" and the "defined benefit plan fraction" 
as defined below, cannot exceed 1.0 for any Limitation Year.  For purposes of 
this paragraph (c), employee contributions to a qualified defined benefit plan 
are treated as a separate defined contribution plan, and all defined 
contribution plans of an Employer are to be treated as one defined 
contribution plan and all defined benefit plans of an Employer are to be 
treated as one defined benefit plan, whether or not such plans have been 
terminated.


<PAGE>



      2.  If the sum of the defined contribution plan fraction and defined 
benefit plan fraction exceeds 1.0, the annual benefit of the defined benefit 
plan or plans will be reduced so that the sum of the fractions will not exceed 
1.0.  If additional reductions are required for the sum of the fractions to 
equal 1.0, the reductions will then be made first to the Annual Additions of 
the defined contribution plans.

      3.  Defined Contribution Fraction:

        A.  General Rule:  The defined contribution fraction for any year is 
(i) divided by (ii), where (i) and (ii) are:

          (i)   the numerator; the sum of the actual Annual Additions to the 
Participant's Account at the close of the Limitation Year, and

          (ii)  the denominator; the sum of the lesser of the following 
amounts determined for such year and for each prior year of service of the 
Employer:

            a.  1.25 times the dollar limitation in effect for each such year 
(without regard to the special dollar limitations for employee stock ownership 
plans), or

            b.  1.4 times 25% of the Participant's Compensation for each such 
year.

        B.  If the Employee was a Participant in one or more defined 
contribution plans maintained by the Employer which were in existence on July 
1, 1982, the numerator of this fraction will be adjusted if the sum of this 
fraction and the defined benefit fraction would otherwise exceed 1.0 under the 
terms of this Plan.  Under the adjustment, an amount equal to the product of 
(1) the excess of the sum of the fractions over 1.0 times (2) the denominator 
of this fraction will be permanently subtracted from the numerator of this 
fraction.  The adjustment is calculated using the fractions as they would be 
computed as of the later of September 30, 1983, or the end of the last 
limitation year beginning before January 1, 1983.  This adjustment also will 
be made if at the end of the last limitation year 


<PAGE>

beginning before January 1, 1984, the sum of the fractions exceeds 1.0 because 
of accruals or additions that were made before the limitations of this article 
became effective to any plans of the Employer in existence on July 1, 1982.

      4.  Defined Benefit Plan Fraction:

        A.  General Rule:  The defined benefit plan fraction for any year is 
(i) divided by (ii), where:

          (i)   is the projected annual benefit of the Participant under the 
Plan (determined as of the close of the Limitation Year), and

          (ii)  is the lesser of

            a.  1.25 times the dollar limitation (adjusted, if necessary) for 
such year, or

            b.  1.4 times 100% of the Participant's Average Compensation for 
the high 3 years (adjusted, if necessary).

        B.  Notwithstanding the above, if the Participant was a participant in 
one or more defined benefit plans maintained by an Employer which were in 
existence on July 1, 1982, the denominator of this fraction will not be less 
than 125% of the sum of the annual benefits under such plans which the 
Participant had accrued as of the later of September 30, 1983, or the end of 
the last Limitation Year beginning before January 1, 1983.  The preceding 
sentence applies only if the defined benefit plans individually and in the 
aggregate satisfied the requirements of Section 415 as in effect at the end of 
the 1982 Limitation Year.

    (d)  Definitions:

      1.  Employer:  The Company and any other Employer that adopts this Plan.  
In the case of a group of employers which constitutes a controlled group of 
corporations (as defined in Section 414(b) of the Code as modified by 


<PAGE>

Section 415(h)) or which constitutes trades and businesses (whether or not 
incorporated) which are under common control (as defined in Section 414(c) as 
modified by Section 415(h)) or an affiliated service group (as defined in 
Section 414(m)), all such employers shall be considered a single Employer for 
purposes of applying the limitations of these sections.

      2.  Annual Additions:  With respect to each Plan Year (Limitation Year), 
the total of the Employer Contributions, Pre-Tax Contributions, Forfeitures 
and amounts described in Sections 415(e)(1) and 419A(d)(2) of the Code, which 
are allocated to the Participant's Account; excluding, however, any amounts 
contributed to reinstate an amount forfeited or an unclaimed benefit.

      3.  Excess Amount:  The excess of the Participant's Annual Additions for 
the Limitation Year over the Maximum Permissible Amount.

      4.  Limitation Year:  Before January 1, 1996, a 12-consecutive-month 
period ending on September 30.  After December 31, 1995, a 12-consecutive-
month period ending on December 31.

      5.  Maximum Permissible Amount:  For a Limitation Year, the Maximum 
Permissible Amount with respect to any Participant shall be the lesser of:

        A.  $30,000 (or, if greater, one-fourth of the defined benefit dollar 
limitation set forth in Section 415(b)(1) of the Code as in effect for the 
Limitation Year), or

        B.  25% of the Participant's Compensation for the Limitation Year.

      6.  Compensation:  For purposes of determining compliance with the 
limitations of Code Section 415, Compensation shall mean a Participant's wages 
within the meaning of Code Section 3401(a) and including all other payments of 
compensation to a Participant (in the course of employment with an Employer 
maintaining the Plan) for which such Employer is required to furnish the 
Participant a written statement under Sections 6041(d), 6051(a)(3) and 6052 of 
the Code, but excluding any amounts paid or reimbursed by the Employer for 
moving expenses incurred by the Participant, to the extent that at the time of 
payment it is reasonable to believe these amounts are deductible by the 
Participant under Section 217 of the Code.


<PAGE>



For purposes of applying the limitations in this Section, amounts included as 
compensation are those actually paid or made available to a Participant within 
the Limitation Year.  Compensation shall be limited to $150,000 (unless 
adjusted in the same manner as permitted under Code Section 415(d)).  
Notwithstanding anything to the contrary in the definition, Compensation shall 
include any and all items which may be includable in Compensation under 
Section 415(c)(3) of the Code.

      7.  Average Compensation:  The average Compensation during a 
Participant's high three years of Service, which period is the three 
consecutive calendar years (or the actual number of consecutive years of 
employment for those Employees who are employed for less than three 
consecutive years with the Employer) during which the Participant had the 
greatest aggregate Compensation from the Employer.

      8.  Annual Benefit:  A benefit payable annually in the form of a 
straight life annuity (with no ancillary benefits) under a plan to which 
Employees do not contribute and under which no rollover contributions are 
made.

5.4  Valuation of Trust Fund:  A valuation of the Trust Fund shall be made as 
of each Valuation Date and as of such other special Valuation Dates as may be 
specified by the Administrative Committee.  Each valuation shall be based on 
the fair market value of assets in the Trust Fund at the end of the day on the 
Valuation Date.  For the purposes of each such valuation, the assets of the 
Trust Fund shall be valued at their respective current market values, and the 
amount of any obligations for which the Trust Fund may be liable, as shown on 
the books of the Trustee, shall be deducted from the total value of the 
assets.

5.5  Recognition of Different Investment Options:  As provided in Article 
VIII, four Investment Options shall be established and each Participant shall 
direct, within the limitations set forth in Section 8.3, the proportion of the 
balance in his Company Matching Account and Employee Savings Account that 
shall be deposited in each Investment Option.  Consequently, when appropriate, 
a Participant shall have a Company Matching Account and an Employee Savings 
Account in each such Investment Option, and the allocations described in 
Section 5.2 shall be adjusted in such manner as is appropriate to recognize 
the existence of four Investment Options.  Because Participants have a choice 
of Investment Options, any reference in this Plan to a Company Matching 
Account or an Employee Savings Account shall be deemed to mean and include all 
accounts of a like nature which are maintained for the Participant under each 
Investment Option.


<PAGE>



                                  ARTICLE VI

                            PARTICIPANTS' BENEFITS

6.1  Retirement of Participants on or after Retirement Date:  Any Participant 
who terminates his Service on or after his Early or Normal Retirement Date 
shall be vested in  and entitled to receive the entire amount of his account.  
The "entire amount" in such Participant's Account shall include any Pre-Tax 
Contributions, Rollover Amounts, and Employer Contributions to be made as of 
the end of the calendar quarter preceding the calendar quarter in which 
termination of Service occurs and any Pre-Tax Contributions or Rollover 
Amounts made in the calendar quarter of termination and not yet allocated.  
Payment of benefits due under this Section shall be made in accordance with 
Article VII.

6.2  Disability of Participants:  If the Administrative Committee shall find 
and advise the Trustee that a Participant has ceased active employment with an 
Employer because of physical or mental disability, which in the judgment of 
the Administrative Committee, based upon advice of competent physicians of 
their selection, will permanently prevent such Participant from continuing 
active employment with an Employer, such Participant shall become entitled to 
receive the entire amount of his account.  The "entire amount" in such 
Participant's account shall include any Pre-Tax Contributions, Rollover 
Amounts, and Employer Contributions to be made as of the end of the calendar 
quarter preceding the calendar quarter in which such Participant's active 
employment with an employer ceased.  Payment of benefits due under this 
Section shall be made in accordance with Article VII.

6.3  Death of Participants:  In the event of the termination of Service of any 
Participant by death, and after receipt by the Administrative Committee of 
acceptable proof of death, his Beneficiary shall be entitled to receive the 
entire amount in the deceased Participant's account.  The "entire amount" in 
such Participant's account shall include any Pre-Tax Contributions, Rollover 
Amounts, and Employer Contributions to be made as of the end of the calendar 
quarter preceding the calendar quarter in which termination of Service occurs 
and any Pre-Tax Contributions or Rollover Amounts made in the calendar quarter 
of termination and not yet allocated.  Payment of benefits due under this 
Section shall be made in accordance with Article VII.

6.4  Other Termination of Service:  In the event of termination of Service of 
any Participant for any reason other than retirement on or after his Early or 
Normal Retirement Date, disability or death, a Participant shall, subject to 
the further provisions of this Plan, be entitled to receive the entire amount 
credited to his Employee Savings and Rollover Account, plus any of his Pre-Tax 
Contributions made for the Plan Year of termination of Service, but not yet 
allocated, plus an amount equal to his vested percentage of his Company 
Matching Account, determined in accordance with the following schedule:


<PAGE>


<TABLE>
<CAPTION>
     Years of Service         Vested Percentage
     ----------------         -----------------
     <S>                      <C>
     Less than 2 years                0%

     2 years but less than 3         25%

     3 years but less than 4         50%

     4 years but less than 5         75%

     5 years or more                100%

If a Participant terminates Service with a vested benefit in the Plan, the 
Participant may elect to receive a distribution of the vested portion of such 
benefit and the nonvested portion will be treated as a Forfeiture.

If a Participant receives a distribution pursuant to this Section and resumes 
Service under the Plan, he will have the right to restore any amounts 
forfeited from the prior Company Matching Account.  Such repayment must be 
made by means of a lump-sum cash payment before the earlier of five years 
after the first date on which the Participant is subsequently reemployed by 
the Employer, or the conclusion of five consecutive one-year Breaks in Service 
following the date of distribution.

If a Participant does not receive a distribution of the Participant's vested 
benefit upon termination of employment, the balance in the Participant's 
Accounts shall be divided into two accounts:  a distribution account and a 
suspense account.  The distribution account shall be credited with the amount 
of the Participant's vested interest in the Plan and subject to distribution 
in accordance with Article VII.

If the terminated Participant is not reemployed before he has five consecutive 
one-year Breaks in Service, his suspense account shall be forfeited and shall 
become available for allocation as described in Section 4.8 as of the end of 
the fifth year following the year in which the termination occurred.

If a Participant is reemployed prior to incurring five consecutive one-year 
Breaks in Service, the balance in the suspense account, together with any 
gains or losses thereon, shall be reinstated to the Participant's Accounts.  
Disregarding any accrued benefit distributed under the cash-out provisions of 
Code Section 411(a)(7), such Participant's vested interest in his reinstated 
account at any subsequent relevant time shall be an amount "X" determined by 
the following formula:

                        X = P(AB + D) - D


<PAGE>



For purposes of applying this formula:  P is the vested percentage at such 
relevant time; AB is the account balance at the relevant time; D is the amount 
of the prior distribution to the Participant.

Payment of benefits due under this Section shall be made in accordance with 
Article VII.

6.5  Beneficiaries in the Event of Death:  Upon the death of a Participant, 
his account shall be distributed to the Participant's surviving spouse, but if 
there is no surviving spouse, or if the surviving spouse has already consented 
by a qualified election pursuant to Section 6.6, to the Beneficiary or 
Beneficiaries designated by the Participant in a written designation filed 
with his Employer, or if no such designation shall have been so filed, to his 
estate.  No designation of any Beneficiary other than the Participant's 
surviving spouse shall be effective unless in writing and received by the 
Participant's Employer, and in no event shall it be effective as of the date 
prior to such receipt.  The former spouse of a Participant shall be treated as 
a surviving spouse to the extent provided under a qualified domestic relations 
order as described in Section 414(p) of the Code.

6.6  Qualified Election:  The Participant's spouse may waive the right to 
receive the Participant's full vested account balance.  The waiver must be in 
writing and the Participant's spouse must acknowledge the effect of the 
waiver.  The spouse's consent to a waiver must be witnessed by a plan 
representative or a notary public.  The Participant may file a waiver without 
the spouse's consent if it is established to the satisfaction of the 
Administrative Committee that such written consent may not be obtained because 
there is no spouse or the spouse may not be located.  Any consent under this 
Section 6.6 will be valid only with respect to the spouse who signs the 
consent.  Additionally, a revocation of a prior waiver may be made by a 
Participant without the consent of the spouse at any time before the 
distribution of the account.  The number of revocations shall not be limited.

6.7  Valuation Dates Determinative of Participants' Rights:  The amount to 
which a Participant is entitled upon his retirement, death or other 
termination of Service shall be the value of his account as of the Valuation 
Date coinciding with or next preceding the termination of his Service, plus 
the Pre-Tax Contributions and Company Matching Contributions made after such 
date and less withdrawals, if any, made after such date.  The distribution of 
such Participant's benefits shall commence at the time set forth in Section 
7.1.

6.8  Hardship Withdrawals:  A Participant may at any time file with the 
Administrative Committee an appropriate written request for a hardship 
withdrawal from his Employee Savings Account.  The approval or disapproval of 
such request shall be made within the sole discretion of the Administrative 
Committee, except that the Administrative Committee shall not approve any such 
request for a withdrawal unless it has been presented a certification by the 
Participant that he or she is facing a hardship creating an immediate and 
substantial financial need and that the resources 


<PAGE>

necessary to satisfy that financial need are not reasonably available from 
other sources of the Participant.  The amount of the hardship withdrawal shall 
be limited to that amount which the Administrative Committee determines to be 
required to meet the immediate financial need created by the hardship.  The 
hardship withdrawal shall be made in cash as soon as practical after the 
Participant submits the hardship request and the dollar amount withdrawn shall 
be determined by reference to the net dollar amount of his unwithdrawn Pre-Tax 
Contributions to the Plan (excluding earnings thereon allocated to his 
Employee Savings Account after December 31, 1988) and the amount of his 
Rollover Account (if any) not attributable to a defined benefit plan 
distribution, plus the earnings thereon, but in an amount not less than $1,000 
and not greater than the value of a Participant's Employee Savings Account and 
the applicable amount in his Rollover Account.  The amount distributed shall 
be taken from each of the Investment Options to which the Participant's 
accounts have been allocated, in proportion to the interest in each Investment 
Option.  A Participant who receives a hardship withdrawal from Pre-Tax 
Contributions shall be prohibited from making Pre-Tax Contributions to this 
Plan and all other plans maintained by the Employer (except "welfare plans" as 
defined in Section 3(1) of ERISA) for the 12 consecutive months following the 
date of distribution, but may resume making Pre-Tax Contributions (if he is 
otherwise eligible to participate in the Plan) as of the next January 1, April 
1, July 1 or October 1 following such 12 consecutive month period.  In 
addition, the dollar limitation on Pre-Tax Contributions described in Section 
4.2 shall be reduced (but not below zero) in the year following the hardship 
withdrawal by the amount of Pre-Tax Contributions made by the Participant in 
the Plan Year during which the withdrawal was made.  The following standards 
(or such other standards as may be acceptable under Treasury Regulations 
issued pursuant to Section 401(k) of the Code) shall be applied on a uniform 
and nondiscriminatory basis in determining the existence of such a hardship:

    (a)  A financial need shall be considered immediate if it must be 
satisfied in substantial part within a period of 12 months from the date on 
which the Participant certifies his or her eligibility for a hardship 
withdrawal.  A financial need may include any amounts necessary to pay any 
federal, state or local income taxes or penalties reasonably anticipated to 
result from the distribution.

    (b)  To be considered a hardship for purposes of this Section 6.8, the 
event giving rise to the need for funds must relate to financial hardship 
resulting from:

      (i)   medical expenses described in Code Section 213(d) previously 
incurred by the Participant, or the Participant's spouse or dependents (as 
defined in Section 152 of the Code) or necessary for these persons to obtain 
medical care,

      (ii)  costs directly related to the purchase (excluding mortgage 
payments) of a principal residence for the Participant,


<PAGE>



      (iii) payment for tuition and related educational fees for the next 12 
months of post-secondary education for the Participant or the Participant's 
spouse, children or dependents,

      (iv)  payments necessary to prevent the eviction of the Participant from 
his principal residence or foreclosure on the mortgage of the Participant's 
principal residence, or

      (v)   any event that the Administrative Committee determines is a 
hardship.

6.9  Loans:  A Participant who is an Employee and, to the extent not resulting 
in discrimination prohibited by Section 401(a)(4) of the Code, any other 
Participant or any Beneficiary (including an "alternate payee" within the 
meaning of Code Section 414(p)(8)) who is a "party in interest" with respect 
to the Plan within the meaning of ERISA Section 3(14) and who must be eligible 
to obtain a Plan loan in order for the exemption set forth in 29 C.F.R. 
Section 2550.408b-1 to apply to the Plan (hereinafter "Borrower"), may apply 
for a loan, in accordance with procedures established by the Administrative 
Committee, in the following order:  the vested portion of his Company Matching 
Account, his Rollover Account, if any, and his Employee Savings Account 
maintained by or for the Borrower in the Trust Fund; and the Administrative 
Committee in its sole discretion may permit such a loan.  Loans shall be 
granted in a uniform and non-discriminatory manner on terms and conditions 
determined by the Administrative Committee which shall not result in more 
favorable treatment of highly compensated employees and shall be set forth in 
written procedures promulgated by the Administrative Committee in accordance 
with applicable governmental regulations.  All such loans shall also be 
subject to the following terms and conditions:

    (a)  The amount of the loan, when added to the amount of any outstanding 
loan or loans to the Borrower from any other plan of the Employer or an 
Affiliate which is qualified under Code Section 401(a), shall not exceed the 
lesser of (i) $50,000, reduced by the excess, if any, of the Borrower's 
highest outstanding balance of loans from all such plans during the one (1) 
year period ending on the day before the date on which such loan was made, 
over the outstanding balance of loans to the Borrower from the Plan on the 
date on which such loan was made or (ii) fifty percent (50%) of the present 
value of the Borrower's vested Account balance under the Plan.  In no event 
shall a loan of less than $1,000 be made to a Borrower.  A Borrower may not 
have more than one (1) loan outstanding at a time under this Plan, and no more 
than one (1) loan may be obtained during any twelve (12) month period from the 
effective date of the first loan.  If a Borrower with one (1) outstanding loan 
wishes to apply for a second loan under the Plan, he must first pay, in a 
single lump-sum payment of cash, the remaining balance of the outstanding 
loan.


<PAGE>



    (b)  The loan shall be for a term of at least one (1) year and not to 
exceed five (5) years, unless the loan is used to acquire any dwelling unit 
which within a reasonable time is to be used as a principal residence of the 
Borrower.  A loan for the purchase of a principal residence shall be for a 
term not to exceed fifteen (15) years.  The loan shall be evidenced by a note 
signed by the Borrower.  The loan shall be payable in equal installments of 
principal and interest, payable no less frequently than monthly, and shall 
bear interest at a reasonable rate which shall be determined by the 
Administrative Committee on a uniform and consistent basis and set forth in 
the procedures in accordance with applicable governmental regulations.  
Payments by a Borrower who is an Employee receiving compensation from the 
Employer will be made by means of payroll deduction from the Borrower's 
compensation.  If the Borrower is not receiving compensation from the 
Employer, the loan repayment shall be made in accordance with the terms and 
procedures established by the Administrative Committee.  A Borrower may repay 
an outstanding loan in full at any time.

    (c)  In the event an installment payment is not paid within seven (7) days 
following the monthly due date, the Administrative Committee shall give 
written notice to the Borrower sent to his last known address.  If such 
installment payment is not made within ninety (90) days thereafter, the 
Administrative Committee shall proceed with foreclosure in order to collect 
the full remaining loan balance or shall make such other arrangements with the 
Borrower as the Administrative Committee deems appropriate.  Foreclosures need 
not be effected until occurrence of a distributable event under the terms of 
the Plan, and no rights against the Borrower or the security shall be deemed 
waived by the Plan as a result of such delay.

    (d)  The unpaid balance of the loan, together with interest thereon, shall 
become due and payable upon the date of distribution of the Account and the 
Trustee shall first satisfy the indebtedness from the amount payable to the 
Borrower or to the Borrower's Beneficiary before making any payments to the 
Borrower or to the Beneficiary.

    (e)  Any loan to a Borrower under the Plan shall be adequately secured.  
Such security shall include a pledge of a portion of the Borrower's right, 
title and interest in the Trust Fund which shall not exceed fifty percent 
(50%) of the present value of the Borrower's vested Account balance under the 
Plan as determined immediately after the loan is extended.  Such pledge shall 
be evidenced by the execution of a promissory note by the Borrower which shall 
grant the security interest and provide that, in the event of any default by 
the Borrower on a loan repayment, the Administrative Committee shall be 
authorized to take any and all appropriate lawful actions necessary to enforce 
collection of the unpaid loan.


<PAGE>



    (f)  A request by a Borrower for a loan shall be made in accordance with 
such procedures as the Administrative Committee shall establish and shall 
specify the amount of the loan and the Account(s) from which the loan is to be 
made, in the order listed above.  If a Borrower's request for a loan is 
approved, the Trustee shall make the loan in a lump-sum payment of cash to the 
Borrower.  The cash for such payment shall be obtained by liquidating on a pro 
rata basis the vested interests in the Investment Option or Options that are 
credited to the Account of the Borrower.

    (g)  Principal and interest repayments shall be invested according to the 
Borrower's then-current designations for investments.  Principal repayments 
will be credited to the separate Account(s) within each Investment Option in 
the reverse order of the amount originally taken from each Account for the 
loan.  Interest repayments will be credited to the separate Account(s) in 
proportion to the outstanding loan balances in each Account.

    (h)  Loan repayments will be credited with income in the same manner as 
contributions made to the Plan in the month in which they are deposited into 
the Trust.


<PAGE>



                                  ARTICLE VII

                              PAYMENT OF BENEFITS

7.1  Payment of Benefits:  A Participant shall be entitled to receive a 
distribution of Computer Sciences Corporation Common Stock, cash, and the cash 
value of any fractional shares of the benefits to which he may be entitled 
under the terms of Sections 6.1, 6.2, 6.3 or 6.4 of this Plan as soon as 
practicable after the occasion for distribution occurs.  If the value of the 
Participant's Employee Savings Account, Company Matching Account and Rollover 
Account is less than or equal to $3,500, the Administrative Committee may 
order distribution of the Participant's Employee Savings Account, Company 
Matching Account and Rollover Account to be made within 60 days after the end 
of the Plan Year in which the occasion for distribution occurs.  If the total 
value of the assets in the Participant's Employee Savings Account, Company 
Matching Account and Rollover Account exceeds $3,500, a distribution will be 
made only on the Participant's election but in any event, unless the 
Participant consents to a later distribution, no later than 60 days after the 
latest of the close of the Plan Year in which (a) the Participant attains his 
Retirement Date or (b) the Participant terminates his service.  Upon any 
distribution, such Participant's Employee Savings Account and Company Matching 
Account will be valued as of the Valuation Date preceding actual distribution.  
All benefits payable because of a Participant's death shall be paid within one 
year after the Participant's death to the Participant's Beneficiary in a 
single, lump-sum distribution, subject to Sections 7.5 and 7.6.

Notwithstanding anything herein to the contrary, distribution of the Account 
of a Participant who reaches age 70 1/2 will automatically commence no later
 than 
April 1 of the calendar year following the calendar year in which he reaches 
age 70 1/2.The amount to be distributed each year to a Participant must be at 
least an amount equal to the quotient obtained by dividing the Participant's 
entire interest by the life expectancy of the Participant or joint and life 
survivor expectancy of the Participant and designated beneficiary.  Life 
expectancy and joint and life survivor expectancy shall be computed by the use 
of the return multiples contained in Treasury Regulation Section 1.72-9.  For 
purposes of this computation, a Participant's life expectancy may be 
recalculated no more frequently than annually; however, the life expectancy of 
a non-spouse beneficiary may not be recalculated.  If the Participant's spouse 
is not the designated beneficiary, the method of distribution selected must 
ensure that more than fifty percent (50%) of the present value of the amount 
available for distribution is paid within the life expectancy of the 
Participant.

7.2  Presenting Claims for Benefits:  Any Participant or the Beneficiary of 
any deceased Participant may submit written application to the Administrative 
Committee for the payment of any benefit asserted to be due him under the 
Plan.  Such application shall set forth the nature of the claim and such other 
information as the Administrative Committee may reasonably request.  Promptly 
upon the receipt of any application required by this Section, the 
Administrative Committee shall 


<PAGE>

determine whether or not the Participant or Beneficiary involved is entitled 
to a benefit hereunder and, if so, the amount thereof and shall notify the 
applicant of its findings.

If a claim is wholly or partially denied, the Administrative Committee shall 
so notify the applicant within 90 days after receipt of the application by the 
Administrative Committee, unless special circumstances require an extension of 
time for processing the application.  If such an extension of time for 
processing is required, written notice of the extension shall be furnished to 
the applicant prior to the end of the initial 90-day period.  In no event 
shall such extension exceed a period of 90 days from the end of such initial 
period.  The extension notice shall indicate the special circumstances 
requiring an extension of time and the date by which the Administrative 
Committee expects to render its final decision.  Notice of the Administrative 
Committee's decision to deny a claim in whole or in part shall be set forth in 
a manner calculated to be understood by the applicant and shall contain the 
following:

      (i)   the specific reason or reasons for the denial,

      (ii)  specific reference to the pertinent Plan provisions on which the 
denial is based,

      (iii) a description of any additional material or information necessary 
for the applicant to perfect the claim and an explanation of why such material 
or information is necessary, and

      (iv)  an explanation of the claims review procedure set forth in Section 
7.3 hereof.

If notice of denial is not furnished, and if the claim is not granted within 
the period of time set forth above, the claim shall be deemed denied for 
purposes of proceeding to the review stage described in Section 7.3.

7.3  Claims Review Procedure:  If an application filed by a Participant or 
Beneficiary under Section 7.2 above shall result in a denial by the 
Administrative Committee of the benefit applied for, either in whole or in 
part, such applicant shall have the right, to be exercised by written request 
filed with the Administrative Committee within 60 days after receipt of notice 
of the denial of his application or, if no such notice has been given, within 
60 days after the application is deemed denied under Section 7.2, for the 
review of his application and of his entitlement to the benefit for which he 
applied.  Such request for review may contain such additional information and 
comments as the applicant may wish to present.  Within 60 days after receipt 
of any such request for review, the Administrative Committee shall reconsider 
the application in light of such additional information and comments as the 
applicant may have presented, and if the applicant shall have so requested, 
shall afford the applicant or his designated representative a hearing before 
the Administrative Committee.  


<PAGE>

The Administrative Committee shall also permit the applicant or his designated 
representative to review pertinent documents in its possession, including 
copies of the Plan document and information provided by the Company relating 
to the applicant's entitlement to such benefit.  The Administrative Committee 
shall make a final determination with respect to the applicant's application 
for review as soon as practicable, and in any event not later than 60 days 
after receipt of the aforesaid request for review, except that under special 
circumstances, such as the necessity for holding a hearing, such 60-day period 
may be extended to the extent necessary, but in no event beyond the expiration 
of 120 days after receipt by the Administrative Committee of such request.  If 
such an extension of time for review is required because of special 
circumstances, written notice of the extension shall be furnished to the 
applicant prior to the commencement of the extension.  Notice of such final 
determination of the Administrative Committee shall be furnished to the 
applicant in writing, in a manner calculated to be understood by him, and 
shall set forth the specific reasons for the decision and specific references 
to the pertinent provisions of the Plan upon which the decision is based.  If 
the decision on review is not furnished within the time period set forth 
above, the claim shall be deemed denied on review.

7.4  Disputed Benefits:  If any dispute still exists between a Participant or 
a Beneficiary and the Administrative Committee after a review of the claim or 
in the event any uncertainty shall develop as to the person to whom payment of 
any benefit hereunder shall be made, the Trustee may withhold the payment of 
all or any part of the benefits payable hereunder to the Participant or 
Beneficiary until such dispute has been resolved by a court of competent 
jurisdiction or settled by the parties involved.

7.5  Distribution of Retirement Rollover Account - Automatic Survivor 
Benefits:  Distribution of any funds transferred from the Retirement Plan for 
Employees of Associated Credit Services, Inc. or the Accounts Management 
Corporation of Texas Restated Pension Plan and Trust into a Rollover Account 
in this Plan ("Retirement Rollover Account") will be made as provided in this 
Section unless (i) a qualified election has been made under Section 7.6(b), or 
(ii) Section 7.6(c) applies, in which case distribution will be made pursuant 
to Section 7.6.  Benefit payments will commence as provided in Section 7.1.

    (a)  A Participant who does not die before benefit payments commence under 
this Plan shall receive his benefits from his Retirement Rollover Account in 
the form of a qualified joint and survivor annuity.

    (b)  A Participant who dies at any time prior to the commencement of 
benefit payments under the Plan shall have his benefits from his Retirement 
Rollover Account distributed in the form of a qualified pre-retirement 
annuity, if upon his death he is married.  If the Participant is not married, 
death benefits shall be paid pursuant to Section 6.5.


<PAGE>



    (c)  A qualified joint and survivor annuity is an annuity for the life of 
the Participant with a survivor annuity for the life of the Participant's 
spouse which is equal to 50% of the amount of the annuity payable during the 
joint lives of the Participant and the Participant's spouse.  A qualified 
joint and survivor annuity for a Participant who is not married on the date 
benefit payments commence is an annuity for the life of the Participant.  As 
soon as practicable after the Participant's termination of Service, the 
Trustee shall purchase a non-transferable annuity from a commercial insurance 
company with the Participant's Retirement Rollover Account balance.  Payments 
under the annuity are to commence as provided in Section 7.1.  If the 
Participant is married on the date benefit payments commence, the Trustee 
shall title the annuity in a form which will prohibit its surrender or a 
change of its method of payment without the consent of the Participant's 
spouse.

    (d)  A qualified pre-retirement annuity is an annuity for the life of the 
Participant's surviving spouse.  The Trustee shall purchase a non-transferable 
annuity from a commercial insurance company with the deceased Participant's 
Retirement Rollover Account balance and distribute the annuity to the 
surviving spouse no later than 1 year after the Participant's death.  Unless 
the surviving spouse consents to a later annuity payment commencement date, 
payments under the annuity shall commence within one year of the Participant's 
death.  The surviving spouse may elect to defer the payment of benefits from 
the annuity, provided that payments commence not later than the date the 
Participant would have attained age 70 1/2.

    (e)  The Administrative Committee shall provide the Participant with an 
explanation of the qualified joint and survivor annuity and the qualified pre-
retirement survivor annuity which meets the requirements of the Code.  With 
respect to the joint and survivor annuity such explanation shall be provided 
within a reasonable time prior to the commencement of retirement benefit 
payments.  With respect to the pre-retirement survivor annuity, such notice 
shall be provided during the period beginning on the earlier of the first day 
of the Plan Year in which the Participant attains age 32 or upon the 
Participant's separation from Service, and ending on the last day of the Plan 
Year which precedes the Plan Year in which the Participant attains age 35.  If 
an Employee becomes a Participant after this notice period, he shall be 
provided such notice no later than during the first full Plan Year in which he 
is a Participant.

7.6  Distribution of Retirement Rollover Account - Optional Forms:  
Distribution of the Participant's Retirement Rollover Account will be made to 
or for the benefit of a Participant by either of the methods described in 
Section 7.6(a), as selected by the Participant.  Section 7.6(a) shall only 
apply if the Participant has effectively waived the requirements of Section 
7.5 under the rules set forth in part (b) of this Section.


<PAGE>



    (a)  Benefits will commence as provided in Section 7.1:

      (i)   By payment in a lump sum; or

      (ii)  By payments in a series of substantially equal installments over a 
period of Plan Years, which period may be elected by the Participant but may 
not exceed 10 years or the actuarial life expectancy of the Participant, if 
less, and the amount payable in any one Plan Year shall be equal to the total 
value of the Participant's Retirement Rollover Account as of the next 
preceding Valuation Date multiplied by a fraction the numerator of which shall 
be one and the denominator of which shall be the number of annual payments, 
including the payment to be currently made, remaining in the elected 
distribution period.  Any amount to be distributed in a particular Plan Year 
shall be segregated from the remainder of the Participant's Retirement 
Rollover Account.  The remainder of the Participant's Retirement Rollover 
Account shall be subject to credits and charges for that Plan Year and shall 
not constitute a fixed liability of the Trust.  A Participant or Beneficiary 
who selects this method of distribution may further elect to have the amounts 
to be distributed paid annually or paid on a pro rata monthly basis.

      (iii) Upon the death of any Participant who has elected to receive a 
distribution under 7.6(a)(i) or (ii), the Participant's undistributed benefits 
(if any) shall be paid to his Beneficiary (as determined under Section 6.5) in 
a lump-sum payment within one year of the Participant's death.

    (b)  Section 7.6(a) shall apply if the Participant waives the requirements 
of Section 7.5 as provided below.  Such waiver may be revoked by the 
Participant at any time during the period in which such waiver may be made.  A 
new waiver may be executed subsequent to any such revocation pursuant to the 
rules set forth below.

      (i)   The Participant and the Participant's spouse (if any) must consent 
to such waiver on a form provided by the Trustees which meets the requirements 
of the Internal Revenue Code.  The spouse's written consent must be notarized 
or witnessed by a Plan representative.  The spouse's consent will not be 
required if the Participant has no spouse, his spouse cannot be located, or 
under such other circumstances as Treasury Regulations may provide.


<PAGE>



      (ii)  The waiver must designate a Beneficiary.  This designated 
Beneficiary may not be changed without spousal consent, unless the consent of 
the spouse permits the designation of Beneficiaries by the Participant without 
any requirement of further consent by the spouse.

      (iii) The waiver must be made during the applicable election period 
which:

        (1)  For the qualified joint and survivor annuity is the 90-day period 
ending on the first day of the first period for which retirement payments 
commence, or

        (2)  For the qualified pre-retirement survivor annuity is the period 
beginning on the earlier of:  (A) the date the Participant separates from 
Service or (B) the first day of the Plan Year in which the Participant attains 
age 35, and ending on the date of the Participant's death.

    (c)  Notwithstanding the requirements of Section 7.5 or Section 7.6(b) 
above, the Administrative Committee may direct the distribution of the 
Participant's benefits in a single lump sum payment to the Participant (or the 
Participant's spouse, in the event benefits are payable due to the 
Participant's death), if such benefits do not exceed $3,500.  Benefits under 
this provision must be paid before periodic payments commence to the 
Participant or his spouse, unless the Participant and the Participant's spouse 
(or where the Participant has died, the surviving spouse) consent in writing 
to such distribution.  Notwithstanding the provisions of Section 7.5, if the 
benefit payable upon the death of the Participant exceeds $3,500, and the 
Participant's surviving spouse consents in writing to the distribution, the 
Plan may distribute the entire balance of the deceased Participant's account 
to the surviving spouse in a single lump sum distribution.

7.7  Participants' Right to Transfer Eligible Rollover Distribution -- Code 
Section 401(a)(31) Model Amendment Under Revenue Procedure 93-12:  This 
Section applies to distributions made on or after January 1, 1993.  
Notwithstanding any provision of the Plan to the contrary that would otherwise 
limit a distributee's election under this Section, a distributee may elect, at 
the time and in the manner prescribed by the Administrative Committee, to have 
any portion of an eligible rollover distribution paid directly to an eligible 
retirement plan specified by the 


<PAGE>

distributee in a direct rollover.  For the purposes of this Section 7.7, the 
following definitions are applicable:

    (a)  Eligible rollover distribution.  An eligible rollover distribution is 
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: 
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 10 years or more; any distribution to the extent such 
distribution is required under Section 401(a)(9) of the Code; and the portion 
of any distribution that is not includable in gross income (determined without 
regard to the exclusion for net unrealized appreciation with respect to 
employer securities).

    (b)  Eligible retirement plan.  An eligible retirement plan is 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.

    (c)  Distributee.  A 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 under a qualified domestic relations order, as defined in Section 414(p) 
of the Code, are distributees with regard to the interest of the spouse or 
former spouse.

    (d)  Direct rollover.  A direct rollover is a payment by the plan to the 
eligible retirement plan specified by the distributee.


<PAGE>



                               ARTICLE VIII

                      TRUST AGREEMENT AND TRUST FUND

8.1  Trust Agreement:  The Trust Agreement referred to in Article I hereof as 
the Trust Agreement and the provisions of which are herein incorporated by 
reference as fully  as if set out herein, shall mean the Trust Agreement 
between the Company and Texas Commerce Bank, N.A., a national banking 
association with its principal place of business in Houston, Texas 
("Trustee").

8.2  Investment Options:  All contributions to the Trust that are allocated to 
any separate account of a Participant shall be divided by the Trustee and 
invested in shares of one or more of the following Investment Options 
administered by the Trustee, to wit:

    (a)  General Equity Fund;

    (b)  Fixed Income Fund;

    (c)  Computer Sciences Corporation Common Stock ("Company Stock"); and

    (d)  Balanced Fund.

Contributions shall be invested in shares of the Investment Options pursuant 
to the directions of the Participant given in accordance with the provision of 
Sections 8.3 and 8.4 as certified to the Trustee by the Administrative 
Committee.

8.3  Investment Directions of Participants:  Effective as of the Effective 
Date or any following Entry Date, each Participant may, by written notice to 
the Administrative Committee in the form and manner prescribed by it, direct 
that the total of the contributions allocable to his Company Matching Account 
and Employee Savings Account and the earnings and accretions thereon be 
invested in such percentages as he may designate, among the Investment 
Options.  No less than 25% of future contributions shall be invested in any 
one Investment Option.  In the event a Participant fails to direct the manner 
of investing his accounts as provided therein, his accounts shall be invested 
only in the Fixed Income Fund.

8.4  Change of Investment Directions:  Each Participant may, by written notice 
to the Administrative Committee in the manner prescribed by it and subject to 
any restrictions or conditions which may be established by the Administrative 
Committee, direct, effective as of the next following pay period, that the 
investment of the total of the existing Account balances in his Company 
Matching Account and Employee Savings Account and/or the investment of all 
future Contributions by or on behalf of the Participant be changed from one 
authorized option to another 


<PAGE>

authorized option available under Section 8.2.  No less than 25% of the value 
of an Investment Option (as of the last Valuation Date) may be transferred to 
another Investment Option.  A Participant may change the investment directions 
for future Contributions by or on his behalf no more than once per calendar 
quarter, and may also change the investment directions for his existing 
Account balances in his Company Matching Account and Employee Savings Account 
no more than once per calendar quarter.

8.5  Benefits Paid Solely from Trust Fund:  All of the benefits to be paid 
under Article VI hereof shall be paid by the Trustee out of the Trust Fund to 
be administered under such Trust Agreement.  No fiduciary shall be responsible 
or liable in any manner for payment of any such benefits, and all Participants 
hereunder shall look solely to such Trust Fund and to the adequacy thereof for 
the payment of any such benefits of any nature or kind which may at any time 
be payable hereunder.

8.6  Committee Directions to Trustee:  The Trustee shall make only such 
distributions and payments out of the Trust Fund as may be directed by the 
Administrative Committee or the Retirement Plan Committee.  The Trustee shall 
not be required to determine or make any investigation to determine the 
identity or mailing address of any person entitled to any distributions and 
payments out of the Trust Fund and shall have discharged its obligation in 
that respect when it shall have sent certificates and checks or other papers 
by ordinary mail to such persons and addresses as may be certified to it by 
the Administrative Committee or the Retirement Plan Committee.

8.7  Authority to Designate Investment Manager:  The Retirement Plan Committee 
may appoint an investment manager or managers to manage (including the power 
to acquire and dispose of) any assets of the Trust Fund in accordance with the 
terms of the Trust Agreement and ERISA.

8.8  Purchase, Sale and Voting of Company Stock:

    (a)  Purchase and Sale:  The shares of Company Stock from time to time 
required to be purchased for purposes of the Plan shall be purchased by the 
Trustee from such source and in such manner as the Trustee from time to time 
in its sole discretion may determine.  If the Trustee and the Company so 
agree, any such shares may be purchased in the open market or from the Company 
and may be either treasury stock or newly issued stock, and shall be purchased 
at a price per share not in excess of (A) if the shares of Company Stock are 
listed on a national securities exchange, the mean between the highest and 
lowest sales price per share of Company Stock on the principal such national 
securities exchange on that date or, if there shall have been no such sale so 
reported on that date, on the last preceding date on which such a sale was so 
reported, (B) if the shares of Company Stock are not so listed but are quoted 
in the NASDAQ National Market System, the mean between the highest and lowest 
sales price per share of Company Stock reported on the NASDAQ 


<PAGE>

National Market System on that date or, if there shall have been no such sale 
so reported on that date, on the last preceding date on which such a sale was 
so reported, or (C) if the Company Stock is not  so listed or quoted, the mean 
between the closing bid and asked price on that date or, if there are no 
quotations available for such date, on the last preceding date on which such 
quotations shall be available, as reported on NASDAQ or, if not reported on 
NASDAQ, by the National Quotation Bureau, Inc.

The shares of Company Stock held by the Trustee under the Plan shall be 
registered in the name of the Trustee or its nominee, but shall not be voted 
by the Trustee or such nominee except as provided in this Section 8.8.

In the event that any option, right or warrant shall be received by the 
Trustee on Company Stock, the Trustee shall sell the same, at public or 
private sale and at such price and upon such other terms as it may determine, 
and credit the proceeds thereof to the respective accounts of the 
Participants, ratably in accordance with their interests therein, unless the 
Trustee shall determine that such option, right or warrant should be 
exercised, in which case the Trustee shall exercise the same upon such terms 
and conditions as it may determine.

    (b)  Voting:  The Trustee, itself or by its nominee, shall be entitled to 
vote, and shall vote, shares of Company Stock in the accounts of Participants 
as follows:

      (i)   The Company shall adopt reasonable measures to notify the 
Participant of the date and purposes of each meeting of stockholders of the 
Company at which holders of shares of Company Stock shall be entitled to vote, 
and to request instructions from the Participant to the Trustee as to the 
voting at such meeting of full shares of Company Stock in the accounts of each 
Participant, whether or not vested.

      (ii)  In each case, the Trustee, itself or by proxy, shall vote full 
shares of Company Stock in such accounts of the Participant in accordance with 
the confidential instructions of the Participant.

      (iii) If five business days prior to the date of such meeting of 
stockholders of the Company the Trustee shall not have received instructions 
from the Participant in respect of any shares of Company Stock in such 
accounts of the Participant, the Trustee shall vote such shares of stock as it 
shall determine to be in the best economic interest of such Participant.  The 
Trustee shall also have the right to vote, in its sole discretion, all 
fractional shares in such accounts.


<PAGE>



8.9  Tender and Exchange Offers of Company Stock:  In the event that a tender 
offer, which is subject to Section 14(d) of the Securities Exchange Act of 
1934, as amended, is made for the shares of Company Stock, or an offer to 
exchange securities of another company for Company Stock, which is subject to 
the Securities Act of 1933, as amended, is made, the Administrative Committee 
and the Trustee shall utilize their best efforts to notify each affected 
Participant and to cause to be distributed to him such information as will be 
distributed to the shareholders of the Company generally in connection with 
any such tender or exchange offer.  Each affected Participant shall also be 
provided a form, prescribed by the Administrative Committee, by which the 
Participant shall direct the Trustee, confidentially, in writing, as to what 
action (if any), as set forth below, to take on behalf of that Participant 
with respect to the Company Stock allocated to his accounts.  If the Trustee 
does not receive such written directions from a Participant, the Trustee shall 
not tender or offer to exchange any shares held in the Participant's accounts.

    (a)  Cash Tender Offer:  In connection with a cash tender offer, a 
Participant may direct the Trustee to tender any or all shares of Company 
Stock held in the Participant's accounts.  Any cash received by the Trustee as 
a result of such tender offer shall be invested by the Trustee in the Computer 
Sciences Corporation Common Stock Investment Option, not for the purchase of 
stock but in short-term money-market investments on a temporary basis until 
otherwise directed by the Administrative Committee.

    (b)  Exchange Offer:  In connection with an exchange offer, a Participant 
may direct the Trustee to offer to exchange any or all shares of Company Stock 
held in the Participant's accounts.  Any property received by the Trustee in 
connection with such exchange shall be held by the Trustee under the Plan in 
separate accounts for the affected Participants; however, if such property 
does not constitute "employer securities" qualifying for the favorable tax 
treatment afforded such securities under Section 402(a) of the Internal 
Revenue Code, the Trustee shall sell the property and the proceeds of such 
sale shall be invested by the Trustee in the Computer Sciences Corporation 
Common Stock Investment Option.

    (c)  Tender and Exchange Offer:  In connection with a combination tender 
and exchange offer, a Participant may direct the Trustee to tender and offer 
for exchange all shares of Company Stock held in the Participant's accounts 
with any cash received by the Trustee as a result of such tender treated as 
provided in (a) above and any property received by the Trustee in connection 
with the exchange treated as provided in (b) above.

A tender or exchange offer direction given by a Participant under this Section 
may be revoked by the Participant by completion of the form prescribed 
therefor by the Administrative Committee and the filing of such form with the 
Trustee at least 2 business days prior to the 


<PAGE>

withdrawal-date deadlines provided for in the regulations with respect to 
tender or exchange offers prescribed by the Securities and Exchange 
Commission.

The Trustee shall use its best efforts on a uniform and nondiscriminatory 
basis with respect to the sale or exchange of the shares of Company Stock as 
directed by the Participants.  However, neither the Administrative Committee 
nor the Trustee insures that all or any part of the shares of Company Stock 
directed by a Participant to be tendered or exchanged will be accepted under 
the tender or exchange offer.  Any such shares not so accepted shall remain in 
the Participant's accounts and the Participant shall continue to have the same 
rights with respect to such shares as he had immediately prior to the 
Trustee's tendering of the shares.

If a tender exchange offer is made, the Administrative Committee shall adopt 
such rules, prescribe the use of such special administrative forms and 
procedures, delegate such authority, take such action and execute such 
instruments or documents and do every other act or thing as shall be necessary 
or in its judgment proper for the implementation of this Section.


<PAGE>



                                  ARTICLE IX

                  ADOPTION OF PLAN BY OTHER ORGANIZATIONS;
                       SEPARATION OF THE TRUST FUND;
                 AMENDMENT AND TERMINATION OF THE PLAN; AND
              DISCONTINUANCE OF CONTRIBUTIONS TO THE TRUST FUND

9.1  Procedure for Adoption:  Any corporation or other organization with 
employees, now in existence or hereafter formed or acquired, which is or may 
become an Affiliate and which is not already an Employer under this Plan, may, 
in the future, with the consent and approval of the Board of Directors, by 
formal resolution or decision of its own board of directors or other governing 
authority, adopt the Plan and the related group annuity contract or Trust 
Agreement, for all or any classification of persons in its employment, and 
thereby, from and after the specified effective date become an "Employer" as 
defined in this Plan.  Such adoption shall be effectuated and evidenced by an 
adoptive instrument executed by the adopting Affiliate and consented to by the 
Company and the Trustee.  The adoption resolution or decision and the adoptive 
instrument may contain such specific changes and variations in Plan or Trust 
Agreement terms and provisions as may be acceptable to the Company and the 
Trustee.  The adoption resolution or decision and the adoptive instrument 
shall become, as to such adopting Affiliate and its employees, a part of this 
Plan as then amended and the related Trust Agreement.  It shall not be 
necessary for the adopting Affiliate to sign or execute the original or then 
amended Plan and Trust documents.  The effective date of the Plan for any such 
adopting Affiliate shall be that stated in such resolution or decision and the 
adoptive instrument, and from and after such effective date such adopting 
Affiliate shall assume all the rights, obligations and liabilities of an 
individual Employer entity hereunder and under the Trust Agreement, and shall 
be included within the meaning of the term "Employer," as herein defined.  The 
administrative powers and control of the Company, as provided in the Plan and 
Trust Agreement, including the sole right of amendment, of appointment and 
removal of the Administrative and Retirement Plan Committees and the Trustee 
and their successors, shall not be diminished by reason of the participation 
of any such adopting organization in the Plan and Trust.  Any participating 
Employer may withdraw from the Plan and Trust at any time without affecting 
other Employers by complying with the provisions of the Plan and Trust 
Agreement.  The Company by action of its General Partners may, in its absolute 
discretion, terminate an adopting Employer's participation at any time when in 
its judgment such adopting Employer fails or refuses to discharge its 
obligations under the Plan.

9.2  Effect of Adoption:  The following special provisions shall apply to all 
Employers:

    (a)  An Employee shall be considered in continuous Service while regularly 
employed simultaneously or successively by one or more Employers.


<PAGE>



    (b)  The transfer of a Participant from one Employer to another or to an 
Affiliate shall not be deemed a termination of Service.

9.3  Separation of the Trust:  A separation of the Trust as to the interests 
therein of the Participants of any particular Employer may be made at the 
times and under the circumstances described in Section 9.4 or 9.6.  In such 
event, the Trustee shall set apart that portion of the Trust which the 
Administrative Committee shall certify to the Trustee is the equitable share 
of such Participants pursuant to a valuation and allocation of the Trust made 
as of the date when such separation of the Trust shall be effective.  Such 
portions of the Trust may in the Trustee's discretion be set apart in cash or 
in kind out of the properties of the Trust.  That portion of the Trust so set 
apart shall continue to be held by the Trustee as though such Employer had 
entered into the Trust Agreement as a separate trust agreement with the 
Trustee.  Such Employer may in such event designate a new trustee of its 
selection and shall thereupon be deemed to have adopted the Plan as its own 
separate plan and shall subsequently have all the powers of amendment or 
modification of the Plan as are reserved herein to the Company.

9.4  Voluntary Separation:  If any Employer shall desire to separate its 
interest in the Trust, it may request such a separation in a notice in writing 
to the Company and the Trustee.  Such separation shall then be made as of any 
specified date after service of such notice, and such separation shall be 
accomplished in the manner set forth in Section 9.3 above.

9.5  Amendment of the Plan:  The Company shall have the right to amend or 
modify this Plan and (with the consent of the Trustee) the Trust Agreement at 
any time and from time to time to any extent that it may deem advisable.  Any 
such amendment or modification shall be set out in an instrument in writing 
duly authorized by the Board of Directors and executed by the Company.  No 
such amendment or modification shall, however, increase the duties or 
responsibilities of the Trustee without its consent thereto in writing, or 
have the effect of transferring to or vesting in any Employer any interest or 
ownership in any properties of the Trust Fund, or of permitting the same to be 
used for or diverted to purposes other than for the exclusive benefit of the 
Participants and their Beneficiaries.  No amendment shall decrease the account 
of any Participant; and no amendment shall change the vesting schedule in 
Section 6.4 unless each Participant having less than five years of Service is 
permitted to elect to have the vested portion of his account computed under 
the provisions of Section 6.4 without regard to the amendment.  Such election 
shall be available during an election period which shall begin on the date 
such amendment is adopted and shall end on the latest of (i) the date 60 days 
after such amendment is adopted, (ii) the date 60 days after such amendment is 
effective, or (iii) the date 60 days after such Participant is issued written 
notice of the amendment by the Administrative Committee or the Employer.  
Notwithstanding anything herein to the contrary, the Plan or the Trust 
Agreement may be amended in such manner as may be required at any time to make 
it conform to the requirements of the Internal Revenue Code of 1986, as 
amended, or of any United States statutes with respect to employees' trusts, 
or of any amendment thereto, or of any.


<PAGE>

regulations or rulings issued pursuant thereto, and no such amendment shall be 
considered prejudicial to any then existing rights of any Participant or his 
Beneficiary under the Plan.

9.6  Acceptance or Rejection of Amendment by Employers:  The Company shall 
promptly deliver to each other Employer any amendment to this Plan or the 
Trust Agreement.  Each such Employer will be deemed to have consented to such 
amendment unless it notifies the Company and the Trustee in writing within 30 
days after receipt of the amendment that is does not consent thereto, and 
requests a separation of its interest in the Trust Fund in accordance with the 
provisions of Section 9.3, as of the first day of the month following such 
written notification to the Company and the Trustee.

9.7  Termination of the Plan:  A termination of the Plan as to any particular 
Employer (and only as to any such particular Employer) shall occur under the 
following circumstances:

    (a)  The Plan may be terminated by the delivery to the Trustee of an 
instrument in writing approved and authorized by the board of directors of 
such Employer.  In such event, termination of the Plan shall be effective as 
of any subsequent day specified in such instrument.

    (b)  Partial termination of the Plan shall occur under circumstances set 
forth in Code Regulation Section 1.411(d)-2(b).

    (c)  The Plan shall terminate effective at the expiration of 60 days 
following the merger or dissolution of any Employer, unless within such time a 
successor organization approved by the Company shall deliver to the Trustee a 
written instrument certifying that such organization (i) has become the 
Employer of more than 50% of those Employees of such Employer who are then 
Participants under this Plan, and (ii) has adopted the Plan as to its 
Employees.

In the event of a termination or partial termination of the Plan, all amounts 
credited to the Company Matching Account of the affected Participants shall be 
fully vested and nonforfeitable.

9.8  Liquidation and Distribution of Trust Fund upon Termination:  In the 
event a complete or partial termination of the Plan with respect to any 
Employer shall occur, a separation of the Trust Fund with respect to the 
Participants of such Employer affected by the termination shall be made as of 
the effective date of such termination or partial termination of the Plan in 
accordance with the procedure set forth in Section 9.3 hereof.  Following 
separation of the Trust Fund with respect to the Participants of any Employer 
as to whom the Plan has been terminated, the properties of the Trust Fund so 
set apart shall be reduced to cash as soon as may be expeditious under the 
circumstances.  Any administrative costs or expenses incurred incident to the 
final liquidation of such separate Trust Funds shall be paid by the Employer, 
except that in the case of bankruptcy or 


<PAGE>

insolvency of such Employer any such costs shall be charged against the Trust 
Fund.  Following such reduction of such Trust Fund to cash, the accounts of 
the Participants shall then be valued as provided in Article V and shall be 
fully vested, whereupon each such Participant shall receive the entire amount 
of cash in his account.

9.9  Effect of Termination or Discontinuance of Contributions:  If any 
Employer shall completely discontinue its Contributions to the Trust Fund or 
suspend its Contributions to the Trust Fund under such circumstances as to 
constitute a complete discontinuance of Contributions within the purview of 
the reasoning of U.S. Treasury Regulations sec 1.401-6(c), then throughout any 
such period of discontinuance of Contributions by an Employer all other 
provisions of the Plan shall continue in full force and effect with respect to 
such Employer other than the provisions for Contributions by such Employer.

9.10  Merger of Plan with Another Plan:  In the event of any merger or 
consolidation of the Plan with, or transfer in whole or in part of the assets 
and liabilities of the Trust Fund to another trust fund held under, any other 
plan of deferred compensation maintained or to be established for the benefit 
of all or some of the Participants of this Plan, the assets of the Trust Fund 
applicable to such Participants shall be transferred to the other trust fund 
only if:

    (a)  Each Participant would (if either this Plan or the other plan 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 this Plan had then terminated);

    (b)  Resolutions of the board of directors of the Employer under this 
Plan, or of any new or successor employer of the affected Participants, shall 
authorize such transfer of assets, and, in the case of the new or successor 
employer of the affected Participants, its resolutions shall include an 
assumption of liabilities with respect to such Participants' inclusion in the 
new employer's plan; and

    (c)  Such other plan and trust are qualified under Sections 401(a) and 
501(a) of the Code.


<PAGE>



                                  ARTICLE X

                          MISCELLANEOUS PROVISIONS

10.1  Terms of Employment:  The adoption and maintenance of the provisions of 
this Plan shall not be deemed to constitute a contract between any Employer 
and any Employee, or to be a consideration for, or an inducement or condition 
of, the employment of any person.  Nothing herein contained shall be deemed to 
give to any Employee the right to be retained in the employ of an Employer or 
to interfere with the right of an Employer to discharge an Employee at any 
time, nor shall it be deemed to give to an Employer the right to require any 
Employee to remain in its employ, nor shall it interfere with any Employee's 
right to terminate his employment at any time.

10.2  Controlling Law:  Subject to the provisions of ERISA, this Plan shall be 
construed, regulated and administered under the laws of the State of Texas.

10.3  Invalidity of Particular Provisions:  In the event any provision of this 
Plan shall be held illegal or invalid for any reason, said illegality or 
invalidity shall not affect the remaining provisions of this Plan but shall be 
fully severable, and this Plan shall be construed and enforced as if said 
illegal or invalid provisions had never been inserted herein.

10.4  Non-alienability of Rights of Participants:  Except for Plan loans as 
provided under Section 6.9, no interest, right or claim in or to any part of 
the Trust Fund or any payment therefrom shall be assignable, transferable or 
subject to sale, mortgage, pledge, hypothecation, commutation, anticipation, 
garnishment, attachment, execution or levy of any kind, and the Trustee shall 
not recognize any attempt to assign, transfer, sell, mortgage, pledge, 
hypothecate, commute or anticipate the same, except to the extent required by 
law.  The preceding sentence shall also apply to the creation, assignment, or 
recognition of a right to any benefit payable with respect to a Participant 
pursuant to a domestic relations order, unless such order is determined to be 
a qualified domestic relations order, as defined in Section 414(p) of the 
Code.

10.5  Payments in Satisfaction of Claims of Participants:  Any payment or 
distribution to any Participant or his legal representative or any Beneficiary 
in accordance with the provisions of this Plan shall be in full satisfaction 
of all claims under the Plan against the Trust Fund, the Trustee and the 
Employer.  The Trustee may require that any distributee execute and deliver to 
the Trustee a receipt and a full and complete release as a condition precedent 
to any payment or distribution under the Plan.

10.6  Impossibility of Diversion of Trust Fund:  Notwithstanding any provision 
herein to the contrary, no part of the corpus or the Income of the Trust Fund 
shall ever be used for or diverted to purposes other than for the exclusive 
benefit of the Participants or their Beneficiaries or for the 


<PAGE>

payment of expenses of the Plan.  No part of the Trust Fund shall ever 
directly or indirectly revert to the Employer, except as provided in Section 
4.5 hereof.

10.7  Unclaimed Benefits:  If at, after, or during the time when a benefit 
hereunder is payable to any Participant, Beneficiary or other distributee, the 
Administrative Committee, upon request of the Trustee, or at its own instance, 
shall mail by registered or certified mail to such Participant, Beneficiary or 
other distributee at his last known address a written demand for his present 
address or for satisfactory evidence of his continued life, or both, and if 
such Participant, Beneficiary or distributee shall fail to furnish the same to 
the Administrative Committee within two years from mailing of such demand, 
then the Administrative Committee may, in its sole discretion, determine that 
such Participant, Beneficiary or other distributee has forfeited his right to 
such benefit and may declare such benefit, or any unpaid portion thereof, 
terminated as if the death of the distributee (with no surviving Beneficiary) 
has occurred on the later of the date of the last payment made thereon, or the 
date such Participant, Beneficiary or other distributee first became entitled 
to receive benefit payments; provided, however, that such forfeited benefit 
shall be reinstated if a claim for the same is made by the Participant, 
Beneficiary or other distributee at any time thereafter.  Such reinstatement 
shall be made by a mandatory Contribution by the Company, allocated solely to 
such reinstatement.  Any benefit forfeited under this Section shall be used to 
reduce Employer Matching Contributions.


<PAGE>



                                  ARTICLE XI

                        TOP-HEAVY PLAN REQUIREMENTS

11.1  General Rule:  For any Plan Year for which this Plan is a Top-Heavy 
Plan, as defined in Section 11.8, and  despite any other provisions of this 
Plan to the contrary, this Plan shall be subject to the provisions of this 
Article XI.

11.2  Vesting Provisions:  Each Participant who completed an Hour of Service 
after the Plan becomes top-heavy and while the Plan is top-heavy and who has 
completed the Vesting Service specified in the following table shall be vested 
in his Account under this Plan at least as rapidly as provided in the 
following schedule; except that the vesting schedule set forth in Section 6.4 
shall be used at any time in which it provides for more rapid vesting:


</TABLE>
<TABLE>
<CAPTION>
     Vesting Service            Vested Percent
     ---------------            --------------
     <S>                        <C>
     Less than 2 years                 0%
     2 but less than 3 years          20%
     3 but less than 4 years          40%
     4 but less than 5 years          60%
     5 but less than 6 years          80%
     6 years or more                 100%
</TABLE>

If an Account becomes vested by reason of the application of the preceding 
schedule, it may not therefore be forfeited by reason of reemployment after 
retirement pursuant to a suspension of benefits provision, by reason of 
withdrawal of any mandatory employee contributions to which Employer 
Contributions were keyed, or for any other reason.  If the Plan subsequently 
ceases to be top-heavy, the preceding schedule shall continue to apply with 
respect to any Participant who had at least five years of service (as defined 
in Treasury Regulation Section 1.411(a)-8(b)(3)) as of the close of the last 
year that the Plan was top-heavy.  For all other Participants, the 
nonforfeitable percentage of their Accounts provided in the preceding schedule 
prior to the date the Plan ceases to be top-heavy shall not be reduced, but 
future increases in the nonforfeitable percentage shall be made only in 
accordance with Section 6.4.

11.3  Minimum Employer Contribution Provisions:  Each Participant who (i) is a 
Non-Key Employee, as defined in Section 11.8 and (ii) is employed on the last 
day of the Plan Year (regardless of whether or not such Participant has 
completed 1,000 Hours of Service) will be entitled to have contributions and 
forfeitures allocated to his Account of not less than 3% (the "Minimum 
Employer Contribution Percentage") of the Participant's Compensation.  This 
minimum allocation percentage shall be provided without taking Pre-Tax 
Contributions into account.  A Non-Key Employee may not fail to receive a 
Minimum Employer Contribution Percentage because of a failure 


<PAGE>

to receive a specified minimum amount of Compensation or a failure to make 
mandatory employee or elective contributions.  This Minimum Employer 
Contribution Percentage will be reduced for any Plan Year to the percentage at 
which Contributions (including Forfeitures) are made or are required to be 
made under the Plan for the Plan Year for the Key Employee for whom such 
percentage is the highest for such Plan Year.  For this purpose, the 
percentage with respect to a Key Employee will be determined by dividing the 
Contributions (including Forfeitures) made for such Key Employee by his total 
Compensation (as defined in Section 415 of the Code) not in excess of $150,000 
for the Plan Year.

Such amount will be adjusted in the same manner as the amount set forth in 
Section 11.4 below.

Employer Contributions considered under the first paragraph of this Section 
11.3 will include Employer Contributions under this Plan and under all other 
defined contribution plans required to be included in an Aggregation Group (as 
defined in Section 11.8 below), but will not include Employer Contributions 
under any plan required to be included in such aggregation group if the plan 
enables a defined benefit plan required to be included in such group to meet 
the requirements of the Code prohibiting discrimination as to contributions in 
favor of employees who are officers, shareholders, or the highly compensated 
or prescribing the minimum participation standards.  If the highest rate 
allocated to a Key Employee for a year in which the Plan is top-heavy is less 
than 3%, amounts contributed as a result of a salary reduction agreement must 
be included in determining contributions made on behalf of Key Employees.

11.4  Limitation on Compensation:  Annual Participant's Compensation taken 
into account under this Article XI and under Section 1.7 for purposes of 
computing benefits under this Plan will not exceed $150,000.  Such amount will 
be adjusted automatically for each Plan Year to the amount prescribed by the 
Secretary of the Treasury or his delegate pursuant to regulations for the 
calendar year in which such Plan Year commences.

11.5  Limitation on Employer Contributions:  In the event that the Company, 
other Employer or an Affiliate (hereinafter in this Article collectively 
referred to as a "Considered Company") also maintains a defined benefit plan 
providing benefits on behalf of Participants in this Plan, one of the two 
following provisions will apply:

    (a)  If, for the Plan Year, this Plan would not be a Top-Heavy Plan if 
"90%" were substituted for "60%" in Section 11.8, then the percentage of 3% 
used in Section 11.3 is changed to 4%.

    (b)  If, for the Plan Year, this Plan would continue to be a Top-Heavy 
Plan if "90%" were substituted for "60%" in Section 11.8, then the denominator 
of both the defined contribution plan fraction and the defined benefit plan 


<PAGE>

fraction will be calculated for the limitation year ending in such Plan Year 
by substituting "one" for "one and twenty-five hundredths" in each place such 
figure appears.  This subsection (b) will not apply for such Plan Year with 
respect to any individual for whom there are no (i) Employer Contributions, 
Forfeitures or voluntary nondeductible contributions allocated to such 
individual or (ii) accruals earned under the defined benefit plan.  
Furthermore, the transitional rule set forth in Section 415(e)(6)(B)(i) of the 
Code shall be applied by substituting "$41,500" for "$51,875" where it appears 
therein.

11.6  Coordination with Other Plans:  If another defined contribution or 
defined benefit plan maintained by a Considered Company provides contributions 
or benefits on behalf of a Participant in this Plan, the other plan will be 
treated as part of this Plan pursuant to applicable principles prescribed by 
U.S. Treasury Regulations or applicable IRS rulings (such as Revenue Ruling 
81-202 or any successor ruling) to determine whether this Plan satisfies the 
requirements of Sections 11.3, 11.4 and 11.5 and to avoid inappropriate 
omissions or inappropriate duplication of minimum contributions.  The 
determination will be made by the Administrative Committee upon the advice of 
counsel.

In the event a Participant is covered by a defined benefit plan which is top-
heavy pursuant to Section 416 of the Code, a comparability analysis (as 
prescribed by Revenue Ruling 81-202 or any successor ruling) shall be 
performed in order to establish that the plans are providing benefits at least 
equal to the defined benefit minimum.

11.7  Distributions to Certain Key Employees:  Notwithstanding any other 
provision of this Plan, the entire interest in this Plan of each Participant 
who is a Key Employee, by reason of clause (iii) of subparagraph (c) of 
Section 11.8 in the calendar year in which the Participant attains age 70 1/2, 
shall commence to be distributed to such Participant not later than the April 
1 following such calendar year.

11.8  Determination of Top-Heavy Status:  The Plan will be a Top-Heavy Plan 
for any Plan Year if, as of the Determination Date, the aggregate of the 
accounts under the Plan for Participants (including former Participants) who 
are Key Employees exceeds 60% of the aggregate of the accounts of all 
Participants, excluding former Key Employees, or if this Plan is required to 
be in an Aggregation Group in any such Plan Year in which such Group is a Top-
Heavy Group.  In determining Top-Heavy status, if an individual has not 
performed one Hour of Service for any Considered Company at any time during 
the five-year period ending on the Determination Date, any accrued benefit for 
such individual and the aggregate accounts of such individual shall not be 
taken into account.

For purposes of this Article XI, the capitalized words have the following 
meanings:


<PAGE>



    (a)  "Aggregation Group" means the group of plans, if any, that includes 
both the group of plans required to be aggregated and the group of plans 
permitted to be aggregated.  The group of plans required to be aggregated (the 
"required aggregation group") includes:

      (i)   Each plan of a Considered Company in which a Key Employee is a 
participant in the Plan Year containing the Determination Date or any of the 
four preceding Plan Years, and

      (ii)  Each other plan, including collectively bargained plans, of a 
Considered Company which, during this period, enables a plan in which a Key 
Employee is a participant to meet the requirements of Sections 401(a)(4) or 
410 of the Code.

The group of plans that are permitted to be aggregated (the "permissive 
aggregation group") includes the required aggregation group plus one or more 
plans of a Considered Company that is not part of the required aggregation 
group and that the Considered Company certifies as a plan within the 
permissive aggregation group.  Such plan or plans may be added to the 
permissive aggregation group only if, after the addition, the aggregation 
group as a whole continues to satisfy the requirements of Sections 401(a)(4) 
and 410 of the Code.

    (b)  "Determination Date" means for any Plan Year the last day of the 
immediately preceding Plan Year.

    (c)  "Key Employee" means any employee or former employee under this Plan 
who, at any time during the Plan Year in question or during any of the four 
preceding Plan Years, is or was one of the following:

      (i)   An officer of a Considered Company having an annual compensation 
greater than 50% of the defined benefit dollar limitation set forth in Section 
415(b)(1) of the Code for any such Plan Year.  Whether an individual is an 
officer shall be determined by the Considered Company on the basis of all the 
facts and circumstances, such as an individual's authority, duties, and term 
of office, not on the mere fact that the individual has the title of an 
officer.  For any such Plan Year, officers considered to be Key Employees will 
be no more than the fewer of:

        (A)  50 officer employees; or


<PAGE>



        (B)  10% of the officer employees or, if greater than 10%, three 
officer employees.

For this purpose, the highest paid officers shall be selected.

      (ii)  One of the 10 employees owning (or considered as owning, within 
the meaning of the constructive ownership rules of Section 416(i)(1)(B) of the 
Code) the largest interests in the Considered Company.  An employee who has 
some ownership interest is considered to be one of the top 10 owners unless at 
least 10 other employees own a greater interest than that employee.  However, 
an employee will not be considered a top 10 owner for a Plan Year if the 
employee earns less than the maximum dollar limitation on annual additions to 
a Participant's account in a defined contribution plan under the Code, as in 
effect for the calendar year in which the Determination Date falls.

      (iii) Any person who owns (or is considered as owning, within the 
meaning of the constructive ownership rules of Section 416(i)(1)(B) of the 
Code) more than 5% of the outstanding stock of a Considered Company or stock 
possessing more than 5% of the combined voting power of all stock of the 
Considered Company.

      (iv)  Any person who has an annual compensation from the Considered 
Company of more than $150,000 and who owns (or is considered as owning within 
the meaning of the constructive ownership rules of Section 416(i)(1)(B) of the 
Code) more than 1% of the outstanding stock of the Considered Company or stock 
possessing more than 1% of the total combined voting power of all stock of the 
Considered Company.  For purposes of this subsection, compensation means all 
items includable as compensation for purposes of applying the limitations on 
annual additions to a Participant's account in a defined contribution plan and 
the maximum benefit payable under a defined benefit plan under the Code.

For purposes of this subsection (c), a Beneficiary of a Key Employee shall be 
treated as a Key Employee.  For purposes of parts (iii) and (iv), each 
Considered Company is treated separately in determining ownership percentages; 
but all such Considered Companies shall be considered a single employer in 
determining the amount of compensation.


<PAGE>



    (d)  "Non-Key Employee" means any employee (and any Beneficiary of an 
employee) who is not a Key Employee.

    (e)  "Top-Heavy Group" means the Aggregation Group, if as of the 
applicable Determination Date, the sum of the present value of the cumulative 
accrued benefits for Key Employees under all defined benefit plans included in 
the Aggregation Group plus the aggregate of the accounts of Key Employees 
under all defined contribution plans included in the Aggregation Group exceeds 
60% of the sum of the present value of the cumulative accrued benefits for all 
employees, excluding former Key Employees as provided in paragraph (i) below, 
under all such defined benefit plans plus the aggregate accounts for all 
employees, excluding former Key Employees as provided in paragraph (i) below, 
under all such defined contribution plans.  In determining Top-Heavy status, 
if an individual has not performed one Hour of Service for any Considered 
Company at any time during the five-year period ending on the Determination 
Date, any accrued benefit for such individual and the aggregate accounts of 
such individual shall not be taken into account.  If the Aggregation Group 
that is a Top-Heavy Group is a required aggregation group, each plan in the 
group will be a Top-Heavy Plan.  If the Aggregation Group that is a Top-Heavy 
Group is a permissive aggregation group, only those plans that are part of the 
required aggregation group will be treated as Top-Heavy Plans.  If the 
Aggregation Group is not a Top-Heavy Group, no plan within such group will be 
a Top-Heavy Plan.

In determining whether this Plan constitutes a Top-Heavy Plan, the Plan 
Administrator (or its agent) will make the following adjustments:

      (i)   When more than one plan is aggregated, the Plan Administrator 
shall determine separately for each plan as of each plan's Determination Date 
the present value of the accrued benefits (for this purpose using the 
actuarial assumptions set forth in the applicable plan) or account balance.  
The results shall then be aggregated by adding the results of each plan as of 
the Determination Dates for such plans that fall within the same calendar 
year.

      (ii)  In determining the present value of the cumulative accrued benefit 
or the amount of the account of any employee, such present value or account 
balance will include the amount in dollar value of the aggregate distributions 
made to such employee under the applicable plan during the five-year period 
ending on the Determination Date unless reflected in the value of the accrued 


<PAGE>

benefit or account balance as of the most recent Anniversary Date.  The 
amounts will include distributions to employees representing the entire amount 
credited to their accounts under the applicable plan.

      (iii) Further, in making such determination, such present value or such 
account balance shall include any rollover contribution (or similar transfer), 
as follows:

        (A)  If the rollover contribution (or similar transfer) is initiated 
by the employee and made to or from a plan maintained by another Considered 
Company, the plan providing the distribution shall include such distribution 
in the present value of such account balance; the plan accepting the 
distribution shall not include such distribution in the present value of such 
account balance unless the plan accepted it before December 31, 1983.

        (B)  If the rollover contribution (or similar transfer) is not 
initiated by the employee or made from a plan maintained by another Considered 
Company, the plan accepting the distribution shall include such distribution 
in the present value of such account balance; the plan making the distribution 
shall not include the distribution in the present value of such account 
balance.

      (iv)  In any case where an individual is a Non-Key Employee with respect 
to an applicable plan but was a Key Employee with respect to such plan for any 
prior Plan Year, any accrued benefit and any account of such employee will be 
altogether disregarded.  For this purpose, to the extent that a Key Employee 
is deemed to be a Key Employee if he or she met the definition of Key Employee 
within any of the four preceding Plan Years, this provision will apply 
following the end of such period of time.

    (f)  "Anniversary Date" means, for purposes of determining the present 
value of an accrued benefit as of the Determination Date, the date determined 
as of the most recent valuation date which is within a 12-month period ending 
on the Determination Date.  For the first plan year of a plan, the accrued 
benefit for a current employee shall be determined either (i) as if the 
individual 


<PAGE>

terminated service as of the Determination Date or (ii) as if the individual 
terminated service as of the valuation date, but taking into account the 
estimated accrued benefit as of the Determination Date.  The Anniversary Date 
shall be determined in accordance with the principles set forth in Q.&A. T-25 
of Treasury Regulations Section 1.416-1.

    (g)  For purposes of this Section, "Compensation" shall have the meaning 
given to it in Section 5.3(d)(6) of the Plan.


<PAGE>



                                  ARTICLE XII

                           TESTING OF CONTRIBUTIONS


12.1  Definitions:  For purposes of this Article XII, the capitalized words 
have the following meanings:

    (a)  "Compensation" shall have the meaning given to it in Section 
5.3(d)(6) of the Plan.

    (b)  "Employer Contributions" shall mean Company Matching Contribution.

    (c)  "Family Member" shall mean the spouse and the lineal ascendants and 
descendants (and spouses of such ascendants and descendants) of any Employee 
or former Employee.

    (d)  "Highly Compensated Employee" shall mean any Employee and any 
employee of an Affiliate who is a highly compensated employee under Section 
414(q) of the Code, including any Employee and any employee of an Affiliate 
who, during the current Plan Year or the calendar year ending within the 
current Plan Year:

      (i)   was at any time a 5% owner; or

      (ii)  received compensation (as defined below) in excess of $75,000 (or 
such other amount as determined by the Secretary of the Treasury which 
reflects cost-of-living increases in accordance with the provisions of Code 
Section 414(q)(1)); or

      (iii) received compensation (as defined below) in excess of $50,000 (or 
such other amount as determined by the Secretary of the Treasury which 
reflects cost-of-living increases in accordance with the provisions of Code 
Section 414(q)(1)) and was in the "top-paid group" (the top 20% of payroll 
excluding Employees described in Code Section 414(q)(8) and applicable 
regulations) for the Plan Year; or

      (iv)  was an officer receiving compensation (as defined below) exceeding 
50% of the dollar limitation in effect under Section 


<PAGE>

415(b)(1)(A) of the Code.  The number of officers shall be limited to 50 
employees (or, if lesser, the greater of 3 employees or 10% of the employees).

If for any year no officer of the Employer is described in subparagraph (iv) 
above, the highest paid officer of the Employer for such year shall be treated 
as described in such paragraph.

In determining an Employee's status as a Highly Compensated Employee within 
the meaning of Section 414(q), the entities set forth in Regulation Section 
1.414(q)-1T Q&A-6(a)(1) through (4) must be taken into account as a single 
employer.

For purposes of determining whether an individual is a Highly Compensated 
Employee for the current Plan Year, an Employee who meets the definition of 
Highly Compensated Employee set forth in Section 12.1(d) above by virtue of 
subparagraph (ii), (iii) or (iv) for the current Plan Year (but not for the 
calendar year ending within the current Plan Year), shall not be treated as a 
Highly Compensated Employee unless such individual is a member of the group 
consisting of the 100 individuals who were paid the greatest compensation (as 
defined in Section 5.3(d)(5)) during the current Plan Year.

A former Employee shall be treated as a Highly Compensated Employee if (1) 
such former Employee was a Highly Compensated Employee when he separated from 
Service, or (2) such former Employee was a Highly Compensated Employee in 
Service at any time after attaining age 55.  Any former Employee who separated 
from Service before January 1, 1987 will be treated as a Highly Compensated 
Employee only if the former Employee was a 5% owner or received compensation 
(as defined below) in excess of $50,000 during (i) the Employee's separation 
year (or the year preceding such separation year) or (ii) any year ending on 
or after the former Employee's 55th birthday (or the last year ending before 
his 55th birthday).

For purposes of determining who is a Highly Compensated Employee under this 
Section, "compensation" shall mean Compensation as defined in Section 
5.3(d)(6), including elective or salary reduction contributions to a cafeteria 
plan, cash or deferred arrangement or tax-sheltered annuity.

    (e)  "Pre-Tax Contributions" shall mean Pre-Tax Contributions.


<PAGE>



12.2  Actual Deferral Percentage:  The Actual Deferral Percentage for a 
specified group of eligible Employees for a Plan Year shall be the average of 
the ratios (calculated separately for each Employee in such group) of:

    (a)  The amount of Pre-Tax Contributions actually paid to the Plan on 
behalf of each such Employee for such Plan Year which relate to Compensation 
that either would have been received by the Employee in such Plan Year (but 
for the deferral election) or are attributable to services performed by the 
Employee in the Plan Year and would have been received by the Employee within 
2-1/2 months after the close of the Plan Year (but for the deferral election), 
over

    (b)  The Employee's Compensation for such Plan Year.

The individual ratios and Actual Deferral Percentages shall be calculated to 
the nearest 1/100 of 1% of an Employee's Compensation.  An eligible Employee 
for the purpose of computing the Actual Deferral Percentage is defined in Code 
Regulation Section 1.401(k)-1(g)(4).  The Actual Deferral Percentage of an 
eligible Employee who makes no Pre-Tax Contributions is zero.

12.3  Actual Deferral Percentage Limits:  The Actual Deferral Percentage for 
the eligible Highly Compensated Employees for any Plan Year shall not exceed 
the greater of (a) or (b), as follows:

    (a)  The Actual Deferral Percentage of Compensation for the eligible non-
Highly Compensated Employees times 1.25, or

    (b)  The lesser of (i) the Actual Deferral Percentage of Compensation for 
the eligible non-Highly Compensated Employees times 2.0 or (ii) the Actual 
Deferral Percentage of Compensation for the eligible non-Highly Compensated 
Employees plus 2% points or such lesser amount as the Secretary of the 
Treasury shall prescribe to prevent the multiple use of this alternative 
limitation with respect to any Highly Compensated Employee.

In determining the Actual Deferral Percentage of an Employee who is a 5% owner 
or one of the 10 most Highly Compensated Employees and who has a Family Member 
who is an Employee, any remuneration paid to the Family Member for services 
rendered to an Employer or an Affiliate and any contributions made on behalf 
of or by such Family Member shall be attributed to such Highly Compensated 
Employee.  Family Members, with respect to Highly Compensated Employees, shall 
be disregarded as separate Employees in determining the Actual Deferral 
Percentage both for Participants who are non-Highly Compensated Employees and 
for Participants who are Highly Compensated Employees.


<PAGE>



The Actual Deferral Percentage for any Highly Compensated Employee who is 
eligible to have deferred contributions allocated to his account under one or 
more plans described in Section 401(k) of the Code that are maintained by an 
Employer or an Affiliate in addition to this Plan shall be determined as if 
all such contributions were made to this Plan.  For purposes of determining 
whether the Actual Deferral Percentage limits of Section 12.3 are satisfied, 
all Pre-Tax Contributions that are made under two or more plans that are 
aggregated for purposes of Code Section 401(a)(4) or 410(b) (other than Code 
Section 410(b)(2)(A)(ii)) are to be treated as made under a single plan, and 
if two or more plans are permissively aggregated for purposes of Code Section 
401(k), the aggregated plans must also satisfy Code Sections 401(a)(4) and 
410(b) as though they were a single plan.

12.4  Reduction of Pre-Tax Contribution Rates by Leveling Method:  If on the 
basis of the Pre-Tax Contribution rates elected by Participants for any Plan 
Year, the Administrative Committee determines, in its sole discretion, that 
neither of the tests contained in (a) or (b) of Section 12.3 will be 
satisfied, the Administrative Committee may reduce the Pre-Tax Contribution 
rate of any Participant who is among the eligible Highly Compensated Employees 
to the extent necessary to reduce the overall Actual Deferral Percentage for 
eligible Highly Compensated Employees to a level which will satisfy either (a) 
or (b) of Section 12.3.  The reductions in Pre-Tax Contribution rates shall be 
made in a manner so that the Actual Deferral Percentage of the affected 
Participants who elected the highest Actual Deferral Percentage shall be first 
lowered to the level of the affected Participants who elected the next to the 
highest Actual Deferral Percentage.  If further overall reductions are 
required to achieve compliance with (a) or (b) of Section 12.3, both of the 
above-described groups of Participants will be lowered to the level of 
Participants with the next highest Actual Deferral Percentage, and so on, 
until sufficient total reductions in Pre-Tax Contribution rates have occurred 
to achieve compliance with (a) or (b) of Section 12.3.

12.5  Increase in Pre-Tax Contribution Rates:  If a Participant's Pre-Tax 
Contribution rate is reduced below the level necessary to satisfy either (a) 
or (b) of Section 12.3 for the Plan Year, such Participant may be eligible to 
increase his Pre-Tax Contribution rate for the remainder of the Plan Year to a 
level not in excess of that level which will satisfy the greater of (a) or (b) 
of Section 12.3.  Such an increase in the Pre-Tax Contribution rate shall be 
made by Participants on a uniform and non-discriminatory basis, pursuant to 
such rules and procedures as the Administrative Committee may prescribe.

12.6  Excess Pre-Tax Contributions:  As soon as possible following the end of 
the Plan Year, the Administrative Committee shall determine whether either of 
the tests contained in Section 12.3 were satisfied as of the end of the Plan 
Year, and any excess Pre-Tax Contributions, plus any income and minus any loss 
attributable thereto, of those Participants who are among the Highly 
Compensated Employees shall be distributed to such Participants.


<PAGE>



The amount of any excess Pre-Tax Contributions to be distributed to a 
Participant shall be reduced by Excess Deferrals previously distributed to him 
pursuant to Section 4.2 for the taxable year ending in the same Plan Year.  
All excess Pre-Tax Contributions shall be returned to the Participants no 
later than the last day of the following Plan Year.  The excess Pre-Tax 
Contributions, if any, of each Participant who is among the Highly Compensated 
Employees shall be determined by computing the maximum Actual Deferral 
Percentage which each such Participant may defer under (a) or (b) of Section 
12.3 and then reducing the Actual Deferral Percentage of some or all of such 
Participants who elected an Actual Deferral Percentage in excess of such 
maximum by an amount of sufficient size to reduce the overall Actual Deferral 
Percentage for eligible Participants who are among the Highly Compensated 
Employees to a level which satisfies either (a) or (b) of Section 12.3.  The 
excess Pre-Tax Contributions, if any, of each Participant shall be determined 
in such a manner that the Actual Deferral Percentage of such Participants who 
elected the highest Actual Deferral Percentage shall be first lowered to the 
level of such Participants who elected the next to the highest Actual Deferral 
Percentage.  If further overall reductions are required to achieve compliance 
with (a) or (b) of Section 12.3, both of the above-described groups of 
Participants will be lowered to the level of Participants with the next 
highest Actual Deferral Percentages, and so on, until sufficient total 
reductions have occurred to achieve compliance with (a) or (b) of Section 
12.3.

The income or loss attributable to the Participant's excess Pre-Tax 
Contributions for the Plan Year shall be determined by multiplying the income 
or loss attributable to the Participant's Employee Savings Account balance for 
the Plan Year by a fraction, the numerator of which is the excess Pre-Tax 
Contribution and the denominator of which is the Participant's total Employee 
Savings Account balance.  Excess Pre-Tax Contributions shall be treated as 
Annual Additions under Section 5.3 of the Plan.

12.7  Aggregation of Family Members in Determining the Actual Deferral Ratio:

    (a)  Calculation of Actual Deferral Ratios:  If an eligible Highly 
Compensated Employee is subject to the family aggregation rules of Section 
414(q)(6) of the Code because such Employee is either a 5% owner or one of the 
10 most Highly Compensated Employees, the combined actual deferral ratio of 
this family group (which is treated as one Highly Compensated Employee) shall 
be determined by combining the Pre-Tax Contributions and the Compensation for 
all the eligible Family Members.

Pre-Tax Contributions and Compensation of all Family Members are disregarded 
for purposes of determining the actual deferral percentage for the group of 
non-Highly Compensated Employees, except to the extent taken into account in 
paragraph (a) above.

    (b)  Aggregation of Family Groups:  If an Employee is required to be 
aggregated as a Family Member of more than one family group, all eligible 
Employees who are Family 


<PAGE>

Members of those groups that include the Employee are aggregated as one family 
group in accordance with paragraph (a) above.

    (c)  Excess Pre-Tax Contributions of Family Members:  In the event that it 
becomes necessary to determine and correct the excess Pre-Tax Contributions of 
a Highly Compensated Employee whose actual deferral ratio is determined under 
the rules of Section 414(q)(6) of the Code and this Section 12.7, the actual 
deferral ratio calculated in paragraph (a) above shall be reduced using the 
leveling method set forth in Section 12.4 and the excess Pre-Tax Contributions 
to be distributed thereby shall be allocated among the Family Members in 
proportion to the Pre-Tax Contribution of each Family Member that is combined 
to determine the actual deferral ratio.

12.8  Contribution Percentage:  The Contribution Percentage for a specified 
group of eligible Employees for a Plan Year shall be the average of the ratios 
(calculated separately for each Employee in such group) of:

    (a)  The total of the Employer Contributions (the "Aggregate 
Contributions") paid under the Plan on behalf of each Employee for such Plan 
Year which are made on account of the Employee's Contributions for the Plan 
Year are allocated to the Employee's Employer Contribution Account during such 
Plan Year and are paid to the Trust no later than the end of the next 
following Plan Year, to

    (b)  The Employee's Compensation for such Plan Year.

To the extent permitted by the Code and applicable regulations, the Employer 
may elect to take into account, in computing the Contribution Percentage, pre-
tax contributions made under this Plan or any other plan of the Employer.  A 
Participant's Contribution Percentage shall be determined after determining 
the Participant's Excess Deferrals, if any, pursuant to Section 4.2, and after 
determining the Participant's excess Pre-Tax Contributions pursuant to Section 
12.6.

An eligible Employee for purposes of computing the Contribution Percentage is 
defined in Code Regulation Section 1.401(m)-1(f)(4).  The Contribution 
Percentage will be zero for an eligible Employee who received no allocation of 
Aggregate Contributions.

12.9  Contribution Percentage Limits:  The Contribution Percentage for the 
eligible Employees for any Plan Year who are Highly Compensated Employees 
shall not exceed the greater of (a) or (b), as follows:

    (a)  The Contribution Percentage for the eligible Employees who are not 
Highly Compensated Employees times 1.25, or


<PAGE>



    (b)  The lesser of (i) the Contribution Percentage for the eligible 
Employees who are not Highly Compensated Employees times 2.0 or (ii) the 
Contribution Percentage for the eligible Employees who are not Highly 
Compensated Employees plus 2% points or such lesser amount as the Secretary of 
the Treasury shall prescribe to prevent the multiple use of this alternative 
limitation with respect to any Highly Compensated Employee.

In determining the Contribution Percentage of an Employee who is a 5% owner or 
one of the 10 most Highly Compensated Employees and who has a Family Member 
who is an Employee, any remuneration paid to the Family Member for services 
rendered to an Employer or to an Affiliate and any contributions made on 
behalf of or by such Family Member shall be attributed to such Highly 
Compensated Employee.  Family Members, with respect to Highly Compensated 
Employees, shall be disregarded as separate Employees in determining the 
Contribution Percentage both for Participants who are non-Highly Compensated 
Employees and for Participants who are Highly Compensated Employees.

The Contribution Percentage for any Highly Compensated Employee for any Plan 
Year who is eligible to have matching employer contributions made on his 
behalf or to make after-tax contributions under one or more plans described in 
Section 401(a) of the Code that are maintained by an Employer or an Affiliate 
in addition to this Plan shall be determined as if all such contributions were 
made to this Plan.

In the event that this Plan must be combined with one or more other plans in 
order to satisfy the requirements of Code Section 410(b), then the 
Contribution Percentage shall be determined as if all such plans were a single 
plan.

12.10  Treatment of Excess Aggregate Contributions:  If neither of the tests 
described in (a) or (b) of Section 12.9 are satisfied, the excess Aggregate 
Contributions, plus any income and minus any loss attributable thereto, shall 
be forfeited, or if not forfeitable, shall be distributed no later than the 
last day of the Plan Year following the Plan Year in which such excess 
Aggregate Contributions were made.  The income or loss attributable to the 
Participant's excess Aggregate Contributions for the Plan Year shall be 
determined by multiplying the income or loss attributable to the Participant's 
Employer Contribution Account for the Plan Year by a fraction, the numerator 
of which is the excess Aggregate Contribution, and the denominator of which is 
the Participant's total Employer Contribution Account balance.  Excess 
Aggregate Contributions shall be treated as Annual Additions under Section 5.3 
of the Plan.

The excess Aggregate Contributions, if any, of each Participant who is among 
the Highly Compensated Employees shall be determined by computing the maximum 
Contribution Percentage under (a) or (b) of Section 12.9 and then reducing the 
Contribution Percentage of some or all of such Participants whose Contribution 
Percentage exceeds the maximum by an amount of 


<PAGE>

sufficient size to reduce the overall Contribution Percentage for eligible 
Participants who are among the Highly Compensated Employees to a level which 
satisfies either (a) or (b) of Section 12.9.  The excess Aggregate 
Contributions, if any, of each Participant shall be determined in such a 
manner that the Contribution Percentage of such Participants who have the 
highest actual contribution ratio under Section 12.8 shall be first lowered to 
the level of such Participants with the next to the highest actual 
contribution ratio under Section 12.8.  If further overall reductions are 
required to achieve compliance with (a) or (b) of Section 12.9, both of the 
above-described groups of Participants will be lowered to the level of 
Participants with the next highest actual contribution ratio under Section 
12.8, and so on, until sufficient total reductions have occurred to achieve 
compliance with (a) or (b) of Section 12.9.  For each Participant who is a 
Highly Compensated Employee, the amount of excess Aggregate Contributions is 
equal to the total Employer Contributions on behalf of the Participant 
(determined prior to the application of this paragraph) minus the amount 
determined by multiplying the Participant's actual contribution ratio 
(determined after application of this paragraph) by his Compensation used in 
determining such ratio.  For Plan Years which begin after 1988, the individual 
ratios and Contribution Percentages shall be calculated to the nearest 1/100 
of 1% of the Employee's Compensation as such term is used in paragraph (b) of 
Section 12.9.

12.11  Aggregation of Family Members in Determining the Actual Contribution 
Ratio:

    (a)  Calculation of Actual Contribution Ratio:  If an eligible Highly 
Compensated Employee is subject to the family aggregation rules of Section 
414(q)(6) of the Code because such Employee is either a 5% owner or one of the 
10 most Highly Compensated Employees, the combined actual contribution ratio 
for the family group (which is treated as one Highly Compensated Employee) 
shall be determined by combining the Employer Contributions and Compensation 
of all the eligible Family Members.

The Employer Contributions and Compensation of all Family Members are 
disregarded for purposes of determining the Contribution Percentage for the 
group of Highly Compensated Employees, and the group of non-Highly Compensated 
Employees except to the extent taken into account in paragraph (a) of this 
Section.

    (b)  Aggregation of Family Groups:  If an Employee is required to be 
aggregated as a Family Member of more than one family group, all eligible 
Employees or Family Members of those groups that include the Employee shall be 
aggregated as one family group in accordance with paragraph (a) above.

    (c)  Excess Aggregate Contributions of Family Members:  In the event that 
it becomes necessary to determine and correct the excess Aggregate 
Contributions of a Highly Compensated Employee whose actual contribution ratio 
is determined under the rules of Code Section 414(q)(6) and this Section 
12.11, the actual contribution ratio shall be reduced as required under 
Section 12.10 and the excess Aggregate Contributions to be forfeited or 
distributed thereby 


<PAGE>

should be allocated among the Family Members in proportion to the Employer 
Contributions of each Family Member that are combined to determine the actual 
contribution ratio.

12.12  Multiple Use of Alternative Limitation:  The rules set forth in Code 
Section 1.401(m)-2(b) for determination of multiple use of the alternative 
methods of compliance with respect to Sections 12.3(b) and 12.9(b) are hereby 
incorporated into the Plan.  If a multiple use of the alternative limitation 
occurs with respect to two or more plans or arrangements maintained by an 
Employer it shall be treated as an excess Aggregate Contribution and must be 
corrected by reducing the actual contribution ratio of Highly Compensated 
Employees eligible both to make elective contributions to receive matching 
contributions under the 401(k) arrangement or to make contributions under the 
401(m) plan.  Such reduction shall be by the leveling process set forth in 
Section 12.10.

IN WITNESS WHEREOF, the Company has executed these presents as evidenced by 
the signatures of its duly authorized officers, in a number of copies, all of 
which shall constitute but one and the same instrument, which may be 
sufficiently evidenced by any such executed copy hereof, this ______ of 
_____________________, 199__, effective as of July 1, 1994.

[SEAL]                            CSC CREDIT SERVICES, INC.


                                  By _______________________

ATTEST:

____________________

     ACCEPTED AND AGREED TO on _________________, 1995, but effective as of 
July 1, 1995.

                                  CSC ENTERPRISES

                                  By:  CSC Enterprises, Inc.
                                       General Partner

                                  By _______________________
                                      Name:
                                      Title:
ATTEST:

___________________

















<PAGE>



                                  Exhibit 23.1



INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in the Registration Statement 
relating to the CSC Credit Services, Inc. Employee Savings Plan of Computer 
Sciences Corporation on Form S-8 of our reports dated May 26, 1995 and 
December 22, 1995, appearing in the Annual Report on Form 10-K of Computer 
Sciences Corporation for the fiscal year ended March 31, 1995, and in the 
Annual Report of Form 11-K of the CSC Credit Services, Inc. Employee Savings 
Plan for the year ended September 30, 1995, respectively, 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": 216462}]
{"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": "333-00761", "film-number": "96511985"}, "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"}}
As filed with the Securities and Exchange Commission on February 7, 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 CREDIT SERVICES, INC. EMPLOYY 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)       25,000      $77.375(2)    $1,934,375.00   $667.03
(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 Credit Services, Inc. Employee Savings 
Plan on Form 11-K for the fiscal year ended December 31, 1994;

  (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 Credit 
Services, Inc. Employee 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    Form of CSC Credit Services, Inc. Employee Savings Plan, as amended

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 Credit 
Services, Inc. Employee Savings Plan, as amended, 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 Credit Services, Inc. 
Employee 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 CREDIT SERVICES, INC.
                                  EMPLOYEE SAVINGS PLAN

                                  By/s/ LEON J. LEVEL
                                        _____________________
                                        Leon J. Level, Chairman
                                        Computer Sciences Corporation
                                        Retirement Plans Committee
EXHIBIT INDEX
Exhibit No.     Description
-----------     -----------
4.1             Form of CSC Credit Services, Inc. Employee Savings Plan, as
                amended

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 CREDIT SERVICES, INC.
                             PLOYEE SAVINGS PLAN

                  (Amended and Restated Effective July 1, 1994)
CSC CREDIT SERVICES, INC.
                             EMPLOYEE SAVINGS PLAN

                 (Amended and Restated Effective July 1, 1994)
I N D E X
ARTICLE I     DEFINITIONS ...........................................  2
Section:
     1.1      Administrative Committee ..............................  2
     1.2      Affiliate .............................................  2
     1.3      Beneficiary ...........................................  2
     1.4      Board of Directors ....................................  2
     1.5      Code ..................................................  2
     1.6      Company ...............................................  2
     1.7      Company Matching Account ..............................  2
     1.8      Compensation ..........................................  2
     1.9      Contribution ..........................................  3
     1.10     Early Retirement Date .................................  3
     1.11     ERISA .................................................  3
     1.12     Effective Date ........................................  3
     1.13     Employee ..............................................  3
     1.14     Employee Savings Account ..............................  4
     1.15     Employer ..............................................  4
     1.16     Employer Contribution .................................  4
     1.17     Employment Year .......................................  4
     1.18     Entry Date ............................................  4
     1.19     Fiduciaries ...........................................  4
     1.20     Forfeiture ............................................  4
     1.21     Hour of Service .......................................  4
     1.22     Income of the Trust Fund ..............................  5
     1.23     Initial Plan ..........................................  5
     1.24     Investment Option .....................................  5
     1.25     Participant ...........................................  5
     1.26     Participation .........................................  6
     1.27     Plan ..................................................  6
     1.28     Plan Year .............................................  6
     1.29     Pre-Tax Contributions .................................  6
     1.30     Prior Plan ............................................  6
     1.31     Retirement Date or Normal Retirement Date .............  6
1.32     Retirement Plan Committee .............................  6
     1.33     Rollover Account ......................................  6
     1.34     Rollover Amount .......................................  6
     1.35     Service ...............................................  6
     1.36     Trust Agreement .......................................  6
     1.37     Trust Fund ............................................  6
     1.38     Trustee ...............................................  6
     1.39     Valuation Date ........................................  7

ARTICLE II    ADMINISTRATION OF THE PLAN ............................  8
Section:
     2.1      Appointment of Administrative Committee ...............  8
     2.2      Appointment of Retirement Plan Committee ..............  8
     2.3      Records of Committee ..................................  8
     2.4      Committee Action ......................................  8
     2.5      Committee Disqualification ............................  9
     2.6      Committee Compensation, Expenses and Advisers .........  9
     2.7      Committee Liability ...................................  9
     2.8      Administrative Committee Determinations ...............  9
     2.9      Information from Employer .............................  11
     2.10     General Powers of Committee ...........................  11
     2.11     Uniform Administration ................................  11
     2.12     Reporting Responsibilities ............................  11
     2.13     Disclosure Responsibilities ...........................  11
     2.14     Quarterly Statements ..................................  12
     2.15     Allocation of Responsibility Among Fiduciaries for 
                Plan and Trust Administration .......................  12
     2.16     Annual Audit ..........................................  13

ARTICLE III   PARTICIPATION AND SERVICE .............................  14
Section:
     3.1      Participation .........................................  14
     3.2      Participants to Furnish Required Information ..........  14
     3.3      Service ...............................................  14
     3.4      Participation and Service Upon Re-employment Before 
                a Break In Service ..................................  16
     3.5      Participation and Service Upon Re-employment After a 
                Break In Service ....................................  16
     3.6      Transferred Participants ..............................  17
ARTICLE IV    CONTRIBUTIONS AND FORFEITURES .........................  18
Section:
     4.1      Employer Contributions ................................  18
     4.2      Pre-Tax Contributions .................................  18
     4.3      Deferral Elections ....................................  18
     4.4      Employer Contributions and Pre-Tax Contributions 
                to be Tax Deductible ................................  19
     4.5      Refunds to Employer ...................................  19
     4.6      Funding Policy ........................................  20
     4.7      Rollover Amounts ......................................  20
     4.8      Disposition of Forfeitures ............................  20

ARTICLE V     ACCOUNTS OF PARTICIPANTS ..............................  22
Section:
     5.1      Individual Accounts ...................................  22
     5.2      Account Adjustments ...................................  22
     5.3      Maximum Annual Additions ..............................  22
     5.4      Valuation of Trust Fund ...............................  29
     5.5      Recognition of Different Investment Options ...........  29

ARTICLE VI    PARTICIPANTS' BENEFITS ................................  30
Section:
     6.1      Retirement of Participants on or after Retirement Date   30
     6.2      Disability of Participants ............................  30
     6.3      Death of Participants .................................  30
     6.4      Other Termination of Service ..........................  30
     6.5      Beneficiaries in the Event of Death ...................  32
     6.6      Qualified Election ....................................  32
     6.7      Valuation Dates Determinative of Participants' Rights .  32
     6.8      Hardship Withdrawals ..................................  32
     6.9      Loans .................................................  34

ARTICLE VII   PAYMENT OF BENEFITS ...................................  37
Section:
     7.1      Payment of Benefits ...................................  37
     7.2      Presenting Claims for Benefits ........................  37
     7.3      Claims Review Procedure ...............................  38
     7.4      Disputed Benefits .....................................  39
     7.5      Distribution of Retirement Rollover Account - Automatic 
                Survivor Benefits ...................................  39
7.6      Distribution of Retirement Rollover Account - Optional 
                Forms ...............................................  40
     7.7      Participants' Right to Transfer Eligible Rollover
                Distribution -- Code Section 401(a)(31) Model
                Amendment Under Revenue Procedure 93-12 .............  42

ARTICLE VIII  TRUST AGREEMENT AND TRUST FUND ........................  44
Section:
     8.1      Trust Agreement .......................................  44
     8.2      Investment Options ....................................  44
     8.3      Investment Directions of Participants .................  44
     8.4      Change of Investment Directions .......................  44
     8.5      Benefits Paid Solely from Trust Fund ..................  45
     8.6      Committee Directions to Trustee .......................  45
     8.7      Authority to Designate Investment Manager .............  45
     8.8      Purchase, Sale and Voting of Company Stock ............  45
     8.9      Tender and Exchange Offers of Company Stock ...........  47

ARTICLE IX    ADOPTION OF PLAN BY OTHER ORGANIZATIONS;
              SEPARATION OF THE TRUST FUND; AMENDMENT AND
              TERMINATION OF THE PLAN; AND DISCONTINUANCE 
              OF CONTRIBUTIONS TO THE TRUST FUND ....................  49
Section:
     9.1      Procedure for Adoption ................................  49
     9.2      Effect of Adoption ....................................  49
     9.3      Separation of the Trust ...............................  50
     9.4      Voluntary Separation ..................................  50
     9.5      Amendment of the Plan .................................  50
     9.6      Acceptance or Rejection of Amendment by Employers .....  51
     9.7      Termination of the Plan ...............................  51
     9.8      Liquidation and Distribution of Trust Fund upon
                Termination .........................................  51
     9.9      Effect of Termination or Discontinuance of
                Contributions .......................................  52
     9.10     Merger of Plan with Another Plan ......................  52

ARTICLE X     MISCELLANEOUS PROVISIONS ..............................  53
Section:
    10.1      Terms of Employment ...................................  53
    10.2      Controlling Law .......................................  53
    10.3      Invalidity of Particular Provisions ...................  53
    10.4      Non-alienability of Rights of Participants ............  53
10.5      Payments in Satisfaction of Claims of Participants ....  53
    10.6      Impossibility of Diversion of Trust Fund ..............  53
    10.7      Unclaimed Benefits ....................................  54

ARTICLE XI    TOP-HEAVY PLAN REQUIREMENTS ...........................  55
Section:
    11.1      General Rule ..........................................  55
    11.2      Vesting Provisions ....................................  55
    11.3      Minimum Employer Contribution Provisions ..............  55
    11.4      Limitation on Compensation ............................  56
    11.5      Limitation on Employer Contributions ..................  56
    11.6      Coordination with Other Plans .........................  57
    11.7      Distributions to Certain Key Employees ................  57
    11.8      Determination of Top-Heavy Status .....................  57

ARTICLE XII   TESTING OF CONTRIBUTIONS ..............................  63
Section:
    12.1      Definitions ...........................................  63
    12.2      Actual Deferral Percentage ............................  65
    12.3      Actual Deferral Percentage Limits .....................  65
    12.4      Reduction of Pre-Tax Contribution Rates by Leveling
                Method ..............................................  66
    12.5      Increase in Pre-Tax Contribution Rates ................  66
    12.6      Excess Pre-Tax Contributions ..........................  66
    12.7      Aggregation of Family Members in Determining the
                Actual Deferral Ratio ...............................  67
    12.8      Contribution Percentage ...............................  68
    12.9      Contribution Percentage Limits ........................  68
    12.10     Treatment of Excess Aggregate Contributions ...........  69
    12.11     Aggregation of Family Members in Determining the
                Actual Contribution Ratio ...........................  70
    12.12     Multiple Use of Alternative Limitation ................  71
EMPLOYEE SAVINGS PLAN

                  (Amended and Restated Effective July 1, 1994)

Effective as of October 1, 1987, Associated Credit Services, Inc., later known 
as CSC Credit Services, Inc., a Texas corporation, established the Associated 
Credit Services, Inc. Employee Savings Plan (the "Initial Plan"), for the 
benefit of its eligible employees.

The Initial Plan, as amended, was amended, renamed, restated and continued 
effective October 1, 1989 (the "Prior Plan") to make certain changes required 
by the Tax Reform Act of 1986.

As part of the Initial Plan, as amended, CSC Credit Services, Inc. established 
the Associated Credit Services, Inc. Employee Savings Plan Trust Agreement 
effective as of October 1, 1987, between the Company and MTrust Corp., a Texas 
state-chartered trust company, Trustee (the "Prior Trust").

Effective as of July 1, 1994, the Board of Directors of CSC Credit Services, 
Inc., authorized the amendment, restatement and continuation of the Prior 
Plan, as amended and in effect on June 30, 1994, in the form of the CSC Credit 
Services, Inc. Employee Savings Plan (the "Plan") as set forth herein, to 
incorporate certain plan changes.  In connection with the July 1, 1994 
amendment, restatement and continuation of the Plan, the Board of Directors of 
CSC Credit Services, Inc. also authorized the amendment, restatement and 
continuation of the Prior Trust, as amended, in the form of the CSC Credit 
Services, Inc. Employee Savings Plan Trust Agreement (the "Trust"), which is 
intended to form a part of the Plan as set forth herein.

Effective as of July 1, 1995, sponsorship of the Plan was assumed by CSC 
Enterprises, a Delaware general partnership (the "Company").

There shall be no termination and no gap or lapse in time or effect between 
the Prior Plan and this Plan, and the existence of a qualified plan shall be 
uninterrupted.  The provisions of this Plan shall apply only to a Participant 
who terminates Service on or after July 1, 1994.  The rights and benefits, if 
any, of a former employee shall be determined in accordance with the 
provisions of the prior plan in effect on the date his employment terminated.

This Plan and its related Trust are intended to meet the requirements of 
Sections 401(a), 401(k) and 501(a) of the Internal Revenue Code of 1986, and 
of the Employee Retirement Income Security Act of 1974, as either may be 
amended from time to time.

NOW, THEREFORE, CSC Credit Services, Inc. hereby amends and restates in its 
entirety and continues the Prior Plan, effective July 1, 1994, which shall 
read as follows:
ARTICLE I

                                 DEFINITIONS

As used in this Plan, the following words and phrases shall have the following 
meanings unless the context clearly requires a different meaning:

1.1  Administrative Committee:  The committee located at CSC Credit Services, 
Inc. in Houston, Texas, appointed by the Company to act as administrator of 
this Plan and to perform those duties designated in Article II hereof.

1.2  Affiliate:  A corporation or other trade or business which, together with 
an Employer, is "under common control" within the meaning of Section 414(b) or 
(c), as modified by Section 415(h) of the Code.

1.3  Beneficiary:  A Participant's spouse, or such other natural person or 
persons, or the trustee of an inter vivos trust for the benefit of natural 
persons, entitled to receive a Participant's death benefits, as provided in 
Section 6.5 hereof.

1.4  Board of Directors:  Prior to July 1, 1995, the board of directors of CSC 
Credit Services, Inc.  From and after July 1, 1995, the board of directors of 
CSC Enterprises, Inc., the general partner of CSC Enterprises, a Delaware 
general partnership.

1.5  Code:  The Internal Revenue Code of 1986, as amended from time to time, 
or the corresponding provisions of any future federal internal revenue law.

1.6  Company:  Prior to July 1, 1995, CSC Credit Services, Inc., a Texas 
corporation.  From and after July 1, 1995, CSC Enterprises, a Delaware general 
partnership.

1.7  Company Matching Account:  The account maintained for a Participant to 
record his share of the Contributions of the Employer, and adjustments 
relating thereto.

1.8  Compensation:  The total basic remuneration paid to an Employee by an 
Employer for personal services rendered during the period considered as 
Service, but prior to reductions for Pre-Tax Contributions under Section 4.2, 
including (i) base salary and hourly base pay, (ii) overtime, and (iii) 
commissions, bonuses and any other item of special or extraordinary pay; but 
excluding reimbursement for relocation expenses, rewards given for performance 
of services which were not performed in the usual course of their duties with 
the Company (such as employment referral fees), any Company Matching 
Contributions to this Plan or any Employer contributions to any other pension, 
profit-sharing or welfare plan.  However, the Administrative Committee may 
reduce Compensation to exclude bonuses if in the Administrative Committee's 
sole determination the
inclusion of bonuses as Compensation would result in a violation of the actual 
deferral percentage limitations described in Article XII.  The inclusion or 
exclusion of bonuses shall be uniform among all Participants.

For the purpose of determining the amount of Compensation, the books and 
records of the Employer shall be conclusive; provided, however, that the Plan 
shall not be bound by any mathematical or mechanical errors in calculation, or 
similar errors.  Notwithstanding anything herein to the contrary, in no event 
shall the annual Compensation taken into account under the Plan for any 
Employee exceed $150,000, or such other dollar amount as may be prescribed by 
the Secretary of the Treasury or his delegate pursuant to Section 401(a)(17) 
of the Code.

For purposes of applying the $150,000 limit on Compensation, the family unit 
of an Employee who either is a 5% owner or is both a highly compensated 
employee and one of the ten most highly compensated employees will be treated 
as a single Employee with one Compensation, and the $150,000 limit will be 
allocated among the members of the family unit in proportion to the total 
Compensation of each member of the family unit.  For this purpose, a family 
unit consists of the Employee who is a 5% owner or one of the ten most highly 
compensated employees, the Employee's spouse, and the Employee's lineal 
descendants who have not attained age 19 before the close of the year.

1.9  Contribution:  Any amount contributed to the Trust Fund pursuant to the 
provisions of this Plan, whether incident to the original adoption of this 
Plan and the establishment of the Trust Fund, or at any time subsequent 
thereto, by an Employer, or by a Participant out of his Compensation.

1.10  Early Retirement Date:  The Participant's attainment of age 55 and 
completion of five years of Service.

1.11  ERISA:  Public Law No. 93-406, the Employee Retirement Income Security 
Act of 1974, as amended from time to time.

1.12  Effective Date:  July 1, 1994.

1.13  Employee:  Any person employed by the Employer; provided, however, that 
the term "Employee" does not include any person who is covered by a collective 
bargaining agreement unless such agreement specifically provides that 
employees covered thereunder may participate in the Plan.  The term "Employee" 
also includes individuals who are "leased employees" (as defined in Code 
Section 414(n), subject to Code Section 414(n)(5)).
1.14  Employee Savings Account:  The account maintained for a Participant to 
record the Pre-Tax Contributions made on his behalf by the Employer to the 
Trust Fund, and adjustments relating thereto.

1.15  Employer:  The Company.  In addition, "Employer" means CSC Accounts 
Management, Inc., CSC Credit Services, Inc., a California Corporation, and 
Credit Bureau of Tulsa, Inc., and any other employing entity which shall adopt 
this Plan pursuant to the provisions of Section 9.1 hereof (sometimes 
hereinafter referred to collectively as "Affiliated Employers") and the 
successors, if any, to such employing entity.

1.16  Employer Contribution:  The amount contributed by the Employer to the 
Trust Fund as a Company Matching Contribution and/or a Discretionary Company 
Matching Contribution, pursuant to Section 4.1.

1.17  Employment Year:  A 12-consecutive-month period commencing on the 
Employee's date of employment with an Employer or an Affiliate or on any 
anniversary of such employment date.

1.18  Entry Date:  The January 1st or July 1st of a Plan Year.

1.19  Fiduciaries:  The Employer, the Administrative Committee, the Retirement 
Plan Committee, and the Trustee, but only with respect to the specific 
responsibilities of each for Plan and Trust administration, all as described 
in Section 2.15 hereof.  Any person or group of persons may serve in more than 
one fiduciary capacity with respect to the Plan.

1.20  Forfeiture:  The portion of the Participant's Company Matching Account 
which is forfeited because of termination of Service before full vesting 
pursuant to Section 6.4.

1.21  Hour of Service:  For purposes of determining an Employee's period of 
Service under Article III:

    (a)  Each hour for which an Employee is paid, or entitled to payment, (i) 
for the performance of duties for an Employer or Affiliate during the 
applicable computation period (each such hour to be credited for the 
computation period in which the Employee performed the duties), and (ii) on 
account of a period of time during which no duties are performed (irrespective 
of whether the employment relationship has terminated) due to vacation, 
holiday, illness, incapacity (including disability), layoff, jury duty, 
military duty or leave of absence (each such hour to be credited for the 
computation period during which the Employee was absent); and
(b)  Each hour for which credit is not otherwise given with respect to 
which back pay, irrespective of mitigation of damages, is either awarded or 
agreed to by the Employer or Affiliate (each such hour to be credited for the 
computation period with respect to which the back pay award or agreement 
pertains).

For purposes of paragraph (a)(ii) above, (x) no more than 501 Hours of Service 
shall be credited to an Employee on account of any single continuous period 
during which the Employee performs no duties (whether or not such period 
occurs in a single computation period), (y) Hours of Service shall be credited 
for payments whether made by or due from the Employer or Affiliate directly, 
or indirectly through, among others, a trust fund, or insurer, to which the 
Employer or Affiliate contributes or pays premiums, and regardless of whether 
contributions made are due to the trust fund, insurer or other entity or for 
the benefit of particular employees or on behalf of a group of employees in 
the aggregate, and (z) no Hours of Service shall be credited for payments made 
or due under a plan maintained solely for the purpose of complying with 
applicable workmen's compensation, or unemployment compensation or disability 
insurance laws, or which solely reimburse an Employee for medical or medically 
related expenses incurred by the Employee.  To the extent not otherwise 
provided in this section, Hours of Service shall be determined or credited in 
accordance with Department of Labor Regulations, Sections 2530.200b-2(b) and 
(c).

Hours of Service will be credited for employment with other members of an 
affiliated service group (under Code Section 414(m)), a controlled group of 
corporations (under Code Section 414(b)), or a group of trades or businesses 
under common control (under Code Section 414(c)), of which the Employer is a 
member.

Hours of Service will also be credited for any individual considered an 
Employee for purposes of this Plan under Code Section 414(n).

1.22  Income of the Trust Fund:  The net gain or loss of the Trust Fund from 
investments, as reflected by interest payments, dividends, realized and 
unrealized gains and losses on securities and other investment transactions 
and expenses paid from the Trust Fund.

1.23  Initial Plan:  The Associated Credit Services, Inc. Employee Savings 
Plan as established October 1, 1987, and as thereafter amended and in effect 
on September 30, 1989, prior to its amendment, renaming, restatement and 
continuation in the form of the Prior Plan.

1.24  Investment Option:  Any of the investment funds comprising the Trust 
Fund, as described in Section 8.2.

1.25  Participant:  An Employee who, pursuant to the provisions of Article III 
hereof, is participating in the Plan.
1.26  Participation:  The period commencing as of the date the Employee 
becomes a Participant and ending on the last day of the pay period during 
which his termination of Service occurs.

1.27  Plan:  The CSC Credit Services, Inc. Employee Savings Plan set forth 
herein, and as amended from time to time.

1.28  Plan Year:  The 12-consecutive-month period commencing October 1 and 
ending September 30;  however, effective January 1, 1996, the Plan Year shall 
be the 12-consecutive-month period commencing January 1, 1996 and ending 
December 31.

1.29  Pre-Tax Contributions:  The amount deferred by a Participant from his 
Compensation as "Pre-Tax Contributions" pursuant to Section 4.2.

1.30  Prior Plan:  The CSC Credit Services, Inc. Employee Savings Plan as 
amended and restated effective October 1, 1989, and in effect on June 30, 
1994, prior to its amendment, restatement and continuation in the form of this 
Plan.

1.31  Retirement Date or Normal Retirement Date:  The 65th birthday of a 
Participant.

1.32  Retirement Plan Committee:  The committee located at Computer Sciences 
Corporation in California, appointed by the Company to perform those duties 
designated in Article II hereof.

1.33  Rollover Account:  The account maintained for a Participant to record 
his Rollover Amount, and adjustments relating thereto.

1.34  Rollover Amount:  For purposes of the Plan, any amount transferred to 
the Plan from another plan qualified under Section 401(a) of the Code, either 
directly or from a conduit Individual Retirement Account.

1.35  Service:  A Participant's period of employment with any Employer or with 
any Affiliate, including a period of absence approved by the Employer or 
Affiliate.

1.36  Trust Agreement:  The Trust Agreement provided for in Article VIII 
hereof, as amended from time to time.

1.37  Trust Fund:  All Contributions of Employers and Participants held by the 
Trustee under the Trust Agreement, together with all income, profits or 
increments thereon.

1.38  Trustee:  The Trustee under the Trust Agreement.
1.39  Valuation Date:  The last day of each calendar quarter on which a 
quarterly valuation is made or the date on which a special valuation is made 
pursuant to Section 5.4.

Words used in this Plan and in the Trust Agreement in the singular shall 
include the plural and in the plural the singular, and the gender of words 
used shall be construed to include whichever may be appropriate under any 
particular circumstances of the masculine, feminine or neuter genders.
ARTICLE II

                          ADMINISTRATION OF THE PLAN

2.1  Appointment of Administrative Committee:  The Board of Directors shall 
appoint an administrative committee  (the "Administrative Committee") of not 
less than three persons, who may be employees of the Company or an Affiliate, 
to act as Administrator of the Plan within the meaning of Section 404 of ERISA 
and to act as Named Fiduciary under ERISA, to be responsible for all fiduciary 
responsibilities and decisions and to fulfill the administrative duties set 
forth in Section 2.8.  Each member of the Administrative Committee shall serve 
for such term as the Board of Directors may designate or until his death, 
resignation or removal by said Board.  The Board of Directors shall promptly 
appoint successors to fill any vacancies in the Administrative Committee.

2.2  Appointment of Retirement Plan Committee:  The Board of Directors shall 
appoint a retirement plan committee (the "Retirement Plan Committee") of not 
less than three persons, who may be employees of Computer Sciences 
Corporation, the Company or an Affiliate.  The Retirement Plan Committee shall 
have authority to approve the Plan, the Trust Agreement, and any amendments to 
either.  The Retirement Plan Committee may also approve the selection of a 
Trustee or a recordkeeper, direct the Trustee in the allocation of fund 
investments and approve changes to the Investment Options.  Finally, the 
Retirement Plan Committee shall have authority to review periodically the 
performance of the Administrative Committee.  Each member of the Retirement 
Plan Committee shall serve for such term as the Board of Directors may 
designate or until his death, resignation or removal by said Board.  The Board 
of Directors shall promptly appoint successors to fill any vacancies in the 
Retirement Plan Committee.

2.3  Records of Committee:  The Retirement Plan Committee and the 
Administrative Committee shall keep appropriate records of their proceedings 
and the administration of the Plan.  The Administrative Committee shall make 
available to Participants and their Beneficiaries for examination, during 
business hours, such records of the Plan as pertain to the examining person 
and such documents relating to the Plan as are required by ERISA.

2.4  Committee Action:  The Retirement Plan Committee and the Administrative 
Committee may take action at any meeting where a majority of their members are 
present and at any such meeting any action may be taken which shall be 
approved by a majority of the members present.  Either Committee may also take 
any action without a meeting that is approved by a majority of its Committee 
members and is evidenced by a written document signed by a member of its 
Committee.  The Retirement Plan Committee and the Administrative Committee may 
delegate any of their rights, powers and duties to any one or more of their 
members, or to any other person, by written action as provided herein, 
acknowledged in writing by the delegate or delegates.  Such delegation may 
include, without limitation, the power to execute any document on behalf of 
the Committee.  The Chairman of the Retirement Plan Committee shall be agent 
of the
Plan and the Retirement Plan Committee for the service of legal process at the 
principal office of Computer Sciences Corporation in El Segundo, California.

2.5  Committee Disqualification:  A member of either Committee who may be a 
Participant shall not vote on any question relating specifically to himself.

2.6  Committee Compensation, Expenses and Advisers:  The members of either 
Committee shall serve without bond (unless otherwise required by law) and 
without compensation for their services as such.  Each Committee may select, 
and authorize the Trustee to compensate suitably, such attorneys, agents and 
representatives as it may deem necessary or advisable to the performance of 
its duties.  All expenses of either Committee that shall arise in connection 
with the administration of the Plan shall be paid by the Company or by the 
Trustee out of the Trust Fund.

2.7  Committee Liability:  Except to the extent that such liability is created 
by ERISA, no member of either Committee shall be liable for any act or 
omission of any other member of either Committee, nor for any act or omission 
on his own part except for his own gross negligence or willful misconduct, nor 
for the exercise of any power or discretion in the performance of any duty 
assumed by him hereunder.  The Company shall indemnify and hold harmless each 
member of each Committee from any and all claims, losses, damages, expenses 
(including counsel fees approved by the member's Committee), and liabilities 
(including any amounts paid in settlement with the approval of the member's 
Committee, but excluding any excise tax assessed against any member or members 
of either Committee pursuant to the provisions of Section 4975 of the Internal 
Revenue Code of 1986, as amended) arising from any act or omission of such 
member in connection with duties and responsibilities under the Plan, except 
when the same is judicially determined to be due to the gross negligence or 
willful misconduct of such member.

2.8  Administrative Committee Determinations:  The Administrative Committee, 
on behalf of the Participants and their Beneficiaries, shall enforce this Plan 
in accordance with its terms and shall have all powers necessary for the 
accomplishment of that purpose, including, but not by way of limitation, the 
following powers:

    (a)  To construe and interpret the Plan and determine the amount, manner 
and time of payment of any benefits hereunder;

    (b)  To determine all questions relating to the eligibility of Employees 
to become Participants, the period of Service of Participants and the 
Compensation of Participants;

    (c)  To prescribe procedures to be followed by Participants or 
Beneficiaries filing applications for benefits;
(d)  To authorize in writing all disbursements by the Trustee from the 
Trust Fund;

    (e)  To prepare and distribute, in such manner as the Administrative 
Committee determines to be appropriate, information explaining the Plan;

    (f)  To furnish the Employers, upon request, such annual reports with 
respect to the administration of the Plan as are reasonable and appropriate;

    (g)  To establish procedures to be followed by Participants for the 
investment and reinvestment of their Account(s) under the Trust Fund;

    (h)  To receive and review reports of the financial condition, and of the 
receipts and disbursements, of the Trust Fund from the Trustee and any 
Investment Manager, and to transmit such reports, along with its findings and 
recommendations surrounding the investment performance of the Trust Fund, to 
the Retirement Plan Committee;

    (i)  To appoint or employ individuals to assist in the administration of 
the Plan and any other agents it deems advisable, including legal and 
actuarial counsel;

    (j)  To prescribe and monitor procedures for confidential Participant 
directions to the Trustee as to (i) voting shares of Company Stock in such 
Participant's Plan accounts and (ii) tender or exchange of such shares in 
response to an offer for same;

    (k)  To determine all questions relating to hardship withdrawals and plan 
forfeitures;

    (l)  To establish procedures to be followed for open enrollment periods 
and to determine all questions relating to open enrollments;

    (m)  To interpret and construe all terms, provisions, conditions and 
limitations of this Plan and to reconcile any inconsistency or supply any 
omitted detail that may appear in this Plan in such manner and to such extent, 
consistent with the general terms of this Plan, as the Administrative 
Committee shall deem necessary and proper to effectuate the Plan for the 
greatest benefit of all parties interested in the Plan; and

    (n)  To make and enforce such rules and regulations for the administration 
of the Plan as are not inconsistent with the terms set forth herein.
The Administrative Committee shall have no power to add to, subtract from or 
modify any of the terms of the Plan, nor to change or add to any benefits 
provided by the Plan, nor to waive or fail to apply any requirements of 
eligibility for a benefit under the Plan.

2.9  Information from Employer:  To enable the Administrative Committee to 
perform its functions, each Employer shall supply full and timely information 
to the Administrative Committee of all matters relating to the dates of 
employment of its Employees for purposes of determining eligibility of 
Employees to participate hereunder, the Compensation of all Participants, 
their retirement or other cause for termination of employment, and such other 
pertinent facts as the Administrative Committee may require; and the 
Administrative Committee shall advise the Trustee of such of the foregoing 
facts as may be pertinent to the Trustee's administration of the Trust Fund.

2.10  General Powers of Committee:  In addition to all other powers herein 
granted, and in general consistent with the provisions hereof, the 
Administrative Committee shall have all other rights and powers reasonably 
necessary to supervise and control the administration of this Plan.  The 
determination of any fact by the Administrative Committee and the construction 
placed by the Administrative Committee upon the provisions of this Plan shall 
be binding upon all of the Participants under this Plan, their Beneficiaries 
and the Employers.

2.11  Uniform Administration:  Whenever in the administration of the Plan, any 
action is required by an Employer, the Administrative Committee or the 
Retirement Plan Committee, including, but not by way of limitation, action 
with respect to eligibility of Employees, Contributions and benefits, such 
action shall be uniform in nature as applied to all persons similarly 
situated, and no action shall be taken which will discriminate in favor of 
Participants who are officers or shareholders of an Employer or highly 
compensated Employees.

2.12  Reporting Responsibilities:  As Administrator of the Plan under Section 
404 of ERISA, the Retirement Plan Committee shall file with the appropriate 
office of the Internal Revenue Service or the Department of Labor all reports, 
returns and notices required under ERISA, including, but not limited to, the 
plan description and summary plan description, annual reports and amendments 
thereof to be filed with the Internal Revenue Service and/or the Department of 
Labor, requests for determination letters, annual reports and registration 
statement required by Section 6057(a) of the Code.

2.13  Disclosure Responsibilities:  The Retirement Plan Committee shall make 
available to each Participant and Beneficiary such records, documents and 
other data as may be required under ERISA, and Participants or Beneficiaries 
shall have the right to examine such records at reasonable times during 
business hours.  Nothing contained in this Plan shall give any Participant or 
Beneficiary the right to examine any data or records reflecting the 
compensation paid to, or relating to any account of, any other Participant or 
Beneficiary, except as may be required under ERISA.
2.14  Quarterly Statements:  As soon as practicable after each quarterly 
Valuation Date, the Administrative Committee shall prepare and deliver to each 
Participant a written statement showing as of that quarterly Valuation Date:

    (a)  The balance in his account in the Trust Fund as of the preceding 
quarterly Valuation Date;

    (b)  The amount of Employer Contributions and Pre-Tax Contributions 
allocated to his account for the calendar quarter ending on such quarterly 
Valuation Date;

    (c)  The adjustments to his account to reflect his share of income and 
expenses of the Trust Fund and appreciation or depreciation in Trust Fund 
assets during the calendar quarter ending on such quarterly Valuation Date; 
and

    (d)  The new balance in his account as of that quarterly Valuation Date.

2.15  Allocation of Responsibility Among Fiduciaries for Plan and Trust 
Administration:  The Fiduciaries shall have only those specific powers, 
duties, responsibilities and obligations as are specifically given them under 
this Plan or the Trust Agreement.  In general, the Employer shall have the 
sole responsibility for making the Contributions provided for under Sections 
4.1 and 4.2.  The Company shall have the sole authority to appoint and remove 
the Trustee.  The Company may amend or terminate, in whole or in part, this 
Plan or the Trust Agreement, and each other Employer may amend or terminate 
this Plan or the Trust Agreement with respect to its Employees to the extent 
provided in Article IX.  The Administrative Committee shall have the sole 
responsibility for the administration of the Plan, and the Retirement Plan 
Committee shall have the sole responsibility for all fiduciary 
responsibilities and decisions.  Computer Sciences Corporation shall have sole 
authority to appoint and remove members of either Committee.  Each Fiduciary 
warrants that any directions given, information furnished, or action taken by 
it shall be in accordance with the provisions of the Plan or the Trust 
Agreement, as the case may be, authorizing or providing for such direction, 
information or action.  Furthermore, each Fiduciary may rely upon any such 
direction, information or action of another Fiduciary as being proper under 
this Plan or the Trust Agreement, and is not required under this Plan or the 
Trust Agreement to inquire into the propriety of any such direction, 
information or action.  It is intended under this Plan and the Trust Agreement 
that each Fiduciary shall be responsible for the proper exercise of its own 
powers, duties, responsibilities and obligations under this Plan and the Trust 
Agreement and shall not be responsible for any act or failure to act of 
another Fiduciary.  No Fiduciary guarantees the Trust Fund in any manner 
against investment loss or depreciation in asset value.
2.16  Annual Audit:  If required by ERISA, the Retirement Plan Committee shall 
engage, on behalf of all Participants, an independent Certified Public 
Accountant who shall conduct an annual examination of any financial statements 
of the Plan and Trust and of other books and records of the Plan and Trust as 
the Certified Public Accountant may deem necessary to enable him to form and 
provide a written opinion as to whether the financial statements and related 
schedules required to be filed with the Internal Revenue Service and/or the 
Department of Labor or furnished to each Participant are presented fairly and 
in conformity with generally accepted accounting principles applied on a basis 
consistent with that of the preceding Plan Year.
ARTICLE III

                          PARTICIPATION AND SERVICE

3.1  Participation:  An Employee who was a Participant under the Prior Plan 
shall continue his participation in accordance with the provisions of this 
Plan.  An Employee who as of July 1, 1994 had completed an Employment Year 
during which he had completed not less than 1,000 Hours of Service shall be 
eligible to commence participation on July 1, 1994.  Each other Employee shall 
be eligible to commence participation on the Entry Date next following his 
commencement of Service and his completion of an Employment Year during which 
he has completed not less than 1,000 Hours of Service.  An Employee who does 
not participate in the Plan when he first becomes eligible may commence such 
participation on any Entry Date thereafter, provided he is otherwise eligible 
hereunder.  Notwithstanding any provision of this Plan to the contrary, for 
purposes of eligibility to participate in this Plan, the term "Employee" shall 
not include any individuals who are "leased employees" as defined in Code 
Section 414(n), or persons who are nonresident aliens who receive no U.S. 
source income from the Employer.

Notwithstanding anything herein to the contrary, an Employee who has not yet 
completed the eligibility requirements, and for whom an amount has been 
transferred to his Rollover Account shall be a Participant only with respect 
to his Rollover Account until the Entry Date following his completion of the 
eligibility requirements.

3.2  Participants to Furnish Required Information:  Each Participant shall 
furnish to the Administrative Committee such information as the Administrative 
Committee may consider to be necessary or desirable in administering the Plan.

3.3  Service:  An Employee's or a Participant's period of Service shall be 
determined in accordance with the following:

    (a)  Accrual of Service:  Subject to the provisions of Section 3.5(b), an 
Employee or a Participant shall accrue Service for all years, months and days 
of active employment with an Employer or with an Affiliate, including periods 
includable under Section 3.4(b), and periods of absence:

      (i)   Due to accident or sickness so long as the person is continued on 
the employment rolls of the Employer or Affiliate and remains eligible to 
return to work upon his recovery;

      (ii)  Due to membership in the service of the Armed Forces of the United 
States (but if such absence is not pursuant to orders issued by the Armed 
Forces of the United States, only with the
consent of the Employer or Affiliate) provided each such person shall apply 
for reemployment with the Employer or Affiliate within 90-days (or such longer 
period as may be required by law) after honorable discharge or after release 
to inactive duty, as the case may be; and

      (iii) Due to an authorized leave of absence granted by the Employer or 
Affiliate for any other purpose approved by the Board of Directors in 
accordance with established practices of the Employer or Affiliate, 
consistently applied in a nondiscriminatory manner in order that all employees 
under similar circumstances shall be treated alike; provided each such person 
shall apply for re-employment with the Employer or Affiliate within the time 
specified by the Employer or Affiliate.

An Employee or a Participant shall accrue a year of Service for each 12 month 
period of Service (30 days shall be deemed to be a month in the case of the 
aggregation of fractional months), or for each 365 day period of Service.

    (b)  Commencement and Termination of Service:  An Employee's or a 
Participant's Service shall commence on the date he first performs an Hour of 
Service for an Employer or Affiliate, and shall terminate on the date of the 
first to occur of (i) his retirement or death, (ii) his quitting or discharge 
other than during or upon expiration of an authorized leave of absence under 
paragraph (a) above, (iii) his quitting or discharge during such an absence, 
or (iv) the expiration date of such an absence (or, if earlier, the expiration 
of 1 year after the date such absence commenced) if he fails to return to work 
upon the expiration of such an absence.

    (c)  Break In Service:  An Employee or a Participant shall incur a Break 
In Service upon the expiration of 12 consecutive months after his termination 
of Service (determined under paragraph (b) above), unless he is sooner 
reemployed by an Employer or an Affiliate.  Solely for purposes of determining 
whether a Break In Service has occurred for participation and vesting Service 
under this Plan, the Service of an individual who is absent from work due to 
"Maternity/Paternity Leave" shall not terminate until the expiration of one 
year after the date such absence commenced.  For purposes of this Section, 
"Maternity/Paternity Leave" means a temporary cessation from active employment 
with the Employer or Affiliate (i) by reason of the pregnancy of the 
individual, (ii) by reason of the birth of the child of the individual, (iii) 
by reason of the placement of a child with the individual in connection with 
the adoption of such child by such individual, or (iv) for purposes of caring 
for such child for a period beginning immediately following such birth or
placement.  In order for a Participant's absence to qualify as a 
Maternity/Paternity Leave of Absence, the Participant must furnish the 
Administrator, in a timely manner, with such information and documentation as 
the Administrator shall reasonably require to establish that the absence from 
work is for reasons referred to above and the number of days for which there 
was such absence.

    (d)  Leave Taken Pursuant to Family and Medical Leave Act of 1993:  For 
purposes of determining eligibility to participate and vesting under the Plan, 
Service shall be deemed to continue, and there shall be no Break In Service, 
during leave taken pursuant to the Family and Medical Leave Act of 1993.

3.4  Participation and Service Upon Re-employment Before a Break In Service:  
If an Employee or a Participant terminates his Service on or after the 
Effective Date but is reemployed by an Employer or an Affiliate before he 
incurs a Break In Service, the following rules shall apply in determining his 
eligibility for participation under Section 3.1 and his Service under Section 
3.3.

    (a)  Participation:  If the reemployed person was not a Participant during 
his prior period of Service, he must meet the requirements of Section 3.1 for 
participation in the Plan as if he were a new Employee; provided, however, 
that his Hours of Service during his prior period of Service shall be 
considered in determining whether he meets such requirements.  If the 
reemployed person was a Participant in the Plan during his prior period of 
Service, he shall be entitled to recommence participation on the date of his 
re-employment.

    (b)  Service:  Any Service attributable to his prior period of Service 
shall be reinstated as of the date of his re-employment, and the period of his 
interim absence shall also constitute Service for purposes of Section 6.4.

3.5  Participation and Service Upon Re-employment After a Break In Service:  
If an Employee or a Participant terminates his Service on or after the 
Effective Date but is reemployed by an Employer or an Affiliate after he 
incurs a Break In Service, the following rules shall apply in determining his 
eligibility for participation under Section 3.1 and his Service under Section 
3.3:

    (a)  Participation:  If the reemployed person was not a Participant during 
his prior period of Service, he must meet the requirements of Section 3.1 for 
participation in the Plan as if he were a new Employee, and his Hours of 
Service during his prior period of Service shall be considered in determining 
whether he meets such requirements.  If the reemployed person was a 
Participant during his prior period of Service, he shall be entitled to 
recommence participation on the date of his re-employment.
(b)  Service:  If the reemployed person was not a Participant during his 
prior period of Service, or was a Participant whose prior Service terminated 
without entitlement to a distribution from his Company Matching Account under 
Article VI, any Service attributable to his prior period of Service shall be 
reinstated as of the date of his recommencement of Participation only if the 
number of consecutive years of Break In Service is less than the greater of 
five or the aggregate number of his years of pre-break Service.  If the 
reemployed person was a Participant whose prior Service terminated with 
entitlement to a distribution from his Company Matching Account under Article 
VI, any Service attributable to his prior period of Service shall be 
reinstated.

3.6  Transferred Participants:  If a Participant is transferred to an 
Affiliate, or to an employment classification with an Employer which is not 
covered by this Plan, his participation shall be suspended until he is 
subsequently reemployed by an Employer in an employment classification covered 
by the Plan; provided, however, that during such suspension period (i) he 
shall continue to accrue Service for such employment, (ii) he shall not be 
entitled to make Pre-Tax Contributions, and (iii) his Company Matching Account 
shall receive no Employer Contribution allocations except to the extent 
provided in Section 5.2.  If an Employee is transferred from an employment 
classification with an Employer that is not covered by the Plan to an 
employment classification that is so covered, or from an Affiliate to an 
employment classification with an Employer that is so covered, his period of 
Service prior to the date of transfer shall be considered for purposes of 
determining his eligibility to become a Participant under Section 3.1 and for 
purposes of Section 6.4.
ARTICLE IV

                        CONTRIBUTIONS AND FORFEITURES

4.1  Employer Contributions:  Each Employer shall make a Matching Contribution 
to the Trust Fund as soon as practicable after the end of each pay period in 
an amount equal to 50% of the first 6% of Compensation contributed to the 
Trust Fund during the pay period as Pre-Tax Contributions on behalf of each 
Participant who is in the Service of the Employer.  In addition, the Company 
may make a Discretionary Matching Contribution for any Plan Year in such 
additional amount as the Board of Directors, in its sole and absolute 
discretion, may direct by adopting an appropriate resolution and announcing 
the same to the Participants and either claiming such amount as a deduction on 
the federal income tax return or designating such amount in writing to the 
Trustee.

4.2  Pre-Tax Contributions:  Each Participant may elect to defer a portion of 
his salary as a Pre-Tax Contribution to be contributed to the Trust Fund in 
any whole percent not less than 2% and not more than 15%, as he may designate, 
of his Compensation for each pay period.  A Participant's Pre-Tax 
Contributions shall not exceed a maximum contribution of $9,240 (as adjusted 
upward by the Secretary of the Treasury under Section 402(g) of the Code to 
account for cost of living increases) for each calendar year and shall be 
further limited by the provisions of Sections 5.3 and 12.4.  In the event a 
Participant's Pre-Tax Contributions exceed the applicable limit described in 
the preceding sentence, or in the event the Participant submits a written 
claim to the Administrative Committee, at the time and in the manner 
prescribed by the Administrative Committee, specifying an amount of Pre-Tax 
Contributions that will exceed the applicable limit of Section 402(g) of the 
Code when added to amounts deferred by the Participant in other plans or 
arrangements, such excess (the "Excess Deferrals"), plus any income and minus 
any loss attributable thereto, shall be returned to the Participant by April 
15 of the following year.  The amount of any Excess Deferrals to be 
distributed to a Participant for a taxable year shall be reduced by excess 
Pre-Tax Contributions previously distributed pursuant to Article XII for the 
Plan Year beginning in such taxable year.  The income or loss attributable to 
the Participant's Excess Deferral for the Plan Year shall be determined by 
multiplying the income or loss attributable to the Participant's Employee 
Savings Account balance for the Plan Year (or relevant portion thereof) by a 
fraction, the numerator of which is the Excess Deferral and the denominator of 
which is the Participant's total Employee Savings Account balance as of the 
Valuation Date next preceding the date of return of the Excess Deferral.  
Excess Deferrals shall be treated as Annual Additions under Section 5.3 of the 
Plan.  Each Participant's Pre-Tax Contribution shall be contributed to the 
Trust Fund by the Employer at the end of each pay period.  Each Participant's 
Employee Savings Account shall be fully vested and nonforfeitable at all 
times.

4.3  Deferral Elections:  Each Participant shall give the Administrative 
Committee and the Employer written notification in the form and manner 
prescribed by the Administrative Committee prior to any Entry Date of the 
amount he elects to defer from his Compensation
commencing with the pay period beginning on or after such date.  Each such 
election shall continue in effect indefinitely unless the Participant shall 
notify the Administrative Committee and the Employer in writing of his 
election to change or discontinue his Pre-Tax Contribution.  A Participant may 
change the amount of his Pre-Tax Contribution only as of any pay period 
beginning on or immediately after any Entry Date by notifying the 
Administrative Committee and the Employer in writing, in the form and manner 
prescribed by the Administrative Committee, of his election to change the 
deferral therefor from his Compensation.  A Participant may completely 
discontinue his Pre-Tax Contribution at any time upon 30 days' written notice 
to the Administrative Committee and the Employer.  Any Participant who 
completely discontinues his Pre-Tax Contribution may recommence his 
Contribution as of any pay period beginning on or immediately after any Entry 
Date by notifying the Administrative Committee and the Employer in writing, in 
the form and manner prescribed by the Administrative Committee, of his 
election to recommence his Pre-Tax Contribution.

4.4  Employer Contributions and Pre-Tax Contributions to be Tax Deductible: 
Employer Contributions and Pre-Tax Contributions shall not be made in excess 
of the amount deductible under applicable federal law now or hereafter in 
effect limiting the allowable deduction for contributions to profit-sharing 
plans.  The Employer Contributions and Pre-Tax Contributions to this Plan when 
taken together with all other contributions made by the Employer to other 
qualified retirement plans shall not exceed the maximum amount deductible 
under Section 404 of the Code.

4.5  Refunds to Employer:  Once Contributions are made to the Plan by the 
Employer on behalf of the Participants, they are not refundable to the 
Employer unless a Contribution:

    (a)  Was made by mistake of fact;

    (b)  Was made conditioned upon the initial qualification of the Plan under 
the Code and the Plan does not so qualify;

    (c)  Was made conditioned upon the contribution being allowed as a 
deduction and such deduction was disallowed.

Any Contribution made by the Employer during any pay period in excess of the 
amount deductible or any Contribution attributable to a good faith mistake of 
fact shall be refunded to the Employer.  The amount which may be returned to 
the Employer is the excess of the amount contributed over the amount that 
would have been contributed had there not occurred a mistake of fact or the 
excess of the amount contributed over the amount deductible, as applicable.  A 
Contribution made by reason of a mistake of fact may be refunded only within 1 
year following the date of payment.  Any Contribution to be refunded because 
it was not deductible under Section 404 of the Code, as amended, may be 
refunded only within 1 year following the date the deduction was disallowed.  
Earnings attributable to any such excess Contribution may not be withdrawn, 
but losses attributable
thereto must reduce the amount to be returned.  In no event may a refund be 
due which would cause the account balance of any Participant to be reduced to 
less than the Participant's Account balance would have been had the mistaken 
amount, or the amount determined to be nondeductible, not been contributed.

4.6  Funding Policy:  The provisions of this Article IV shall be deemed the 
procedure for establishing and carrying out the funding policy and method of 
the Plan.  Such funding policy and method shall be administered by the 
Employer and other Fiduciaries consistent with the objectives of the Plan and 
with the requirements of Title I of ERISA.

4.7  Rollover Amounts:  The Plan may accept, in the form and manner prescribed 
by the Administrative Committee, any and all amounts received by an Employee 
as a lump-sum distribution from any plan qualified under Section 401(a) of the 
Code.  The amount transferred shall be deposited in the Trust Fund and shall 
be credited to the Participant's Rollover Account.  Such account shall at all 
times be fully vested and nonforfeitable and shall share in the income of the 
Trust Fund in accordance with Section 5.2(a).  Upon termination of Service, 
death, disability or retirement on or after Early or Normal Retirement Date, 
the total amount transferred shall be distributed in accordance with Article 
VII.

Any Participant may file with the Administrative Committee a written request 
that the Trustee accept a lump-sum distribution from a qualified Individual 
Retirement Account.  The Administrative Committee, in its sole and absolute 
discretion, shall determine whether such Participant shall be permitted to 
contribute a Rollover Amount to the Trust Fund.  The Administrative Committee 
shall develop such procedures and may require such information from the 
Employee desiring to make such a transfer as it deems necessary or desirable 
to determine that the proposed transfer will meet the requirements of this 
Section.  Upon approval by the Administrative Committee, the amount 
transferred shall be deposited in the Trust Fund and shall be credited to the 
Participant's Rollover Account.  Such account shall at all times be 100% 
vested in the Employee and shall share in the Income of the Trust Fund in 
accordance with Section 5.2(a).  Upon termination of employment, the total 
amount of the Rollover Account shall be distributed in accordance with Article 
VII.

Upon such a transfer by an Employee who is otherwise eligible to participate 
in the Plan but who has not yet completed the participation requirements of 
Section 3.1, his Rollover Account shall represent his sole interest in the 
Plan until he becomes a Participant.  In all respects, the Rollover Account 
shall be treated as a regular account under this Plan and shall be subject to 
the investment directions of the Participant and the change thereof as 
otherwise permitted herein.

4.8  Disposition of Forfeitures:  In any case in which a Participant is not 
entitled to the full amount in his Employer Contribution Account, the amount 
to which he is not entitled shall be forfeited in accordance with Section 6.4.  
In any Plan Year in which amounts are required to be
credited to (i) the Employer Contribution Account of a reemployed Participant 
for whom a reinstatement of prior Forfeitures is required pursuant to Section 
6.4 hereof, or (ii) the Account of a previous Participant pursuant to the 
unclaimed benefit provisions of Section 10.7 hereof, such amounts required 
shall be charged against and deducted from Forfeitures otherwise available for 
allocation to Participants in the Plan Year in which such amounts must be 
reinstated.  To the extent that Forfeitures for any Plan Year exceed the 
amounts required to reinstate the Accounts of such reemployed or reinstated 
Participants, they will be allocated among the Participants in the same manner 
as the Employer Contributions under Section 5.2(b), and shall be used 
annually, on April 1, to offset the minimum Employer Contribution required 
under Section 4.1, until the Forfeiture is fully allocated.
ARTICLE V

                           ACCOUNTS OF PARTICIPANTS

5.1  Individual Accounts:  The Administrative Committee shall create and 
maintain adequate records to disclose the interest in the Plan and Trust of 
each Participant, former Participant and Beneficiary.  Such records shall be 
in the form of individual accounts, and credits and charges shall be made to 
such accounts in the manner herein described.  Each Participant shall have two 
separate accounts, a Company Matching Account and an Employee Savings Account, 
and Participants may also have a Rollover Account.  Such accounts are 
sometimes referred to herein as an "account."  The maintenance of individual 
accounts is only for accounting purposes, and a segregation of the assets of 
the Trust Fund to each account shall not be required.  Distributions and 
withdrawals made from an account shall be charged to the account as of the 
date paid.

5.2  Account Adjustments:  The accounts of Participants, former Participants 
and Beneficiaries shall be adjusted as of each Valuation Date in accordance 
with the following:

    (a)  Income of the Trust Fund:  The Income of the Trust Fund for each 
calendar quarter (including the appreciation or depreciation in value of the 
assets in the Trust Fund) shall be allocated to the accounts of the 
Participants, Former Participants and Beneficiaries who had unpaid balances in 
their accounts on the last day of the calendar quarter in proportion to the 
balances in such accounts at the beginning of the calendar quarter, but after 
first reducing each such account balance by any distributions from the account 
during the calendar quarter and after increasing the balance in each Company 
Matching Account and Employee Savings Account at the beginning of the calendar 
quarter by 1/2 of any Contributions made to the accounts during such calendar 
quarter.

    (b)  Employer Contributions:  The Employer Matching Contributions made on 
behalf of each Participant for the calendar quarter shall be allocated to his 
Company Matching Account.  Discretionary Employer Contributions shall be 
allocated to the Company Matching Account of each Participant who is employed 
by an Employer or Affiliate on the last day of the Plan Year, in proportion to 
the amount of Pre-Tax contributions made by such Participants during the Plan 
Year.

    (c)  Pre-Tax Contributions:  A Participant's Pre-Tax Contributions for the 
calendar quarter shall be allocated to his Employee Savings Account.

5.3  Maximum Annual Additions:  Notwithstanding anything contained herein to 
the contrary, the total Annual Additions made to the Account of a Participant 
for any Plan Year commencing after the Effective Date shall be subject to the 
following limitations:
(a)   Single Defined Contribution Plan

      1.  If an Employer does not maintain any other qualified plan, the 
amount of Annual Additions which may be allocated under this Plan on a 
Participant's behalf for a Limitation Year shall not exceed the lesser of the 
Maximum Permissible Amount or any other limitation contained in this Plan.

      2.  Prior to the determination of the Participant's actual Compensation 
for a Limitation Year, the Maximum Permissible Amount may be determined on the 
basis of the Participant's estimated annual Compensation for such Limitation 
Year.  Such estimated annual Compensation shall be determined on a reasonable 
basis and shall be uniformly determined for all Participants similarly 
situated.  Any Employer Contributions (including allocation of forfeitures) 
based on estimated annual Compensation shall be reduced by any Excess Amounts 
carried over from prior years.

      3.  As soon as is administratively feasible after the end of the 
Limitation Year, the Maximum Permissible Amount for such Limitation Year shall 
be determined on the basis of the Participant's actual Compensation for such 
Limitation Year.

      4.  If there is an Excess Amount with respect to a Participant for the 
Limitation Year, such Excess shall be disposed of as follows:

        A.  There shall first be returned to the Participant (i) his after-tax 
contributions attributable to that Limitation Year, if any are authorized 
under the Plan, and then (ii) his Pre-Tax Contributions attributable to that 
Limitation Year, to the extent such returned Contributions would reduce the 
Excess Amount.

        B.  If any such Excess Amount shall then remain, there shall then be a 
reduction of the Employer Contributions allocated to the Participant, and the 
amount of the reduction of the Employer Contributions for such Participant 
shall be reallocated out of the Account of such Participant and shall be held 
in a suspense account which shall be applied as a part of (and to reduce to 
such extent what would otherwise be) the Employer Contributions for all 
Participants required to be made to the Plan during the next subsequent 
calendar month or months.  No portion of such Excess Amount may be distributed 
to Participants or former Participants.  If a suspense account is in existence 
at any time during the Limitation Year
pursuant to this Paragraph B, such suspense account shall not participate in 
the allocation of investment gains or losses of the Trust Fund.

        C.  If any such Excess Amount shall then remain, the Excess Amount of 
the Participant's Pre-Tax Contributions, as defined in Section 4.1, shall be 
used to reduce Pre-Tax Contributions for the next Limitation Year (and 
succeeding Limitation Years, as necessary) for that Participant if that 
Participant is eligible to participate in the Plan as of the end of the next 
and succeeding Limitation Years.  However, if that Participant is not eligible 
to participate in the Plan as of the end of the Limitation Year, then the 
Excess Amounts must be held unallocated in a suspense account and applied in 
the next subsequent calendar month or months as a part of (and to reduce to 
such extent what would otherwise be) the Employer Contribution for all 
Participants required to be made to the Plan.  No portion of such Excess 
Amount may be distributed to Participants or former Participants.  If a 
suspense account is in existence at any time during the Limitation Year 
pursuant to this paragraph C, such suspense account shall not participate in 
the allocation of investment gains or losses of the Trust Fund.

    (b)  Two or More Defined Contribution Plans

      1.  If, in addition to this Plan, the Employer maintains an Employee 
Stock Ownership Plan and/or any other qualified defined contribution plan, the 
amount of Annual Additions which may be allocated under this Plan on a 
Participant's behalf for a Limitation Year, shall not exceed the lesser of:

        A.  the Maximum Permissible Amount, reduced by the sum of any Annual 
Additions allocated to the Participant's accounts for the same Limitation Year 
under any other defined contribution plan or plans; or

        B.  any other limitation contained in this Plan.

      2.  Prior to the determination of the Participant's actual Compensation 
for the Limitation Year, the amount referred to in paragraph 1.A. above may be 
determined on the basis of the Participant's estimated annual Compensation for 
such Limitation Year.  Such estimated annual Compensation shall be determined 
on a reasonable basis and shall be uniformly determined for all Participants 
similarly
situated.  Any Employer Contribution (including allocation of forfeitures) 
based on estimated annual Compensation shall be reduced by any Excess Amounts 
carried over from prior years.

      3.  As soon as is administratively feasible after the end of the 
Limitation Year, the amounts referred to in paragraph 1.A. above shall be 
determined on the basis of the Participant's actual Compensation for such 
Limitation Year.

      4.  If a Participant's Annual Additions under the Plan and all such 
other defined contribution plans result in an Excess Amount, such Excess 
Amount shall be deemed to consist of the amounts last allocated.

      5.  If an Excess Amount was allocated to a Participant on an allocation 
date of this Plan which coincides with an allocation date of another plan, the 
Excess Amount attributed to this Plan will be the product of:

        A.  the total Excess Amount allocated as of such date (including any 
amount which would have been allocated but for the limitations of Section 415 
of the Code); times

        B.  the ratio of (i) the amount allocated to the Participant as of 
such date under this Plan, divided by (ii) the total amount allocated as of 
such date under all qualified defined contribution plans (determined without 
regard to the limitations of Section 415 of the Code).

      6.  Any Excess Amounts attributed to this Plan shall be disposed of as 
provided in paragraph (a) above.

    (c)  Defined Contribution Plan and Defined Benefit Plan

      1.  General Rule:  If the Employer maintains one or more defined 
contribution plans and one or more defined benefit plans, the sum of the 
"defined contribution plan fraction" and the "defined benefit plan fraction" 
as defined below, cannot exceed 1.0 for any Limitation Year.  For purposes of 
this paragraph (c), employee contributions to a qualified defined benefit plan 
are treated as a separate defined contribution plan, and all defined 
contribution plans of an Employer are to be treated as one defined 
contribution plan and all defined benefit plans of an Employer are to be 
treated as one defined benefit plan, whether or not such plans have been 
terminated.
2.  If the sum of the defined contribution plan fraction and defined 
benefit plan fraction exceeds 1.0, the annual benefit of the defined benefit 
plan or plans will be reduced so that the sum of the fractions will not exceed 
1.0.  If additional reductions are required for the sum of the fractions to 
equal 1.0, the reductions will then be made first to the Annual Additions of 
the defined contribution plans.

      3.  Defined Contribution Fraction:

        A.  General Rule:  The defined contribution fraction for any year is 
(i) divided by (ii), where (i) and (ii) are:

          (i)   the numerator; the sum of the actual Annual Additions to the 
Participant's Account at the close of the Limitation Year, and

          (ii)  the denominator; the sum of the lesser of the following 
amounts determined for such year and for each prior year of service of the 
Employer:

            a.  1.25 times the dollar limitation in effect for each such year 
(without regard to the special dollar limitations for employee stock ownership 
plans), or

            b.  1.4 times 25% of the Participant's Compensation for each such 
year.

        B.  If the Employee was a Participant in one or more defined 
contribution plans maintained by the Employer which were in existence on July 
1, 1982, the numerator of this fraction will be adjusted if the sum of this 
fraction and the defined benefit fraction would otherwise exceed 1.0 under the 
terms of this Plan.  Under the adjustment, an amount equal to the product of 
(1) the excess of the sum of the fractions over 1.0 times (2) the denominator 
of this fraction will be permanently subtracted from the numerator of this 
fraction.  The adjustment is calculated using the fractions as they would be 
computed as of the later of September 30, 1983, or the end of the last 
limitation year beginning before January 1, 1983.  This adjustment also will 
be made if at the end of the last limitation year
beginning before January 1, 1984, the sum of the fractions exceeds 1.0 because 
of accruals or additions that were made before the limitations of this article 
became effective to any plans of the Employer in existence on July 1, 1982.

      4.  Defined Benefit Plan Fraction:

        A.  General Rule:  The defined benefit plan fraction for any year is 
(i) divided by (ii), where:

          (i)   is the projected annual benefit of the Participant under the 
Plan (determined as of the close of the Limitation Year), and

          (ii)  is the lesser of

            a.  1.25 times the dollar limitation (adjusted, if necessary) for 
such year, or

            b.  1.4 times 100% of the Participant's Average Compensation for 
the high 3 years (adjusted, if necessary).

        B.  Notwithstanding the above, if the Participant was a participant in 
one or more defined benefit plans maintained by an Employer which were in 
existence on July 1, 1982, the denominator of this fraction will not be less 
than 125% of the sum of the annual benefits under such plans which the 
Participant had accrued as of the later of September 30, 1983, or the end of 
the last Limitation Year beginning before January 1, 1983.  The preceding 
sentence applies only if the defined benefit plans individually and in the 
aggregate satisfied the requirements of Section 415 as in effect at the end of 
the 1982 Limitation Year.

    (d)  Definitions:

      1.  Employer:  The Company and any other Employer that adopts this Plan.  
In the case of a group of employers which constitutes a controlled group of 
corporations (as defined in Section 414(b) of the Code as modified by
Section 415(h)) or which constitutes trades and businesses (whether or not 
incorporated) which are under common control (as defined in Section 414(c) as 
modified by Section 415(h)) or an affiliated service group (as defined in 
Section 414(m)), all such employers shall be considered a single Employer for 
purposes of applying the limitations of these sections.

      2.  Annual Additions:  With respect to each Plan Year (Limitation Year), 
the total of the Employer Contributions, Pre-Tax Contributions, Forfeitures 
and amounts described in Sections 415(e)(1) and 419A(d)(2) of the Code, which 
are allocated to the Participant's Account; excluding, however, any amounts 
contributed to reinstate an amount forfeited or an unclaimed benefit.

      3.  Excess Amount:  The excess of the Participant's Annual Additions for 
the Limitation Year over the Maximum Permissible Amount.

      4.  Limitation Year:  Before January 1, 1996, a 12-consecutive-month 
period ending on September 30.  After December 31, 1995, a 12-consecutive-
month period ending on December 31.

      5.  Maximum Permissible Amount:  For a Limitation Year, the Maximum 
Permissible Amount with respect to any Participant shall be the lesser of:

        A.  $30,000 (or, if greater, one-fourth of the defined benefit dollar 
limitation set forth in Section 415(b)(1) of the Code as in effect for the 
Limitation Year), or

        B.  25% of the Participant's Compensation for the Limitation Year.

      6.  Compensation:  For purposes of determining compliance with the 
limitations of Code Section 415, Compensation shall mean a Participant's wages 
within the meaning of Code Section 3401(a) and including all other payments of 
compensation to a Participant (in the course of employment with an Employer 
maintaining the Plan) for which such Employer is required to furnish the 
Participant a written statement under Sections 6041(d), 6051(a)(3) and 6052 of 
the Code, but excluding any amounts paid or reimbursed by the Employer for 
moving expenses incurred by the Participant, to the extent that at the time of 
payment it is reasonable to believe these amounts are deductible by the 
Participant under Section 217 of the Code.
For purposes of applying the limitations in this Section, amounts included as 
compensation are those actually paid or made available to a Participant within 
the Limitation Year.  Compensation shall be limited to $150,000 (unless 
adjusted in the same manner as permitted under Code Section 415(d)).  
Notwithstanding anything to the contrary in the definition, Compensation shall 
include any and all items which may be includable in Compensation under 
Section 415(c)(3) of the Code.

      7.  Average Compensation:  The average Compensation during a 
Participant's high three years of Service, which period is the three 
consecutive calendar years (or the actual number of consecutive years of 
employment for those Employees who are employed for less than three 
consecutive years with the Employer) during which the Participant had the 
greatest aggregate Compensation from the Employer.

      8.  Annual Benefit:  A benefit payable annually in the form of a 
straight life annuity (with no ancillary benefits) under a plan to which 
Employees do not contribute and under which no rollover contributions are 
made.

5.4  Valuation of Trust Fund:  A valuation of the Trust Fund shall be made as 
of each Valuation Date and as of such other special Valuation Dates as may be 
specified by the Administrative Committee.  Each valuation shall be based on 
the fair market value of assets in the Trust Fund at the end of the day on the 
Valuation Date.  For the purposes of each such valuation, the assets of the 
Trust Fund shall be valued at their respective current market values, and the 
amount of any obligations for which the Trust Fund may be liable, as shown on 
the books of the Trustee, shall be deducted from the total value of the 
assets.

5.5  Recognition of Different Investment Options:  As provided in Article 
VIII, four Investment Options shall be established and each Participant shall 
direct, within the limitations set forth in Section 8.3, the proportion of the 
balance in his Company Matching Account and Employee Savings Account that 
shall be deposited in each Investment Option.  Consequently, when appropriate, 
a Participant shall have a Company Matching Account and an Employee Savings 
Account in each such Investment Option, and the allocations described in 
Section 5.2 shall be adjusted in such manner as is appropriate to recognize 
the existence of four Investment Options.  Because Participants have a choice 
of Investment Options, any reference in this Plan to a Company Matching 
Account or an Employee Savings Account shall be deemed to mean and include all 
accounts of a like nature which are maintained for the Participant under each 
Investment Option.
ARTICLE VI

                            PARTICIPANTS' BENEFITS

6.1  Retirement of Participants on or after Retirement Date:  Any Participant 
who terminates his Service on or after his Early or Normal Retirement Date 
shall be vested in  and entitled to receive the entire amount of his account.  
The "entire amount" in such Participant's Account shall include any Pre-Tax 
Contributions, Rollover Amounts, and Employer Contributions to be made as of 
the end of the calendar quarter preceding the calendar quarter in which 
termination of Service occurs and any Pre-Tax Contributions or Rollover 
Amounts made in the calendar quarter of termination and not yet allocated.  
Payment of benefits due under this Section shall be made in accordance with 
Article VII.

6.2  Disability of Participants:  If the Administrative Committee shall find 
and advise the Trustee that a Participant has ceased active employment with an 
Employer because of physical or mental disability, which in the judgment of 
the Administrative Committee, based upon advice of competent physicians of 
their selection, will permanently prevent such Participant from continuing 
active employment with an Employer, such Participant shall become entitled to 
receive the entire amount of his account.  The "entire amount" in such 
Participant's account shall include any Pre-Tax Contributions, Rollover 
Amounts, and Employer Contributions to be made as of the end of the calendar 
quarter preceding the calendar quarter in which such Participant's active 
employment with an employer ceased.  Payment of benefits due under this 
Section shall be made in accordance with Article VII.

6.3  Death of Participants:  In the event of the termination of Service of any 
Participant by death, and after receipt by the Administrative Committee of 
acceptable proof of death, his Beneficiary shall be entitled to receive the 
entire amount in the deceased Participant's account.  The "entire amount" in 
such Participant's account shall include any Pre-Tax Contributions, Rollover 
Amounts, and Employer Contributions to be made as of the end of the calendar 
quarter preceding the calendar quarter in which termination of Service occurs 
and any Pre-Tax Contributions or Rollover Amounts made in the calendar quarter 
of termination and not yet allocated.  Payment of benefits due under this 
Section shall be made in accordance with Article VII.

6.4  Other Termination of Service:  In the event of termination of Service of 
any Participant for any reason other than retirement on or after his Early or 
Normal Retirement Date, disability or death, a Participant shall, subject to 
the further provisions of this Plan, be entitled to receive the entire amount 
credited to his Employee Savings and Rollover Account, plus any of his Pre-Tax 
Contributions made for the Plan Year of termination of Service, but not yet 
allocated, plus an amount equal to his vested percentage of his Company 
Matching Account, determined in accordance with the following schedule:
Years of Service         Vested Percentage
     ----------------         -----------------
Less than 2 years                0%

     2 years but less than 3         25%

     3 years but less than 4         50%

     4 years but less than 5         75%

     5 years or more                100%

If a Participant terminates Service with a vested benefit in the Plan, the 
Participant may elect to receive a distribution of the vested portion of such 
benefit and the nonvested portion will be treated as a Forfeiture.

If a Participant receives a distribution pursuant to this Section and resumes 
Service under the Plan, he will have the right to restore any amounts 
forfeited from the prior Company Matching Account.  Such repayment must be 
made by means of a lump-sum cash payment before the earlier of five years 
after the first date on which the Participant is subsequently reemployed by 
the Employer, or the conclusion of five consecutive one-year Breaks in Service 
following the date of distribution.

If a Participant does not receive a distribution of the Participant's vested 
benefit upon termination of employment, the balance in the Participant's 
Accounts shall be divided into two accounts:  a distribution account and a 
suspense account.  The distribution account shall be credited with the amount 
of the Participant's vested interest in the Plan and subject to distribution 
in accordance with Article VII.

If the terminated Participant is not reemployed before he has five consecutive 
one-year Breaks in Service, his suspense account shall be forfeited and shall 
become available for allocation as described in Section 4.8 as of the end of 
the fifth year following the year in which the termination occurred.

If a Participant is reemployed prior to incurring five consecutive one-year 
Breaks in Service, the balance in the suspense account, together with any 
gains or losses thereon, shall be reinstated to the Participant's Accounts.  
Disregarding any accrued benefit distributed under the cash-out provisions of 
Code Section 411(a)(7), such Participant's vested interest in his reinstated 
account at any subsequent relevant time shall be an amount "X" determined by 
the following formula:

                        X = P(AB + D) - D
For purposes of applying this formula:  P is the vested percentage at such 
relevant time; AB is the account balance at the relevant time; D is the amount 
of the prior distribution to the Participant.

Payment of benefits due under this Section shall be made in accordance with 
Article VII.

6.5  Beneficiaries in the Event of Death:  Upon the death of a Participant, 
his account shall be distributed to the Participant's surviving spouse, but if 
there is no surviving spouse, or if the surviving spouse has already consented 
by a qualified election pursuant to Section 6.6, to the Beneficiary or 
Beneficiaries designated by the Participant in a written designation filed 
with his Employer, or if no such designation shall have been so filed, to his 
estate.  No designation of any Beneficiary other than the Participant's 
surviving spouse shall be effective unless in writing and received by the 
Participant's Employer, and in no event shall it be effective as of the date 
prior to such receipt.  The former spouse of a Participant shall be treated as 
a surviving spouse to the extent provided under a qualified domestic relations 
order as described in Section 414(p) of the Code.

6.6  Qualified Election:  The Participant's spouse may waive the right to 
receive the Participant's full vested account balance.  The waiver must be in 
writing and the Participant's spouse must acknowledge the effect of the 
waiver.  The spouse's consent to a waiver must be witnessed by a plan 
representative or a notary public.  The Participant may file a waiver without 
the spouse's consent if it is established to the satisfaction of the 
Administrative Committee that such written consent may not be obtained because 
there is no spouse or the spouse may not be located.  Any consent under this 
Section 6.6 will be valid only with respect to the spouse who signs the 
consent.  Additionally, a revocation of a prior waiver may be made by a 
Participant without the consent of the spouse at any time before the 
distribution of the account.  The number of revocations shall not be limited.

6.7  Valuation Dates Determinative of Participants' Rights:  The amount to 
which a Participant is entitled upon his retirement, death or other 
termination of Service shall be the value of his account as of the Valuation 
Date coinciding with or next preceding the termination of his Service, plus 
the Pre-Tax Contributions and Company Matching Contributions made after such 
date and less withdrawals, if any, made after such date.  The distribution of 
such Participant's benefits shall commence at the time set forth in Section 
7.1.

6.8  Hardship Withdrawals:  A Participant may at any time file with the 
Administrative Committee an appropriate written request for a hardship 
withdrawal from his Employee Savings Account.  The approval or disapproval of 
such request shall be made within the sole discretion of the Administrative 
Committee, except that the Administrative Committee shall not approve any such 
request for a withdrawal unless it has been presented a certification by the 
Participant that he or she is facing a hardship creating an immediate and 
substantial financial need and that the resources
necessary to satisfy that financial need are not reasonably available from 
other sources of the Participant.  The amount of the hardship withdrawal shall 
be limited to that amount which the Administrative Committee determines to be 
required to meet the immediate financial need created by the hardship.  The 
hardship withdrawal shall be made in cash as soon as practical after the 
Participant submits the hardship request and the dollar amount withdrawn shall 
be determined by reference to the net dollar amount of his unwithdrawn Pre-Tax 
Contributions to the Plan (excluding earnings thereon allocated to his 
Employee Savings Account after December 31, 1988) and the amount of his 
Rollover Account (if any) not attributable to a defined benefit plan 
distribution, plus the earnings thereon, but in an amount not less than $1,000 
and not greater than the value of a Participant's Employee Savings Account and 
the applicable amount in his Rollover Account.  The amount distributed shall 
be taken from each of the Investment Options to which the Participant's 
accounts have been allocated, in proportion to the interest in each Investment 
Option.  A Participant who receives a hardship withdrawal from Pre-Tax 
Contributions shall be prohibited from making Pre-Tax Contributions to this 
Plan and all other plans maintained by the Employer (except "welfare plans" as 
defined in Section 3(1) of ERISA) for the 12 consecutive months following the 
date of distribution, but may resume making Pre-Tax Contributions (if he is 
otherwise eligible to participate in the Plan) as of the next January 1, April 
1, July 1 or October 1 following such 12 consecutive month period.  In 
addition, the dollar limitation on Pre-Tax Contributions described in Section 
4.2 shall be reduced (but not below zero) in the year following the hardship 
withdrawal by the amount of Pre-Tax Contributions made by the Participant in 
the Plan Year during which the withdrawal was made.  The following standards 
(or such other standards as may be acceptable under Treasury Regulations 
issued pursuant to Section 401(k) of the Code) shall be applied on a uniform 
and nondiscriminatory basis in determining the existence of such a hardship:

    (a)  A financial need shall be considered immediate if it must be 
satisfied in substantial part within a period of 12 months from the date on 
which the Participant certifies his or her eligibility for a hardship 
withdrawal.  A financial need may include any amounts necessary to pay any 
federal, state or local income taxes or penalties reasonably anticipated to 
result from the distribution.

    (b)  To be considered a hardship for purposes of this Section 6.8, the 
event giving rise to the need for funds must relate to financial hardship 
resulting from:

      (i)   medical expenses described in Code Section 213(d) previously 
incurred by the Participant, or the Participant's spouse or dependents (as 
defined in Section 152 of the Code) or necessary for these persons to obtain 
medical care,

      (ii)  costs directly related to the purchase (excluding mortgage 
payments) of a principal residence for the Participant,
(iii) payment for tuition and related educational fees for the next 12 
months of post-secondary education for the Participant or the Participant's 
spouse, children or dependents,

      (iv)  payments necessary to prevent the eviction of the Participant from 
his principal residence or foreclosure on the mortgage of the Participant's 
principal residence, or

      (v)   any event that the Administrative Committee determines is a 
hardship.

6.9  Loans:  A Participant who is an Employee and, to the extent not resulting 
in discrimination prohibited by Section 401(a)(4) of the Code, any other 
Participant or any Beneficiary (including an "alternate payee" within the 
meaning of Code Section 414(p)(8)) who is a "party in interest" with respect 
to the Plan within the meaning of ERISA Section 3(14) and who must be eligible 
to obtain a Plan loan in order for the exemption set forth in 29 C.F.R. 
Section 2550.408b-1 to apply to the Plan (hereinafter "Borrower"), may apply 
for a loan, in accordance with procedures established by the Administrative 
Committee, in the following order:  the vested portion of his Company Matching 
Account, his Rollover Account, if any, and his Employee Savings Account 
maintained by or for the Borrower in the Trust Fund; and the Administrative 
Committee in its sole discretion may permit such a loan.  Loans shall be 
granted in a uniform and non-discriminatory manner on terms and conditions 
determined by the Administrative Committee which shall not result in more 
favorable treatment of highly compensated employees and shall be set forth in 
written procedures promulgated by the Administrative Committee in accordance 
with applicable governmental regulations.  All such loans shall also be 
subject to the following terms and conditions:

    (a)  The amount of the loan, when added to the amount of any outstanding 
loan or loans to the Borrower from any other plan of the Employer or an 
Affiliate which is qualified under Code Section 401(a), shall not exceed the 
lesser of (i) $50,000, reduced by the excess, if any, of the Borrower's 
highest outstanding balance of loans from all such plans during the one (1) 
year period ending on the day before the date on which such loan was made, 
over the outstanding balance of loans to the Borrower from the Plan on the 
date on which such loan was made or (ii) fifty percent (50%) of the present 
value of the Borrower's vested Account balance under the Plan.  In no event 
shall a loan of less than $1,000 be made to a Borrower.  A Borrower may not 
have more than one (1) loan outstanding at a time under this Plan, and no more 
than one (1) loan may be obtained during any twelve (12) month period from the 
effective date of the first loan.  If a Borrower with one (1) outstanding loan 
wishes to apply for a second loan under the Plan, he must first pay, in a 
single lump-sum payment of cash, the remaining balance of the outstanding 
loan.
(b)  The loan shall be for a term of at least one (1) year and not to 
exceed five (5) years, unless the loan is used to acquire any dwelling unit 
which within a reasonable time is to be used as a principal residence of the 
Borrower.  A loan for the purchase of a principal residence shall be for a 
term not to exceed fifteen (15) years.  The loan shall be evidenced by a note 
signed by the Borrower.  The loan shall be payable in equal installments of 
principal and interest, payable no less frequently than monthly, and shall 
bear interest at a reasonable rate which shall be determined by the 
Administrative Committee on a uniform and consistent basis and set forth in 
the procedures in accordance with applicable governmental regulations.  
Payments by a Borrower who is an Employee receiving compensation from the 
Employer will be made by means of payroll deduction from the Borrower's 
compensation.  If the Borrower is not receiving compensation from the 
Employer, the loan repayment shall be made in accordance with the terms and 
procedures established by the Administrative Committee.  A Borrower may repay 
an outstanding loan in full at any time.

    (c)  In the event an installment payment is not paid within seven (7) days 
following the monthly due date, the Administrative Committee shall give 
written notice to the Borrower sent to his last known address.  If such 
installment payment is not made within ninety (90) days thereafter, the 
Administrative Committee shall proceed with foreclosure in order to collect 
the full remaining loan balance or shall make such other arrangements with the 
Borrower as the Administrative Committee deems appropriate.  Foreclosures need 
not be effected until occurrence of a distributable event under the terms of 
the Plan, and no rights against the Borrower or the security shall be deemed 
waived by the Plan as a result of such delay.

    (d)  The unpaid balance of the loan, together with interest thereon, shall 
become due and payable upon the date of distribution of the Account and the 
Trustee shall first satisfy the indebtedness from the amount payable to the 
Borrower or to the Borrower's Beneficiary before making any payments to the 
Borrower or to the Beneficiary.

    (e)  Any loan to a Borrower under the Plan shall be adequately secured.  
Such security shall include a pledge of a portion of the Borrower's right, 
title and interest in the Trust Fund which shall not exceed fifty percent 
(50%) of the present value of the Borrower's vested Account balance under the 
Plan as determined immediately after the loan is extended.  Such pledge shall 
be evidenced by the execution of a promissory note by the Borrower which shall 
grant the security interest and provide that, in the event of any default by 
the Borrower on a loan repayment, the Administrative Committee shall be 
authorized to take any and all appropriate lawful actions necessary to enforce 
collection of the unpaid loan.
(f)  A request by a Borrower for a loan shall be made in accordance with 
such procedures as the Administrative Committee shall establish and shall 
specify the amount of the loan and the Account(s) from which the loan is to be 
made, in the order listed above.  If a Borrower's request for a loan is 
approved, the Trustee shall make the loan in a lump-sum payment of cash to the 
Borrower.  The cash for such payment shall be obtained by liquidating on a pro 
rata basis the vested interests in the Investment Option or Options that are 
credited to the Account of the Borrower.

    (g)  Principal and interest repayments shall be invested according to the 
Borrower's then-current designations for investments.  Principal repayments 
will be credited to the separate Account(s) within each Investment Option in 
the reverse order of the amount originally taken from each Account for the 
loan.  Interest repayments will be credited to the separate Account(s) in 
proportion to the outstanding loan balances in each Account.

    (h)  Loan repayments will be credited with income in the same manner as 
contributions made to the Plan in the month in which they are deposited into 
the Trust.
ARTICLE VII

                              PAYMENT OF BENEFITS

7.1  Payment of Benefits:  A Participant shall be entitled to receive a 
distribution of Computer Sciences Corporation Common Stock, cash, and the cash 
value of any fractional shares of the benefits to which he may be entitled 
under the terms of Sections 6.1, 6.2, 6.3 or 6.4 of this Plan as soon as 
practicable after the occasion for distribution occurs.  If the value of the 
Participant's Employee Savings Account, Company Matching Account and Rollover 
Account is less than or equal to $3,500, the Administrative Committee may 
order distribution of the Participant's Employee Savings Account, Company 
Matching Account and Rollover Account to be made within 60 days after the end 
of the Plan Year in which the occasion for distribution occurs.  If the total 
value of the assets in the Participant's Employee Savings Account, Company 
Matching Account and Rollover Account exceeds $3,500, a distribution will be 
made only on the Participant's election but in any event, unless the 
Participant consents to a later distribution, no later than 60 days after the 
latest of the close of the Plan Year in which (a) the Participant attains his 
Retirement Date or (b) the Participant terminates his service.  Upon any 
distribution, such Participant's Employee Savings Account and Company Matching 
Account will be valued as of the Valuation Date preceding actual distribution.  
All benefits payable because of a Participant's death shall be paid within one 
year after the Participant's death to the Participant's Beneficiary in a 
single, lump-sum distribution, subject to Sections 7.5 and 7.6.

Notwithstanding anything herein to the contrary, distribution of the Account 
of a Participant who reaches age 70 1/2 will automatically commence no later
 than 
April 1 of the calendar year following the calendar year in which he reaches 
age 70 1/2.The amount to be distributed each year to a Participant must be at 
least an amount equal to the quotient obtained by dividing the Participant's 
entire interest by the life expectancy of the Participant or joint and life 
survivor expectancy of the Participant and designated beneficiary.  Life 
expectancy and joint and life survivor expectancy shall be computed by the use 
of the return multiples contained in Treasury Regulation Section 1.72-9.  For 
purposes of this computation, a Participant's life expectancy may be 
recalculated no more frequently than annually; however, the life expectancy of 
a non-spouse beneficiary may not be recalculated.  If the Participant's spouse 
is not the designated beneficiary, the method of distribution selected must 
ensure that more than fifty percent (50%) of the present value of the amount 
available for distribution is paid within the life expectancy of the 
Participant.

7.2  Presenting Claims for Benefits:  Any Participant or the Beneficiary of 
any deceased Participant may submit written application to the Administrative 
Committee for the payment of any benefit asserted to be due him under the 
Plan.  Such application shall set forth the nature of the claim and such other 
information as the Administrative Committee may reasonably request.  Promptly 
upon the receipt of any application required by this Section, the 
Administrative Committee shall
determine whether or not the Participant or Beneficiary involved is entitled 
to a benefit hereunder and, if so, the amount thereof and shall notify the 
applicant of its findings.

If a claim is wholly or partially denied, the Administrative Committee shall 
so notify the applicant within 90 days after receipt of the application by the 
Administrative Committee, unless special circumstances require an extension of 
time for processing the application.  If such an extension of time for 
processing is required, written notice of the extension shall be furnished to 
the applicant prior to the end of the initial 90-day period.  In no event 
shall such extension exceed a period of 90 days from the end of such initial 
period.  The extension notice shall indicate the special circumstances 
requiring an extension of time and the date by which the Administrative 
Committee expects to render its final decision.  Notice of the Administrative 
Committee's decision to deny a claim in whole or in part shall be set forth in 
a manner calculated to be understood by the applicant and shall contain the 
following:

      (i)   the specific reason or reasons for the denial,

      (ii)  specific reference to the pertinent Plan provisions on which the 
denial is based,

      (iii) a description of any additional material or information necessary 
for the applicant to perfect the claim and an explanation of why such material 
or information is necessary, and

      (iv)  an explanation of the claims review procedure set forth in Section 
7.3 hereof.

If notice of denial is not furnished, and if the claim is not granted within 
the period of time set forth above, the claim shall be deemed denied for 
purposes of proceeding to the review stage described in Section 7.3.

7.3  Claims Review Procedure:  If an application filed by a Participant or 
Beneficiary under Section 7.2 above shall result in a denial by the 
Administrative Committee of the benefit applied for, either in whole or in 
part, such applicant shall have the right, to be exercised by written request 
filed with the Administrative Committee within 60 days after receipt of notice 
of the denial of his application or, if no such notice has been given, within 
60 days after the application is deemed denied under Section 7.2, for the 
review of his application and of his entitlement to the benefit for which he 
applied.  Such request for review may contain such additional information and 
comments as the applicant may wish to present.  Within 60 days after receipt 
of any such request for review, the Administrative Committee shall reconsider 
the application in light of such additional information and comments as the 
applicant may have presented, and if the applicant shall have so requested, 
shall afford the applicant or his designated representative a hearing before 
the Administrative Committee.
The Administrative Committee shall also permit the applicant or his designated 
representative to review pertinent documents in its possession, including 
copies of the Plan document and information provided by the Company relating 
to the applicant's entitlement to such benefit.  The Administrative Committee 
shall make a final determination with respect to the applicant's application 
for review as soon as practicable, and in any event not later than 60 days 
after receipt of the aforesaid request for review, except that under special 
circumstances, such as the necessity for holding a hearing, such 60-day period 
may be extended to the extent necessary, but in no event beyond the expiration 
of 120 days after receipt by the Administrative Committee of such request.  If 
such an extension of time for review is required because of special 
circumstances, written notice of the extension shall be furnished to the 
applicant prior to the commencement of the extension.  Notice of such final 
determination of the Administrative Committee shall be furnished to the 
applicant in writing, in a manner calculated to be understood by him, and 
shall set forth the specific reasons for the decision and specific references 
to the pertinent provisions of the Plan upon which the decision is based.  If 
the decision on review is not furnished within the time period set forth 
above, the claim shall be deemed denied on review.

7.4  Disputed Benefits:  If any dispute still exists between a Participant or 
a Beneficiary and the Administrative Committee after a review of the claim or 
in the event any uncertainty shall develop as to the person to whom payment of 
any benefit hereunder shall be made, the Trustee may withhold the payment of 
all or any part of the benefits payable hereunder to the Participant or 
Beneficiary until such dispute has been resolved by a court of competent 
jurisdiction or settled by the parties involved.

7.5  Distribution of Retirement Rollover Account - Automatic Survivor 
Benefits:  Distribution of any funds transferred from the Retirement Plan for 
Employees of Associated Credit Services, Inc. or the Accounts Management 
Corporation of Texas Restated Pension Plan and Trust into a Rollover Account 
in this Plan ("Retirement Rollover Account") will be made as provided in this 
Section unless (i) a qualified election has been made under Section 7.6(b), or 
(ii) Section 7.6(c) applies, in which case distribution will be made pursuant 
to Section 7.6.  Benefit payments will commence as provided in Section 7.1.

    (a)  A Participant who does not die before benefit payments commence under 
this Plan shall receive his benefits from his Retirement Rollover Account in 
the form of a qualified joint and survivor annuity.

    (b)  A Participant who dies at any time prior to the commencement of 
benefit payments under the Plan shall have his benefits from his Retirement 
Rollover Account distributed in the form of a qualified pre-retirement 
annuity, if upon his death he is married.  If the Participant is not married, 
death benefits shall be paid pursuant to Section 6.5.
(c)  A qualified joint and survivor annuity is an annuity for the life of 
the Participant with a survivor annuity for the life of the Participant's 
spouse which is equal to 50% of the amount of the annuity payable during the 
joint lives of the Participant and the Participant's spouse.  A qualified 
joint and survivor annuity for a Participant who is not married on the date 
benefit payments commence is an annuity for the life of the Participant.  As 
soon as practicable after the Participant's termination of Service, the 
Trustee shall purchase a non-transferable annuity from a commercial insurance 
company with the Participant's Retirement Rollover Account balance.  Payments 
under the annuity are to commence as provided in Section 7.1.  If the 
Participant is married on the date benefit payments commence, the Trustee 
shall title the annuity in a form which will prohibit its surrender or a 
change of its method of payment without the consent of the Participant's 
spouse.

    (d)  A qualified pre-retirement annuity is an annuity for the life of the 
Participant's surviving spouse.  The Trustee shall purchase a non-transferable 
annuity from a commercial insurance company with the deceased Participant's 
Retirement Rollover Account balance and distribute the annuity to the 
surviving spouse no later than 1 year after the Participant's death.  Unless 
the surviving spouse consents to a later annuity payment commencement date, 
payments under the annuity shall commence within one year of the Participant's 
death.  The surviving spouse may elect to defer the payment of benefits from 
the annuity, provided that payments commence not later than the date the 
Participant would have attained age 70 1/2.

    (e)  The Administrative Committee shall provide the Participant with an 
explanation of the qualified joint and survivor annuity and the qualified pre-
retirement survivor annuity which meets the requirements of the Code.  With 
respect to the joint and survivor annuity such explanation shall be provided 
within a reasonable time prior to the commencement of retirement benefit 
payments.  With respect to the pre-retirement survivor annuity, such notice 
shall be provided during the period beginning on the earlier of the first day 
of the Plan Year in which the Participant attains age 32 or upon the 
Participant's separation from Service, and ending on the last day of the Plan 
Year which precedes the Plan Year in which the Participant attains age 35.  If 
an Employee becomes a Participant after this notice period, he shall be 
provided such notice no later than during the first full Plan Year in which he 
is a Participant.

7.6  Distribution of Retirement Rollover Account - Optional Forms:  
Distribution of the Participant's Retirement Rollover Account will be made to 
or for the benefit of a Participant by either of the methods described in 
Section 7.6(a), as selected by the Participant.  Section 7.6(a) shall only 
apply if the Participant has effectively waived the requirements of Section 
7.5 under the rules set forth in part (b) of this Section.
(a)  Benefits will commence as provided in Section 7.1:

      (i)   By payment in a lump sum; or

      (ii)  By payments in a series of substantially equal installments over a 
period of Plan Years, which period may be elected by the Participant but may 
not exceed 10 years or the actuarial life expectancy of the Participant, if 
less, and the amount payable in any one Plan Year shall be equal to the total 
value of the Participant's Retirement Rollover Account as of the next 
preceding Valuation Date multiplied by a fraction the numerator of which shall 
be one and the denominator of which shall be the number of annual payments, 
including the payment to be currently made, remaining in the elected 
distribution period.  Any amount to be distributed in a particular Plan Year 
shall be segregated from the remainder of the Participant's Retirement 
Rollover Account.  The remainder of the Participant's Retirement Rollover 
Account shall be subject to credits and charges for that Plan Year and shall 
not constitute a fixed liability of the Trust.  A Participant or Beneficiary 
who selects this method of distribution may further elect to have the amounts 
to be distributed paid annually or paid on a pro rata monthly basis.

      (iii) Upon the death of any Participant who has elected to receive a 
distribution under 7.6(a)(i) or (ii), the Participant's undistributed benefits 
(if any) shall be paid to his Beneficiary (as determined under Section 6.5) in 
a lump-sum payment within one year of the Participant's death.

    (b)  Section 7.6(a) shall apply if the Participant waives the requirements 
of Section 7.5 as provided below.  Such waiver may be revoked by the 
Participant at any time during the period in which such waiver may be made.  A 
new waiver may be executed subsequent to any such revocation pursuant to the 
rules set forth below.

      (i)   The Participant and the Participant's spouse (if any) must consent 
to such waiver on a form provided by the Trustees which meets the requirements 
of the Internal Revenue Code.  The spouse's written consent must be notarized 
or witnessed by a Plan representative.  The spouse's consent will not be 
required if the Participant has no spouse, his spouse cannot be located, or 
under such other circumstances as Treasury Regulations may provide.
(ii)  The waiver must designate a Beneficiary.  This designated 
Beneficiary may not be changed without spousal consent, unless the consent of 
the spouse permits the designation of Beneficiaries by the Participant without 
any requirement of further consent by the spouse.

      (iii) The waiver must be made during the applicable election period 
which:

        (1)  For the qualified joint and survivor annuity is the 90-day period 
ending on the first day of the first period for which retirement payments 
commence, or

        (2)  For the qualified pre-retirement survivor annuity is the period 
beginning on the earlier of:  (A) the date the Participant separates from 
Service or (B) the first day of the Plan Year in which the Participant attains 
age 35, and ending on the date of the Participant's death.

    (c)  Notwithstanding the requirements of Section 7.5 or Section 7.6(b) 
above, the Administrative Committee may direct the distribution of the 
Participant's benefits in a single lump sum payment to the Participant (or the 
Participant's spouse, in the event benefits are payable due to the 
Participant's death), if such benefits do not exceed $3,500.  Benefits under 
this provision must be paid before periodic payments commence to the 
Participant or his spouse, unless the Participant and the Participant's spouse 
(or where the Participant has died, the surviving spouse) consent in writing 
to such distribution.  Notwithstanding the provisions of Section 7.5, if the 
benefit payable upon the death of the Participant exceeds $3,500, and the 
Participant's surviving spouse consents in writing to the distribution, the 
Plan may distribute the entire balance of the deceased Participant's account 
to the surviving spouse in a single lump sum distribution.

7.7  Participants' Right to Transfer Eligible Rollover Distribution -- Code 
Section 401(a)(31) Model Amendment Under Revenue Procedure 93-12:  This 
Section applies to distributions made on or after January 1, 1993.  
Notwithstanding any provision of the Plan to the contrary that would otherwise 
limit a distributee's election under this Section, a distributee may elect, at 
the time and in the manner prescribed by the Administrative Committee, to have 
any portion of an eligible rollover distribution paid directly to an eligible 
retirement plan specified by the
distributee in a direct rollover.  For the purposes of this Section 7.7, the 
following definitions are applicable:

    (a)  Eligible rollover distribution.  An eligible rollover distribution is 
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: 
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 10 years or more; any distribution to the extent such 
distribution is required under Section 401(a)(9) of the Code; and the portion 
of any distribution that is not includable in gross income (determined without 
regard to the exclusion for net unrealized appreciation with respect to 
employer securities).

    (b)  Eligible retirement plan.  An eligible retirement plan is 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.

    (c)  Distributee.  A 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 under a qualified domestic relations order, as defined in Section 414(p) 
of the Code, are distributees with regard to the interest of the spouse or 
former spouse.

    (d)  Direct rollover.  A direct rollover is a payment by the plan to the 
eligible retirement plan specified by the distributee.
ARTICLE VIII

                      TRUST AGREEMENT AND TRUST FUND

8.1  Trust Agreement:  The Trust Agreement referred to in Article I hereof as 
the Trust Agreement and the provisions of which are herein incorporated by 
reference as fully  as if set out herein, shall mean the Trust Agreement 
between the Company and Texas Commerce Bank, N.A., a national banking 
association with its principal place of business in Houston, Texas 
("Trustee").

8.2  Investment Options:  All contributions to the Trust that are allocated to 
any separate account of a Participant shall be divided by the Trustee and 
invested in shares of one or more of the following Investment Options 
administered by the Trustee, to wit:

    (a)  General Equity Fund;

    (b)  Fixed Income Fund;

    (c)  Computer Sciences Corporation Common Stock ("Company Stock"); and

    (d)  Balanced Fund.

Contributions shall be invested in shares of the Investment Options pursuant 
to the directions of the Participant given in accordance with the provision of 
Sections 8.3 and 8.4 as certified to the Trustee by the Administrative 
Committee.

8.3  Investment Directions of Participants:  Effective as of the Effective 
Date or any following Entry Date, each Participant may, by written notice to 
the Administrative Committee in the form and manner prescribed by it, direct 
that the total of the contributions allocable to his Company Matching Account 
and Employee Savings Account and the earnings and accretions thereon be 
invested in such percentages as he may designate, among the Investment 
Options.  No less than 25% of future contributions shall be invested in any 
one Investment Option.  In the event a Participant fails to direct the manner 
of investing his accounts as provided therein, his accounts shall be invested 
only in the Fixed Income Fund.

8.4  Change of Investment Directions:  Each Participant may, by written notice 
to the Administrative Committee in the manner prescribed by it and subject to 
any restrictions or conditions which may be established by the Administrative 
Committee, direct, effective as of the next following pay period, that the 
investment of the total of the existing Account balances in his Company 
Matching Account and Employee Savings Account and/or the investment of all 
future Contributions by or on behalf of the Participant be changed from one 
authorized option to another
authorized option available under Section 8.2.  No less than 25% of the value 
of an Investment Option (as of the last Valuation Date) may be transferred to 
another Investment Option.  A Participant may change the investment directions 
for future Contributions by or on his behalf no more than once per calendar 
quarter, and may also change the investment directions for his existing 
Account balances in his Company Matching Account and Employee Savings Account 
no more than once per calendar quarter.

8.5  Benefits Paid Solely from Trust Fund:  All of the benefits to be paid 
under Article VI hereof shall be paid by the Trustee out of the Trust Fund to 
be administered under such Trust Agreement.  No fiduciary shall be responsible 
or liable in any manner for payment of any such benefits, and all Participants 
hereunder shall look solely to such Trust Fund and to the adequacy thereof for 
the payment of any such benefits of any nature or kind which may at any time 
be payable hereunder.

8.6  Committee Directions to Trustee:  The Trustee shall make only such 
distributions and payments out of the Trust Fund as may be directed by the 
Administrative Committee or the Retirement Plan Committee.  The Trustee shall 
not be required to determine or make any investigation to determine the 
identity or mailing address of any person entitled to any distributions and 
payments out of the Trust Fund and shall have discharged its obligation in 
that respect when it shall have sent certificates and checks or other papers 
by ordinary mail to such persons and addresses as may be certified to it by 
the Administrative Committee or the Retirement Plan Committee.

8.7  Authority to Designate Investment Manager:  The Retirement Plan Committee 
may appoint an investment manager or managers to manage (including the power 
to acquire and dispose of) any assets of the Trust Fund in accordance with the 
terms of the Trust Agreement and ERISA.

8.8  Purchase, Sale and Voting of Company Stock:

    (a)  Purchase and Sale:  The shares of Company Stock from time to time 
required to be purchased for purposes of the Plan shall be purchased by the 
Trustee from such source and in such manner as the Trustee from time to time 
in its sole discretion may determine.  If the Trustee and the Company so 
agree, any such shares may be purchased in the open market or from the Company 
and may be either treasury stock or newly issued stock, and shall be purchased 
at a price per share not in excess of (A) if the shares of Company Stock are 
listed on a national securities exchange, the mean between the highest and 
lowest sales price per share of Company Stock on the principal such national 
securities exchange on that date or, if there shall have been no such sale so 
reported on that date, on the last preceding date on which such a sale was so 
reported, (B) if the shares of Company Stock are not so listed but are quoted 
in the NASDAQ National Market System, the mean between the highest and lowest 
sales price per share of Company Stock reported on the NASDAQ
National Market System on that date or, if there shall have been no such sale 
so reported on that date, on the last preceding date on which such a sale was 
so reported, or (C) if the Company Stock is not  so listed or quoted, the mean 
between the closing bid and asked price on that date or, if there are no 
quotations available for such date, on the last preceding date on which such 
quotations shall be available, as reported on NASDAQ or, if not reported on 
NASDAQ, by the National Quotation Bureau, Inc.

The shares of Company Stock held by the Trustee under the Plan shall be 
registered in the name of the Trustee or its nominee, but shall not be voted 
by the Trustee or such nominee except as provided in this Section 8.8.

In the event that any option, right or warrant shall be received by the 
Trustee on Company Stock, the Trustee shall sell the same, at public or 
private sale and at such price and upon such other terms as it may determine, 
and credit the proceeds thereof to the respective accounts of the 
Participants, ratably in accordance with their interests therein, unless the 
Trustee shall determine that such option, right or warrant should be 
exercised, in which case the Trustee shall exercise the same upon such terms 
and conditions as it may determine.

    (b)  Voting:  The Trustee, itself or by its nominee, shall be entitled to 
vote, and shall vote, shares of Company Stock in the accounts of Participants 
as follows:

      (i)   The Company shall adopt reasonable measures to notify the 
Participant of the date and purposes of each meeting of stockholders of the 
Company at which holders of shares of Company Stock shall be entitled to vote, 
and to request instructions from the Participant to the Trustee as to the 
voting at such meeting of full shares of Company Stock in the accounts of each 
Participant, whether or not vested.

      (ii)  In each case, the Trustee, itself or by proxy, shall vote full 
shares of Company Stock in such accounts of the Participant in accordance with 
the confidential instructions of the Participant.

      (iii) If five business days prior to the date of such meeting of 
stockholders of the Company the Trustee shall not have received instructions 
from the Participant in respect of any shares of Company Stock in such 
accounts of the Participant, the Trustee shall vote such shares of stock as it 
shall determine to be in the best economic interest of such Participant.  The 
Trustee shall also have the right to vote, in its sole discretion, all 
fractional shares in such accounts.
8.9  Tender and Exchange Offers of Company Stock:  In the event that a tender 
offer, which is subject to Section 14(d) of the Securities Exchange Act of 
1934, as amended, is made for the shares of Company Stock, or an offer to 
exchange securities of another company for Company Stock, which is subject to 
the Securities Act of 1933, as amended, is made, the Administrative Committee 
and the Trustee shall utilize their best efforts to notify each affected 
Participant and to cause to be distributed to him such information as will be 
distributed to the shareholders of the Company generally in connection with 
any such tender or exchange offer.  Each affected Participant shall also be 
provided a form, prescribed by the Administrative Committee, by which the 
Participant shall direct the Trustee, confidentially, in writing, as to what 
action (if any), as set forth below, to take on behalf of that Participant 
with respect to the Company Stock allocated to his accounts.  If the Trustee 
does not receive such written directions from a Participant, the Trustee shall 
not tender or offer to exchange any shares held in the Participant's accounts.

    (a)  Cash Tender Offer:  In connection with a cash tender offer, a 
Participant may direct the Trustee to tender any or all shares of Company 
Stock held in the Participant's accounts.  Any cash received by the Trustee as 
a result of such tender offer shall be invested by the Trustee in the Computer 
Sciences Corporation Common Stock Investment Option, not for the purchase of 
stock but in short-term money-market investments on a temporary basis until 
otherwise directed by the Administrative Committee.

    (b)  Exchange Offer:  In connection with an exchange offer, a Participant 
may direct the Trustee to offer to exchange any or all shares of Company Stock 
held in the Participant's accounts.  Any property received by the Trustee in 
connection with such exchange shall be held by the Trustee under the Plan in 
separate accounts for the affected Participants; however, if such property 
does not constitute "employer securities" qualifying for the favorable tax 
treatment afforded such securities under Section 402(a) of the Internal 
Revenue Code, the Trustee shall sell the property and the proceeds of such 
sale shall be invested by the Trustee in the Computer Sciences Corporation 
Common Stock Investment Option.

    (c)  Tender and Exchange Offer:  In connection with a combination tender 
and exchange offer, a Participant may direct the Trustee to tender and offer 
for exchange all shares of Company Stock held in the Participant's accounts 
with any cash received by the Trustee as a result of such tender treated as 
provided in (a) above and any property received by the Trustee in connection 
with the exchange treated as provided in (b) above.

A tender or exchange offer direction given by a Participant under this Section 
may be revoked by the Participant by completion of the form prescribed 
therefor by the Administrative Committee and the filing of such form with the 
Trustee at least 2 business days prior to the
withdrawal-date deadlines provided for in the regulations with respect to 
tender or exchange offers prescribed by the Securities and Exchange 
Commission.

The Trustee shall use its best efforts on a uniform and nondiscriminatory 
basis with respect to the sale or exchange of the shares of Company Stock as 
directed by the Participants.  However, neither the Administrative Committee 
nor the Trustee insures that all or any part of the shares of Company Stock 
directed by a Participant to be tendered or exchanged will be accepted under 
the tender or exchange offer.  Any such shares not so accepted shall remain in 
the Participant's accounts and the Participant shall continue to have the same 
rights with respect to such shares as he had immediately prior to the 
Trustee's tendering of the shares.

If a tender exchange offer is made, the Administrative Committee shall adopt 
such rules, prescribe the use of such special administrative forms and 
procedures, delegate such authority, take such action and execute such 
instruments or documents and do every other act or thing as shall be necessary 
or in its judgment proper for the implementation of this Section.
ARTICLE IX

                  ADOPTION OF PLAN BY OTHER ORGANIZATIONS;
                       SEPARATION OF THE TRUST FUND;
                 AMENDMENT AND TERMINATION OF THE PLAN; AND
              DISCONTINUANCE OF CONTRIBUTIONS TO THE TRUST FUND

9.1  Procedure for Adoption:  Any corporation or other organization with 
employees, now in existence or hereafter formed or acquired, which is or may 
become an Affiliate and which is not already an Employer under this Plan, may, 
in the future, with the consent and approval of the Board of Directors, by 
formal resolution or decision of its own board of directors or other governing 
authority, adopt the Plan and the related group annuity contract or Trust 
Agreement, for all or any classification of persons in its employment, and 
thereby, from and after the specified effective date become an "Employer" as 
defined in this Plan.  Such adoption shall be effectuated and evidenced by an 
adoptive instrument executed by the adopting Affiliate and consented to by the 
Company and the Trustee.  The adoption resolution or decision and the adoptive 
instrument may contain such specific changes and variations in Plan or Trust 
Agreement terms and provisions as may be acceptable to the Company and the 
Trustee.  The adoption resolution or decision and the adoptive instrument 
shall become, as to such adopting Affiliate and its employees, a part of this 
Plan as then amended and the related Trust Agreement.  It shall not be 
necessary for the adopting Affiliate to sign or execute the original or then 
amended Plan and Trust documents.  The effective date of the Plan for any such 
adopting Affiliate shall be that stated in such resolution or decision and the 
adoptive instrument, and from and after such effective date such adopting 
Affiliate shall assume all the rights, obligations and liabilities of an 
individual Employer entity hereunder and under the Trust Agreement, and shall 
be included within the meaning of the term "Employer," as herein defined.  The 
administrative powers and control of the Company, as provided in the Plan and 
Trust Agreement, including the sole right of amendment, of appointment and 
removal of the Administrative and Retirement Plan Committees and the Trustee 
and their successors, shall not be diminished by reason of the participation 
of any such adopting organization in the Plan and Trust.  Any participating 
Employer may withdraw from the Plan and Trust at any time without affecting 
other Employers by complying with the provisions of the Plan and Trust 
Agreement.  The Company by action of its General Partners may, in its absolute 
discretion, terminate an adopting Employer's participation at any time when in 
its judgment such adopting Employer fails or refuses to discharge its 
obligations under the Plan.

9.2  Effect of Adoption:  The following special provisions shall apply to all 
Employers:

    (a)  An Employee shall be considered in continuous Service while regularly 
employed simultaneously or successively by one or more Employers.
(b)  The transfer of a Participant from one Employer to another or to an 
Affiliate shall not be deemed a termination of Service.

9.3  Separation of the Trust:  A separation of the Trust as to the interests 
therein of the Participants of any particular Employer may be made at the 
times and under the circumstances described in Section 9.4 or 9.6.  In such 
event, the Trustee shall set apart that portion of the Trust which the 
Administrative Committee shall certify to the Trustee is the equitable share 
of such Participants pursuant to a valuation and allocation of the Trust made 
as of the date when such separation of the Trust shall be effective.  Such 
portions of the Trust may in the Trustee's discretion be set apart in cash or 
in kind out of the properties of the Trust.  That portion of the Trust so set 
apart shall continue to be held by the Trustee as though such Employer had 
entered into the Trust Agreement as a separate trust agreement with the 
Trustee.  Such Employer may in such event designate a new trustee of its 
selection and shall thereupon be deemed to have adopted the Plan as its own 
separate plan and shall subsequently have all the powers of amendment or 
modification of the Plan as are reserved herein to the Company.

9.4  Voluntary Separation:  If any Employer shall desire to separate its 
interest in the Trust, it may request such a separation in a notice in writing 
to the Company and the Trustee.  Such separation shall then be made as of any 
specified date after service of such notice, and such separation shall be 
accomplished in the manner set forth in Section 9.3 above.

9.5  Amendment of the Plan:  The Company shall have the right to amend or 
modify this Plan and (with the consent of the Trustee) the Trust Agreement at 
any time and from time to time to any extent that it may deem advisable.  Any 
such amendment or modification shall be set out in an instrument in writing 
duly authorized by the Board of Directors and executed by the Company.  No 
such amendment or modification shall, however, increase the duties or 
responsibilities of the Trustee without its consent thereto in writing, or 
have the effect of transferring to or vesting in any Employer any interest or 
ownership in any properties of the Trust Fund, or of permitting the same to be 
used for or diverted to purposes other than for the exclusive benefit of the 
Participants and their Beneficiaries.  No amendment shall decrease the account 
of any Participant; and no amendment shall change the vesting schedule in 
Section 6.4 unless each Participant having less than five years of Service is 
permitted to elect to have the vested portion of his account computed under 
the provisions of Section 6.4 without regard to the amendment.  Such election 
shall be available during an election period which shall begin on the date 
such amendment is adopted and shall end on the latest of (i) the date 60 days 
after such amendment is adopted, (ii) the date 60 days after such amendment is 
effective, or (iii) the date 60 days after such Participant is issued written 
notice of the amendment by the Administrative Committee or the Employer.  
Notwithstanding anything herein to the contrary, the Plan or the Trust 
Agreement may be amended in such manner as may be required at any time to make 
it conform to the requirements of the Internal Revenue Code of 1986, as 
amended, or of any United States statutes with respect to employees' trusts, 
or of any amendment thereto, or of any.
regulations or rulings issued pursuant thereto, and no such amendment shall be 
considered prejudicial to any then existing rights of any Participant or his 
Beneficiary under the Plan.

9.6  Acceptance or Rejection of Amendment by Employers:  The Company shall 
promptly deliver to each other Employer any amendment to this Plan or the 
Trust Agreement.  Each such Employer will be deemed to have consented to such 
amendment unless it notifies the Company and the Trustee in writing within 30 
days after receipt of the amendment that is does not consent thereto, and 
requests a separation of its interest in the Trust Fund in accordance with the 
provisions of Section 9.3, as of the first day of the month following such 
written notification to the Company and the Trustee.

9.7  Termination of the Plan:  A termination of the Plan as to any particular 
Employer (and only as to any such particular Employer) shall occur under the 
following circumstances:

    (a)  The Plan may be terminated by the delivery to the Trustee of an 
instrument in writing approved and authorized by the board of directors of 
such Employer.  In such event, termination of the Plan shall be effective as 
of any subsequent day specified in such instrument.

    (b)  Partial termination of the Plan shall occur under circumstances set 
forth in Code Regulation Section 1.411(d)-2(b).

    (c)  The Plan shall terminate effective at the expiration of 60 days 
following the merger or dissolution of any Employer, unless within such time a 
successor organization approved by the Company shall deliver to the Trustee a 
written instrument certifying that such organization (i) has become the 
Employer of more than 50% of those Employees of such Employer who are then 
Participants under this Plan, and (ii) has adopted the Plan as to its 
Employees.

In the event of a termination or partial termination of the Plan, all amounts 
credited to the Company Matching Account of the affected Participants shall be 
fully vested and nonforfeitable.

9.8  Liquidation and Distribution of Trust Fund upon Termination:  In the 
event a complete or partial termination of the Plan with respect to any 
Employer shall occur, a separation of the Trust Fund with respect to the 
Participants of such Employer affected by the termination shall be made as of 
the effective date of such termination or partial termination of the Plan in 
accordance with the procedure set forth in Section 9.3 hereof.  Following 
separation of the Trust Fund with respect to the Participants of any Employer 
as to whom the Plan has been terminated, the properties of the Trust Fund so 
set apart shall be reduced to cash as soon as may be expeditious under the 
circumstances.  Any administrative costs or expenses incurred incident to the 
final liquidation of such separate Trust Funds shall be paid by the Employer, 
except that in the case of bankruptcy or
insolvency of such Employer any such costs shall be charged against the Trust 
Fund.  Following such reduction of such Trust Fund to cash, the accounts of 
the Participants shall then be valued as provided in Article V and shall be 
fully vested, whereupon each such Participant shall receive the entire amount 
of cash in his account.

9.9  Effect of Termination or Discontinuance of Contributions:  If any 
Employer shall completely discontinue its Contributions to the Trust Fund or 
suspend its Contributions to the Trust Fund under such circumstances as to 
constitute a complete discontinuance of Contributions within the purview of 
the reasoning of U.S. Treasury Regulations sec 1.401-6(c), then throughout any 
such period of discontinuance of Contributions by an Employer all other 
provisions of the Plan shall continue in full force and effect with respect to 
such Employer other than the provisions for Contributions by such Employer.

9.10  Merger of Plan with Another Plan:  In the event of any merger or 
consolidation of the Plan with, or transfer in whole or in part of the assets 
and liabilities of the Trust Fund to another trust fund held under, any other 
plan of deferred compensation maintained or to be established for the benefit 
of all or some of the Participants of this Plan, the assets of the Trust Fund 
applicable to such Participants shall be transferred to the other trust fund 
only if:

    (a)  Each Participant would (if either this Plan or the other plan 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 this Plan had then terminated);

    (b)  Resolutions of the board of directors of the Employer under this 
Plan, or of any new or successor employer of the affected Participants, shall 
authorize such transfer of assets, and, in the case of the new or successor 
employer of the affected Participants, its resolutions shall include an 
assumption of liabilities with respect to such Participants' inclusion in the 
new employer's plan; and

    (c)  Such other plan and trust are qualified under Sections 401(a) and 
501(a) of the Code.
ARTICLE X

                          MISCELLANEOUS PROVISIONS

10.1  Terms of Employment:  The adoption and maintenance of the provisions of 
this Plan shall not be deemed to constitute a contract between any Employer 
and any Employee, or to be a consideration for, or an inducement or condition 
of, the employment of any person.  Nothing herein contained shall be deemed to 
give to any Employee the right to be retained in the employ of an Employer or 
to interfere with the right of an Employer to discharge an Employee at any 
time, nor shall it be deemed to give to an Employer the right to require any 
Employee to remain in its employ, nor shall it interfere with any Employee's 
right to terminate his employment at any time.

10.2  Controlling Law:  Subject to the provisions of ERISA, this Plan shall be 
construed, regulated and administered under the laws of the State of Texas.

10.3  Invalidity of Particular Provisions:  In the event any provision of this 
Plan shall be held illegal or invalid for any reason, said illegality or 
invalidity shall not affect the remaining provisions of this Plan but shall be 
fully severable, and this Plan shall be construed and enforced as if said 
illegal or invalid provisions had never been inserted herein.

10.4  Non-alienability of Rights of Participants:  Except for Plan loans as 
provided under Section 6.9, no interest, right or claim in or to any part of 
the Trust Fund or any payment therefrom shall be assignable, transferable or 
subject to sale, mortgage, pledge, hypothecation, commutation, anticipation, 
garnishment, attachment, execution or levy of any kind, and the Trustee shall 
not recognize any attempt to assign, transfer, sell, mortgage, pledge, 
hypothecate, commute or anticipate the same, except to the extent required by 
law.  The preceding sentence shall also apply to the creation, assignment, or 
recognition of a right to any benefit payable with respect to a Participant 
pursuant to a domestic relations order, unless such order is determined to be 
a qualified domestic relations order, as defined in Section 414(p) of the 
Code.

10.5  Payments in Satisfaction of Claims of Participants:  Any payment or 
distribution to any Participant or his legal representative or any Beneficiary 
in accordance with the provisions of this Plan shall be in full satisfaction 
of all claims under the Plan against the Trust Fund, the Trustee and the 
Employer.  The Trustee may require that any distributee execute and deliver to 
the Trustee a receipt and a full and complete release as a condition precedent 
to any payment or distribution under the Plan.

10.6  Impossibility of Diversion of Trust Fund:  Notwithstanding any provision 
herein to the contrary, no part of the corpus or the Income of the Trust Fund 
shall ever be used for or diverted to purposes other than for the exclusive 
benefit of the Participants or their Beneficiaries or for the
payment of expenses of the Plan.  No part of the Trust Fund shall ever 
directly or indirectly revert to the Employer, except as provided in Section 
4.5 hereof.

10.7  Unclaimed Benefits:  If at, after, or during the time when a benefit 
hereunder is payable to any Participant, Beneficiary or other distributee, the 
Administrative Committee, upon request of the Trustee, or at its own instance, 
shall mail by registered or certified mail to such Participant, Beneficiary or 
other distributee at his last known address a written demand for his present 
address or for satisfactory evidence of his continued life, or both, and if 
such Participant, Beneficiary or distributee shall fail to furnish the same to 
the Administrative Committee within two years from mailing of such demand, 
then the Administrative Committee may, in its sole discretion, determine that 
such Participant, Beneficiary or other distributee has forfeited his right to 
such benefit and may declare such benefit, or any unpaid portion thereof, 
terminated as if the death of the distributee (with no surviving Beneficiary) 
has occurred on the later of the date of the last payment made thereon, or the 
date such Participant, Beneficiary or other distributee first became entitled 
to receive benefit payments; provided, however, that such forfeited benefit 
shall be reinstated if a claim for the same is made by the Participant, 
Beneficiary or other distributee at any time thereafter.  Such reinstatement 
shall be made by a mandatory Contribution by the Company, allocated solely to 
such reinstatement.  Any benefit forfeited under this Section shall be used to 
reduce Employer Matching Contributions.
ARTICLE XI

                        TOP-HEAVY PLAN REQUIREMENTS

11.1  General Rule:  For any Plan Year for which this Plan is a Top-Heavy 
Plan, as defined in Section 11.8, and  despite any other provisions of this 
Plan to the contrary, this Plan shall be subject to the provisions of this 
Article XI.

11.2  Vesting Provisions:  Each Participant who completed an Hour of Service 
after the Plan becomes top-heavy and while the Plan is top-heavy and who has 
completed the Vesting Service specified in the following table shall be vested 
in his Account under this Plan at least as rapidly as provided in the 
following schedule; except that the vesting schedule set forth in Section 6.4 
shall be used at any time in which it provides for more rapid vesting:
Vesting Service            Vested Percent
     ---------------            --------------
Less than 2 years                 0%
     2 but less than 3 years          20%
     3 but less than 4 years          40%
     4 but less than 5 years          60%
     5 but less than 6 years          80%
     6 years or more                 100%
If an Account becomes vested by reason of the application of the preceding 
schedule, it may not therefore be forfeited by reason of reemployment after 
retirement pursuant to a suspension of benefits provision, by reason of 
withdrawal of any mandatory employee contributions to which Employer 
Contributions were keyed, or for any other reason.  If the Plan subsequently 
ceases to be top-heavy, the preceding schedule shall continue to apply with 
respect to any Participant who had at least five years of service (as defined 
in Treasury Regulation Section 1.411(a)-8(b)(3)) as of the close of the last 
year that the Plan was top-heavy.  For all other Participants, the 
nonforfeitable percentage of their Accounts provided in the preceding schedule 
prior to the date the Plan ceases to be top-heavy shall not be reduced, but 
future increases in the nonforfeitable percentage shall be made only in 
accordance with Section 6.4.

11.3  Minimum Employer Contribution Provisions:  Each Participant who (i) is a 
Non-Key Employee, as defined in Section 11.8 and (ii) is employed on the last 
day of the Plan Year (regardless of whether or not such Participant has 
completed 1,000 Hours of Service) will be entitled to have contributions and 
forfeitures allocated to his Account of not less than 3% (the "Minimum 
Employer Contribution Percentage") of the Participant's Compensation.  This 
minimum allocation percentage shall be provided without taking Pre-Tax 
Contributions into account.  A Non-Key Employee may not fail to receive a 
Minimum Employer Contribution Percentage because of a failure
to receive a specified minimum amount of Compensation or a failure to make 
mandatory employee or elective contributions.  This Minimum Employer 
Contribution Percentage will be reduced for any Plan Year to the percentage at 
which Contributions (including Forfeitures) are made or are required to be 
made under the Plan for the Plan Year for the Key Employee for whom such 
percentage is the highest for such Plan Year.  For this purpose, the 
percentage with respect to a Key Employee will be determined by dividing the 
Contributions (including Forfeitures) made for such Key Employee by his total 
Compensation (as defined in Section 415 of the Code) not in excess of $150,000 
for the Plan Year.

Such amount will be adjusted in the same manner as the amount set forth in 
Section 11.4 below.

Employer Contributions considered under the first paragraph of this Section 
11.3 will include Employer Contributions under this Plan and under all other 
defined contribution plans required to be included in an Aggregation Group (as 
defined in Section 11.8 below), but will not include Employer Contributions 
under any plan required to be included in such aggregation group if the plan 
enables a defined benefit plan required to be included in such group to meet 
the requirements of the Code prohibiting discrimination as to contributions in 
favor of employees who are officers, shareholders, or the highly compensated 
or prescribing the minimum participation standards.  If the highest rate 
allocated to a Key Employee for a year in which the Plan is top-heavy is less 
than 3%, amounts contributed as a result of a salary reduction agreement must 
be included in determining contributions made on behalf of Key Employees.

11.4  Limitation on Compensation:  Annual Participant's Compensation taken 
into account under this Article XI and under Section 1.7 for purposes of 
computing benefits under this Plan will not exceed $150,000.  Such amount will 
be adjusted automatically for each Plan Year to the amount prescribed by the 
Secretary of the Treasury or his delegate pursuant to regulations for the 
calendar year in which such Plan Year commences.

11.5  Limitation on Employer Contributions:  In the event that the Company, 
other Employer or an Affiliate (hereinafter in this Article collectively 
referred to as a "Considered Company") also maintains a defined benefit plan 
providing benefits on behalf of Participants in this Plan, one of the two 
following provisions will apply:

    (a)  If, for the Plan Year, this Plan would not be a Top-Heavy Plan if 
"90%" were substituted for "60%" in Section 11.8, then the percentage of 3% 
used in Section 11.3 is changed to 4%.

    (b)  If, for the Plan Year, this Plan would continue to be a Top-Heavy 
Plan if "90%" were substituted for "60%" in Section 11.8, then the denominator 
of both the defined contribution plan fraction and the defined benefit plan
fraction will be calculated for the limitation year ending in such Plan Year 
by substituting "one" for "one and twenty-five hundredths" in each place such 
figure appears.  This subsection (b) will not apply for such Plan Year with 
respect to any individual for whom there are no (i) Employer Contributions, 
Forfeitures or voluntary nondeductible contributions allocated to such 
individual or (ii) accruals earned under the defined benefit plan.  
Furthermore, the transitional rule set forth in Section 415(e)(6)(B)(i) of the 
Code shall be applied by substituting "$41,500" for "$51,875" where it appears 
therein.

11.6  Coordination with Other Plans:  If another defined contribution or 
defined benefit plan maintained by a Considered Company provides contributions 
or benefits on behalf of a Participant in this Plan, the other plan will be 
treated as part of this Plan pursuant to applicable principles prescribed by 
U.S. Treasury Regulations or applicable IRS rulings (such as Revenue Ruling 
81-202 or any successor ruling) to determine whether this Plan satisfies the 
requirements of Sections 11.3, 11.4 and 11.5 and to avoid inappropriate 
omissions or inappropriate duplication of minimum contributions.  The 
determination will be made by the Administrative Committee upon the advice of 
counsel.

In the event a Participant is covered by a defined benefit plan which is top-
heavy pursuant to Section 416 of the Code, a comparability analysis (as 
prescribed by Revenue Ruling 81-202 or any successor ruling) shall be 
performed in order to establish that the plans are providing benefits at least 
equal to the defined benefit minimum.

11.7  Distributions to Certain Key Employees:  Notwithstanding any other 
provision of this Plan, the entire interest in this Plan of each Participant 
who is a Key Employee, by reason of clause (iii) of subparagraph (c) of 
Section 11.8 in the calendar year in which the Participant attains age 70 1/2, 
shall commence to be distributed to such Participant not later than the April 
1 following such calendar year.

11.8  Determination of Top-Heavy Status:  The Plan will be a Top-Heavy Plan 
for any Plan Year if, as of the Determination Date, the aggregate of the 
accounts under the Plan for Participants (including former Participants) who 
are Key Employees exceeds 60% of the aggregate of the accounts of all 
Participants, excluding former Key Employees, or if this Plan is required to 
be in an Aggregation Group in any such Plan Year in which such Group is a Top-
Heavy Group.  In determining Top-Heavy status, if an individual has not 
performed one Hour of Service for any Considered Company at any time during 
the five-year period ending on the Determination Date, any accrued benefit for 
such individual and the aggregate accounts of such individual shall not be 
taken into account.

For purposes of this Article XI, the capitalized words have the following 
meanings:
(a)  "Aggregation Group" means the group of plans, if any, that includes 
both the group of plans required to be aggregated and the group of plans 
permitted to be aggregated.  The group of plans required to be aggregated (the 
"required aggregation group") includes:

      (i)   Each plan of a Considered Company in which a Key Employee is a 
participant in the Plan Year containing the Determination Date or any of the 
four preceding Plan Years, and

      (ii)  Each other plan, including collectively bargained plans, of a 
Considered Company which, during this period, enables a plan in which a Key 
Employee is a participant to meet the requirements of Sections 401(a)(4) or 
410 of the Code.

The group of plans that are permitted to be aggregated (the "permissive 
aggregation group") includes the required aggregation group plus one or more 
plans of a Considered Company that is not part of the required aggregation 
group and that the Considered Company certifies as a plan within the 
permissive aggregation group.  Such plan or plans may be added to the 
permissive aggregation group only if, after the addition, the aggregation 
group as a whole continues to satisfy the requirements of Sections 401(a)(4) 
and 410 of the Code.

    (b)  "Determination Date" means for any Plan Year the last day of the 
immediately preceding Plan Year.

    (c)  "Key Employee" means any employee or former employee under this Plan 
who, at any time during the Plan Year in question or during any of the four 
preceding Plan Years, is or was one of the following:

      (i)   An officer of a Considered Company having an annual compensation 
greater than 50% of the defined benefit dollar limitation set forth in Section 
415(b)(1) of the Code for any such Plan Year.  Whether an individual is an 
officer shall be determined by the Considered Company on the basis of all the 
facts and circumstances, such as an individual's authority, duties, and term 
of office, not on the mere fact that the individual has the title of an 
officer.  For any such Plan Year, officers considered to be Key Employees will 
be no more than the fewer of:

        (A)  50 officer employees; or
(B)  10% of the officer employees or, if greater than 10%, three 
officer employees.

For this purpose, the highest paid officers shall be selected.

      (ii)  One of the 10 employees owning (or considered as owning, within 
the meaning of the constructive ownership rules of Section 416(i)(1)(B) of the 
Code) the largest interests in the Considered Company.  An employee who has 
some ownership interest is considered to be one of the top 10 owners unless at 
least 10 other employees own a greater interest than that employee.  However, 
an employee will not be considered a top 10 owner for a Plan Year if the 
employee earns less than the maximum dollar limitation on annual additions to 
a Participant's account in a defined contribution plan under the Code, as in 
effect for the calendar year in which the Determination Date falls.

      (iii) Any person who owns (or is considered as owning, within the 
meaning of the constructive ownership rules of Section 416(i)(1)(B) of the 
Code) more than 5% of the outstanding stock of a Considered Company or stock 
possessing more than 5% of the combined voting power of all stock of the 
Considered Company.

      (iv)  Any person who has an annual compensation from the Considered 
Company of more than $150,000 and who owns (or is considered as owning within 
the meaning of the constructive ownership rules of Section 416(i)(1)(B) of the 
Code) more than 1% of the outstanding stock of the Considered Company or stock 
possessing more than 1% of the total combined voting power of all stock of the 
Considered Company.  For purposes of this subsection, compensation means all 
items includable as compensation for purposes of applying the limitations on 
annual additions to a Participant's account in a defined contribution plan and 
the maximum benefit payable under a defined benefit plan under the Code.

For purposes of this subsection (c), a Beneficiary of a Key Employee shall be 
treated as a Key Employee.  For purposes of parts (iii) and (iv), each 
Considered Company is treated separately in determining ownership percentages; 
but all such Considered Companies shall be considered a single employer in 
determining the amount of compensation.
(d)  "Non-Key Employee" means any employee (and any Beneficiary of an 
employee) who is not a Key Employee.

    (e)  "Top-Heavy Group" means the Aggregation Group, if as of the 
applicable Determination Date, the sum of the present value of the cumulative 
accrued benefits for Key Employees under all defined benefit plans included in 
the Aggregation Group plus the aggregate of the accounts of Key Employees 
under all defined contribution plans included in the Aggregation Group exceeds 
60% of the sum of the present value of the cumulative accrued benefits for all 
employees, excluding former Key Employees as provided in paragraph (i) below, 
under all such defined benefit plans plus the aggregate accounts for all 
employees, excluding former Key Employees as provided in paragraph (i) below, 
under all such defined contribution plans.  In determining Top-Heavy status, 
if an individual has not performed one Hour of Service for any Considered 
Company at any time during the five-year period ending on the Determination 
Date, any accrued benefit for such individual and the aggregate accounts of 
such individual shall not be taken into account.  If the Aggregation Group 
that is a Top-Heavy Group is a required aggregation group, each plan in the 
group will be a Top-Heavy Plan.  If the Aggregation Group that is a Top-Heavy 
Group is a permissive aggregation group, only those plans that are part of the 
required aggregation group will be treated as Top-Heavy Plans.  If the 
Aggregation Group is not a Top-Heavy Group, no plan within such group will be 
a Top-Heavy Plan.

In determining whether this Plan constitutes a Top-Heavy Plan, the Plan 
Administrator (or its agent) will make the following adjustments:

      (i)   When more than one plan is aggregated, the Plan Administrator 
shall determine separately for each plan as of each plan's Determination Date 
the present value of the accrued benefits (for this purpose using the 
actuarial assumptions set forth in the applicable plan) or account balance.  
The results shall then be aggregated by adding the results of each plan as of 
the Determination Dates for such plans that fall within the same calendar 
year.

      (ii)  In determining the present value of the cumulative accrued benefit 
or the amount of the account of any employee, such present value or account 
balance will include the amount in dollar value of the aggregate distributions 
made to such employee under the applicable plan during the five-year period 
ending on the Determination Date unless reflected in the value of the accrued
benefit or account balance as of the most recent Anniversary Date.  The 
amounts will include distributions to employees representing the entire amount 
credited to their accounts under the applicable plan.

      (iii) Further, in making such determination, such present value or such 
account balance shall include any rollover contribution (or similar transfer), 
as follows:

        (A)  If the rollover contribution (or similar transfer) is initiated 
by the employee and made to or from a plan maintained by another Considered 
Company, the plan providing the distribution shall include such distribution 
in the present value of such account balance; the plan accepting the 
distribution shall not include such distribution in the present value of such 
account balance unless the plan accepted it before December 31, 1983.

        (B)  If the rollover contribution (or similar transfer) is not 
initiated by the employee or made from a plan maintained by another Considered 
Company, the plan accepting the distribution shall include such distribution 
in the present value of such account balance; the plan making the distribution 
shall not include the distribution in the present value of such account 
balance.

      (iv)  In any case where an individual is a Non-Key Employee with respect 
to an applicable plan but was a Key Employee with respect to such plan for any 
prior Plan Year, any accrued benefit and any account of such employee will be 
altogether disregarded.  For this purpose, to the extent that a Key Employee 
is deemed to be a Key Employee if he or she met the definition of Key Employee 
within any of the four preceding Plan Years, this provision will apply 
following the end of such period of time.

    (f)  "Anniversary Date" means, for purposes of determining the present 
value of an accrued benefit as of the Determination Date, the date determined 
as of the most recent valuation date which is within a 12-month period ending 
on the Determination Date.  For the first plan year of a plan, the accrued 
benefit for a current employee shall be determined either (i) as if the 
individual
terminated service as of the Determination Date or (ii) as if the individual 
terminated service as of the valuation date, but taking into account the 
estimated accrued benefit as of the Determination Date.  The Anniversary Date 
shall be determined in accordance with the principles set forth in Q.&A. T-25 
of Treasury Regulations Section 1.416-1.

    (g)  For purposes of this Section, "Compensation" shall have the meaning 
given to it in Section 5.3(d)(6) of the Plan.
ARTICLE XII

                           TESTING OF CONTRIBUTIONS

12.1  Definitions:  For purposes of this Article XII, the capitalized words 
have the following meanings:

    (a)  "Compensation" shall have the meaning given to it in Section 
5.3(d)(6) of the Plan.

    (b)  "Employer Contributions" shall mean Company Matching Contribution.

    (c)  "Family Member" shall mean the spouse and the lineal ascendants and 
descendants (and spouses of such ascendants and descendants) of any Employee 
or former Employee.

    (d)  "Highly Compensated Employee" shall mean any Employee and any 
employee of an Affiliate who is a highly compensated employee under Section 
414(q) of the Code, including any Employee and any employee of an Affiliate 
who, during the current Plan Year or the calendar year ending within the 
current Plan Year:

      (i)   was at any time a 5% owner; or

      (ii)  received compensation (as defined below) in excess of $75,000 (or 
such other amount as determined by the Secretary of the Treasury which 
reflects cost-of-living increases in accordance with the provisions of Code 
Section 414(q)(1)); or

      (iii) received compensation (as defined below) in excess of $50,000 (or 
such other amount as determined by the Secretary of the Treasury which 
reflects cost-of-living increases in accordance with the provisions of Code 
Section 414(q)(1)) and was in the "top-paid group" (the top 20% of payroll 
excluding Employees described in Code Section 414(q)(8) and applicable 
regulations) for the Plan Year; or

      (iv)  was an officer receiving compensation (as defined below) exceeding 
50% of the dollar limitation in effect under Section
415(b)(1)(A) of the Code.  The number of officers shall be limited to 50 
employees (or, if lesser, the greater of 3 employees or 10% of the employees).

If for any year no officer of the Employer is described in subparagraph (iv) 
above, the highest paid officer of the Employer for such year shall be treated 
as described in such paragraph.

In determining an Employee's status as a Highly Compensated Employee within 
the meaning of Section 414(q), the entities set forth in Regulation Section 
1.414(q)-1T Q&A-6(a)(1) through (4) must be taken into account as a single 
employer.

For purposes of determining whether an individual is a Highly Compensated 
Employee for the current Plan Year, an Employee who meets the definition of 
Highly Compensated Employee set forth in Section 12.1(d) above by virtue of 
subparagraph (ii), (iii) or (iv) for the current Plan Year (but not for the 
calendar year ending within the current Plan Year), shall not be treated as a 
Highly Compensated Employee unless such individual is a member of the group 
consisting of the 100 individuals who were paid the greatest compensation (as 
defined in Section 5.3(d)(5)) during the current Plan Year.

A former Employee shall be treated as a Highly Compensated Employee if (1) 
such former Employee was a Highly Compensated Employee when he separated from 
Service, or (2) such former Employee was a Highly Compensated Employee in 
Service at any time after attaining age 55.  Any former Employee who separated 
from Service before January 1, 1987 will be treated as a Highly Compensated 
Employee only if the former Employee was a 5% owner or received compensation 
(as defined below) in excess of $50,000 during (i) the Employee's separation 
year (or the year preceding such separation year) or (ii) any year ending on 
or after the former Employee's 55th birthday (or the last year ending before 
his 55th birthday).

For purposes of determining who is a Highly Compensated Employee under this 
Section, "compensation" shall mean Compensation as defined in Section 
5.3(d)(6), including elective or salary reduction contributions to a cafeteria 
plan, cash or deferred arrangement or tax-sheltered annuity.

    (e)  "Pre-Tax Contributions" shall mean Pre-Tax Contributions.
12.2  Actual Deferral Percentage:  The Actual Deferral Percentage for a 
specified group of eligible Employees for a Plan Year shall be the average of 
the ratios (calculated separately for each Employee in such group) of:

    (a)  The amount of Pre-Tax Contributions actually paid to the Plan on 
behalf of each such Employee for such Plan Year which relate to Compensation 
that either would have been received by the Employee in such Plan Year (but 
for the deferral election) or are attributable to services performed by the 
Employee in the Plan Year and would have been received by the Employee within 
2-1/2 months after the close of the Plan Year (but for the deferral election), 
over

    (b)  The Employee's Compensation for such Plan Year.

The individual ratios and Actual Deferral Percentages shall be calculated to 
the nearest 1/100 of 1% of an Employee's Compensation.  An eligible Employee 
for the purpose of computing the Actual Deferral Percentage is defined in Code 
Regulation Section 1.401(k)-1(g)(4).  The Actual Deferral Percentage of an 
eligible Employee who makes no Pre-Tax Contributions is zero.

12.3  Actual Deferral Percentage Limits:  The Actual Deferral Percentage for 
the eligible Highly Compensated Employees for any Plan Year shall not exceed 
the greater of (a) or (b), as follows:

    (a)  The Actual Deferral Percentage of Compensation for the eligible non-
Highly Compensated Employees times 1.25, or

    (b)  The lesser of (i) the Actual Deferral Percentage of Compensation for 
the eligible non-Highly Compensated Employees times 2.0 or (ii) the Actual 
Deferral Percentage of Compensation for the eligible non-Highly Compensated 
Employees plus 2% points or such lesser amount as the Secretary of the 
Treasury shall prescribe to prevent the multiple use of this alternative 
limitation with respect to any Highly Compensated Employee.

In determining the Actual Deferral Percentage of an Employee who is a 5% owner 
or one of the 10 most Highly Compensated Employees and who has a Family Member 
who is an Employee, any remuneration paid to the Family Member for services 
rendered to an Employer or an Affiliate and any contributions made on behalf 
of or by such Family Member shall be attributed to such Highly Compensated 
Employee.  Family Members, with respect to Highly Compensated Employees, shall 
be disregarded as separate Employees in determining the Actual Deferral 
Percentage both for Participants who are non-Highly Compensated Employees and 
for Participants who are Highly Compensated Employees.
The Actual Deferral Percentage for any Highly Compensated Employee who is 
eligible to have deferred contributions allocated to his account under one or 
more plans described in Section 401(k) of the Code that are maintained by an 
Employer or an Affiliate in addition to this Plan shall be determined as if 
all such contributions were made to this Plan.  For purposes of determining 
whether the Actual Deferral Percentage limits of Section 12.3 are satisfied, 
all Pre-Tax Contributions that are made under two or more plans that are 
aggregated for purposes of Code Section 401(a)(4) or 410(b) (other than Code 
Section 410(b)(2)(A)(ii)) are to be treated as made under a single plan, and 
if two or more plans are permissively aggregated for purposes of Code Section 
401(k), the aggregated plans must also satisfy Code Sections 401(a)(4) and 
410(b) as though they were a single plan.

12.4  Reduction of Pre-Tax Contribution Rates by Leveling Method:  If on the 
basis of the Pre-Tax Contribution rates elected by Participants for any Plan 
Year, the Administrative Committee determines, in its sole discretion, that 
neither of the tests contained in (a) or (b) of Section 12.3 will be 
satisfied, the Administrative Committee may reduce the Pre-Tax Contribution 
rate of any Participant who is among the eligible Highly Compensated Employees 
to the extent necessary to reduce the overall Actual Deferral Percentage for 
eligible Highly Compensated Employees to a level which will satisfy either (a) 
or (b) of Section 12.3.  The reductions in Pre-Tax Contribution rates shall be 
made in a manner so that the Actual Deferral Percentage of the affected 
Participants who elected the highest Actual Deferral Percentage shall be first 
lowered to the level of the affected Participants who elected the next to the 
highest Actual Deferral Percentage.  If further overall reductions are 
required to achieve compliance with (a) or (b) of Section 12.3, both of the 
above-described groups of Participants will be lowered to the level of 
Participants with the next highest Actual Deferral Percentage, and so on, 
until sufficient total reductions in Pre-Tax Contribution rates have occurred 
to achieve compliance with (a) or (b) of Section 12.3.

12.5  Increase in Pre-Tax Contribution Rates:  If a Participant's Pre-Tax 
Contribution rate is reduced below the level necessary to satisfy either (a) 
or (b) of Section 12.3 for the Plan Year, such Participant may be eligible to 
increase his Pre-Tax Contribution rate for the remainder of the Plan Year to a 
level not in excess of that level which will satisfy the greater of (a) or (b) 
of Section 12.3.  Such an increase in the Pre-Tax Contribution rate shall be 
made by Participants on a uniform and non-discriminatory basis, pursuant to 
such rules and procedures as the Administrative Committee may prescribe.

12.6  Excess Pre-Tax Contributions:  As soon as possible following the end of 
the Plan Year, the Administrative Committee shall determine whether either of 
the tests contained in Section 12.3 were satisfied as of the end of the Plan 
Year, and any excess Pre-Tax Contributions, plus any income and minus any loss 
attributable thereto, of those Participants who are among the Highly 
Compensated Employees shall be distributed to such Participants.
The amount of any excess Pre-Tax Contributions to be distributed to a 
Participant shall be reduced by Excess Deferrals previously distributed to him 
pursuant to Section 4.2 for the taxable year ending in the same Plan Year.  
All excess Pre-Tax Contributions shall be returned to the Participants no 
later than the last day of the following Plan Year.  The excess Pre-Tax 
Contributions, if any, of each Participant who is among the Highly Compensated 
Employees shall be determined by computing the maximum Actual Deferral 
Percentage which each such Participant may defer under (a) or (b) of Section 
12.3 and then reducing the Actual Deferral Percentage of some or all of such 
Participants who elected an Actual Deferral Percentage in excess of such 
maximum by an amount of sufficient size to reduce the overall Actual Deferral 
Percentage for eligible Participants who are among the Highly Compensated 
Employees to a level which satisfies either (a) or (b) of Section 12.3.  The 
excess Pre-Tax Contributions, if any, of each Participant shall be determined 
in such a manner that the Actual Deferral Percentage of such Participants who 
elected the highest Actual Deferral Percentage shall be first lowered to the 
level of such Participants who elected the next to the highest Actual Deferral 
Percentage.  If further overall reductions are required to achieve compliance 
with (a) or (b) of Section 12.3, both of the above-described groups of 
Participants will be lowered to the level of Participants with the next 
highest Actual Deferral Percentages, and so on, until sufficient total 
reductions have occurred to achieve compliance with (a) or (b) of Section 
12.3.

The income or loss attributable to the Participant's excess Pre-Tax 
Contributions for the Plan Year shall be determined by multiplying the income 
or loss attributable to the Participant's Employee Savings Account balance for 
the Plan Year by a fraction, the numerator of which is the excess Pre-Tax 
Contribution and the denominator of which is the Participant's total Employee 
Savings Account balance.  Excess Pre-Tax Contributions shall be treated as 
Annual Additions under Section 5.3 of the Plan.

12.7  Aggregation of Family Members in Determining the Actual Deferral Ratio:

    (a)  Calculation of Actual Deferral Ratios:  If an eligible Highly 
Compensated Employee is subject to the family aggregation rules of Section 
414(q)(6) of the Code because such Employee is either a 5% owner or one of the 
10 most Highly Compensated Employees, the combined actual deferral ratio of 
this family group (which is treated as one Highly Compensated Employee) shall 
be determined by combining the Pre-Tax Contributions and the Compensation for 
all the eligible Family Members.

Pre-Tax Contributions and Compensation of all Family Members are disregarded 
for purposes of determining the actual deferral percentage for the group of 
non-Highly Compensated Employees, except to the extent taken into account in 
paragraph (a) above.

    (b)  Aggregation of Family Groups:  If an Employee is required to be 
aggregated as a Family Member of more than one family group, all eligible 
Employees who are Family
Members of those groups that include the Employee are aggregated as one family 
group in accordance with paragraph (a) above.

    (c)  Excess Pre-Tax Contributions of Family Members:  In the event that it 
becomes necessary to determine and correct the excess Pre-Tax Contributions of 
a Highly Compensated Employee whose actual deferral ratio is determined under 
the rules of Section 414(q)(6) of the Code and this Section 12.7, the actual 
deferral ratio calculated in paragraph (a) above shall be reduced using the 
leveling method set forth in Section 12.4 and the excess Pre-Tax Contributions 
to be distributed thereby shall be allocated among the Family Members in 
proportion to the Pre-Tax Contribution of each Family Member that is combined 
to determine the actual deferral ratio.

12.8  Contribution Percentage:  The Contribution Percentage for a specified 
group of eligible Employees for a Plan Year shall be the average of the ratios 
(calculated separately for each Employee in such group) of:

    (a)  The total of the Employer Contributions (the "Aggregate 
Contributions") paid under the Plan on behalf of each Employee for such Plan 
Year which are made on account of the Employee's Contributions for the Plan 
Year are allocated to the Employee's Employer Contribution Account during such 
Plan Year and are paid to the Trust no later than the end of the next 
following Plan Year, to

    (b)  The Employee's Compensation for such Plan Year.

To the extent permitted by the Code and applicable regulations, the Employer 
may elect to take into account, in computing the Contribution Percentage, pre-
tax contributions made under this Plan or any other plan of the Employer.  A 
Participant's Contribution Percentage shall be determined after determining 
the Participant's Excess Deferrals, if any, pursuant to Section 4.2, and after 
determining the Participant's excess Pre-Tax Contributions pursuant to Section 
12.6.

An eligible Employee for purposes of computing the Contribution Percentage is 
defined in Code Regulation Section 1.401(m)-1(f)(4).  The Contribution 
Percentage will be zero for an eligible Employee who received no allocation of 
Aggregate Contributions.

12.9  Contribution Percentage Limits:  The Contribution Percentage for the 
eligible Employees for any Plan Year who are Highly Compensated Employees 
shall not exceed the greater of (a) or (b), as follows:

    (a)  The Contribution Percentage for the eligible Employees who are not 
Highly Compensated Employees times 1.25, or
(b)  The lesser of (i) the Contribution Percentage for the eligible 
Employees who are not Highly Compensated Employees times 2.0 or (ii) the 
Contribution Percentage for the eligible Employees who are not Highly 
Compensated Employees plus 2% points or such lesser amount as the Secretary of 
the Treasury shall prescribe to prevent the multiple use of this alternative 
limitation with respect to any Highly Compensated Employee.

In determining the Contribution Percentage of an Employee who is a 5% owner or 
one of the 10 most Highly Compensated Employees and who has a Family Member 
who is an Employee, any remuneration paid to the Family Member for services 
rendered to an Employer or to an Affiliate and any contributions made on 
behalf of or by such Family Member shall be attributed to such Highly 
Compensated Employee.  Family Members, with respect to Highly Compensated 
Employees, shall be disregarded as separate Employees in determining the 
Contribution Percentage both for Participants who are non-Highly Compensated 
Employees and for Participants who are Highly Compensated Employees.

The Contribution Percentage for any Highly Compensated Employee for any Plan 
Year who is eligible to have matching employer contributions made on his 
behalf or to make after-tax contributions under one or more plans described in 
Section 401(a) of the Code that are maintained by an Employer or an Affiliate 
in addition to this Plan shall be determined as if all such contributions were 
made to this Plan.

In the event that this Plan must be combined with one or more other plans in 
order to satisfy the requirements of Code Section 410(b), then the 
Contribution Percentage shall be determined as if all such plans were a single 
plan.

12.10  Treatment of Excess Aggregate Contributions:  If neither of the tests 
described in (a) or (b) of Section 12.9 are satisfied, the excess Aggregate 
Contributions, plus any income and minus any loss attributable thereto, shall 
be forfeited, or if not forfeitable, shall be distributed no later than the 
last day of the Plan Year following the Plan Year in which such excess 
Aggregate Contributions were made.  The income or loss attributable to the 
Participant's excess Aggregate Contributions for the Plan Year shall be 
determined by multiplying the income or loss attributable to the Participant's 
Employer Contribution Account for the Plan Year by a fraction, the numerator 
of which is the excess Aggregate Contribution, and the denominator of which is 
the Participant's total Employer Contribution Account balance.  Excess 
Aggregate Contributions shall be treated as Annual Additions under Section 5.3 
of the Plan.

The excess Aggregate Contributions, if any, of each Participant who is among 
the Highly Compensated Employees shall be determined by computing the maximum 
Contribution Percentage under (a) or (b) of Section 12.9 and then reducing the 
Contribution Percentage of some or all of such Participants whose Contribution 
Percentage exceeds the maximum by an amount of
sufficient size to reduce the overall Contribution Percentage for eligible 
Participants who are among the Highly Compensated Employees to a level which 
satisfies either (a) or (b) of Section 12.9.  The excess Aggregate 
Contributions, if any, of each Participant shall be determined in such a 
manner that the Contribution Percentage of such Participants who have the 
highest actual contribution ratio under Section 12.8 shall be first lowered to 
the level of such Participants with the next to the highest actual 
contribution ratio under Section 12.8.  If further overall reductions are 
required to achieve compliance with (a) or (b) of Section 12.9, both of the 
above-described groups of Participants will be lowered to the level of 
Participants with the next highest actual contribution ratio under Section 
12.8, and so on, until sufficient total reductions have occurred to achieve 
compliance with (a) or (b) of Section 12.9.  For each Participant who is a 
Highly Compensated Employee, the amount of excess Aggregate Contributions is 
equal to the total Employer Contributions on behalf of the Participant 
(determined prior to the application of this paragraph) minus the amount 
determined by multiplying the Participant's actual contribution ratio 
(determined after application of this paragraph) by his Compensation used in 
determining such ratio.  For Plan Years which begin after 1988, the individual 
ratios and Contribution Percentages shall be calculated to the nearest 1/100 
of 1% of the Employee's Compensation as such term is used in paragraph (b) of 
Section 12.9.

12.11  Aggregation of Family Members in Determining the Actual Contribution 
Ratio:

    (a)  Calculation of Actual Contribution Ratio:  If an eligible Highly 
Compensated Employee is subject to the family aggregation rules of Section 
414(q)(6) of the Code because such Employee is either a 5% owner or one of the 
10 most Highly Compensated Employees, the combined actual contribution ratio 
for the family group (which is treated as one Highly Compensated Employee) 
shall be determined by combining the Employer Contributions and Compensation 
of all the eligible Family Members.

The Employer Contributions and Compensation of all Family Members are 
disregarded for purposes of determining the Contribution Percentage for the 
group of Highly Compensated Employees, and the group of non-Highly Compensated 
Employees except to the extent taken into account in paragraph (a) of this 
Section.

    (b)  Aggregation of Family Groups:  If an Employee is required to be 
aggregated as a Family Member of more than one family group, all eligible 
Employees or Family Members of those groups that include the Employee shall be 
aggregated as one family group in accordance with paragraph (a) above.

    (c)  Excess Aggregate Contributions of Family Members:  In the event that 
it becomes necessary to determine and correct the excess Aggregate 
Contributions of a Highly Compensated Employee whose actual contribution ratio 
is determined under the rules of Code Section 414(q)(6) and this Section 
12.11, the actual contribution ratio shall be reduced as required under 
Section 12.10 and the excess Aggregate Contributions to be forfeited or 
distributed thereby
should be allocated among the Family Members in proportion to the Employer 
Contributions of each Family Member that are combined to determine the actual 
contribution ratio.

12.12  Multiple Use of Alternative Limitation:  The rules set forth in Code 
Section 1.401(m)-2(b) for determination of multiple use of the alternative 
methods of compliance with respect to Sections 12.3(b) and 12.9(b) are hereby 
incorporated into the Plan.  If a multiple use of the alternative limitation 
occurs with respect to two or more plans or arrangements maintained by an 
Employer it shall be treated as an excess Aggregate Contribution and must be 
corrected by reducing the actual contribution ratio of Highly Compensated 
Employees eligible both to make elective contributions to receive matching 
contributions under the 401(k) arrangement or to make contributions under the 
401(m) plan.  Such reduction shall be by the leveling process set forth in 
Section 12.10.

IN WITNESS WHEREOF, the Company has executed these presents as evidenced by 
the signatures of its duly authorized officers, in a number of copies, all of 
which shall constitute but one and the same instrument, which may be 
sufficiently evidenced by any such executed copy hereof, this ______ of 
_____________________, 199__, effective as of July 1, 1994.

[SEAL]                            CSC CREDIT SERVICES, INC.

                                  By _______________________

ATTEST:

____________________

     ACCEPTED AND AGREED TO on _________________, 1995, but effective as of 
July 1, 1995.

                                  CSC ENTERPRISES

                                  By:  CSC Enterprises, Inc.
                                       General Partner

                                  By _______________________
                                      Name:
                                      Title:
ATTEST:

___________________
Exhibit 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in the Registration Statement 
relating to the CSC Credit Services, Inc. Employee Savings Plan of Computer 
Sciences Corporation on Form S-8 of our reports dated May 26, 1995 and 
December 22, 1995, appearing in the Annual Report on Form 10-K of Computer 
Sciences Corporation for the fiscal year ended March 31, 1995, and in the 
Annual Report of Form 11-K of the CSC Credit Services, Inc. Employee Savings 
Plan for the year ended September 30, 1995, respectively, 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