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>
                             MATCHED ASSET 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)    1,500,000      $77.375(2)   $116,062,500.00  $40,021.55
<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 Matched Asset 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 Matched Asset 
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  1994 Amendment and Restatement of Computer Sciences Corporation Matched 
Asset 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 1994 Amendment and 
Restatement of Computer Sciences Corporation Matched Asset 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 Computer Sciences 
Corporation Matched Asset Plan 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
                             MATCHED ASSET 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           1994 Amendment and Restatement of Computer Sciences Corporation
              Matched Asset 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









                      1994 AMENDMENT AND RESTATEMENT OF

                        COMPUTER SCIENCES CORPORATION

                             MATCHED ASSET PLAN








































<PAGE>


                              Table of Contents
<TABLE>
<CAPTION>
Articles                                                          Page(s)
--------                                                          -------
<S>                                                               <C>


ARTICLE 1.

      GENERAL                                                        1
1.1   Plan Name and Purpose                                          1
1.2   Effective Date                                                 1

ARTICLE 2.

      DEFINITIONS                                                    1
2.1   Account or Participant's Accounts                              1
2.2   Affiliated Company                                             2
2.3   Beneficiary                                                    2
2.4   Board of Directors                                             2
2.5   Break in Service                                               2
2.6   Code                                                           2
2.7   Committee                                                      2
2.8   Company                                                        3
2.9   Compensation                                                   3
2.10  Compensation Deferral Contributions                            4
2.11  Distributable Benefit                                          4
2.12  Early Retirement Date                                          4
2.13  Effective Date                                                 4
2.14  Eligibility Date                                               4
2.15  Eligible Employee                                              5
2.16  Employee                                                       5
2.17  Employment Commencement Date                                   6
2.18  ERISA                                                          6
2.19  Excess Aggregate Contribution                                  6
2.20  Excess Contribution                                            6
2.21  Excess Deferral                                                6
2.22  Family Member                                                  6
2.23  Forfeiture Account                                             6
2.24  415 Compensation                                               6
2.25  Highly Compensated Employee                                    7
2.26  Highly Compensated Former Employee                             8
2.27  Highly Compensated Participant                                 8
2.28  Hour of Service                                                8
2.30  Investment Fund                                               10
2.31  Leased Employee                                               10
2.32  Leave of Absence                                              10
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                                                   Page
                                                                   ----
<S>                                                                 <C>
2.33  Matching Contributions                                        10
2.34  Maternity or Paternity Absence                                10
2.35  Non-Elective Contribution                                     11
2.36  Non-Highly Compensated Participant                            11
2.37  Normal Retirement                                             11
2.38  Normal Retirement Age                                         11
2.39  Normal Retirement Date                                        11
2.40  Participant                                                   11
2.41  Participating Employer                                        12
2.42  Period of Severance                                           12
2.43  Plan                                                          12
2.44  Plan Administrator                                            12
2.45  Plan Year                                                     12
2.46  Postponed Retirement Date                                     12
2.47  Prior Plan                                                    12
2.48  Severance                                                     12
2.49  Severance Date                                                12
2.50  Service                                                       12
2.51  Spouse (Surviving Spouse)                                     14
2.52  Stock                                                         14
2.53  Top Paid Group                                                15
2.54  Total and Permanent Disability                                15
2.55  Trust and Trust Fund                                          15
2.56  Trust Agreement                                               16
2.57  Trustee                                                       16
2.58  Valuation Date                                                16
2.59  Vested Interest                                               16
2.60  Year of Service                                               16

ARTICLE 3.

      ELIGIBILITY AND PARTICIPATION                                 16
3.1   Eligibility to Participate                                    16

ARTICLE 4.

      COMPENSATION DEFERRALS                                        17
4.1   Compensation Deferral Agreement                               17
4.2   Modification, Revocation or Termination of Compensation
      Deferral Agreement                                            17
4.3   Amount Subject to Deferral                                    18
4.4   Limitation on Compensation Deferrals by Highly Compensated
      Employees                                                     18
4.5   Provisions for Distribution of Excess Compensation
      Deferrals By Highly Compensated Employees                     21
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                                                   Page
                                                                   ----
<S>                                                                 <C>
4.6   Provisions for Distribution of Annual Compensation
      Deferral Contributions in Excess of the Applicable Limit      22
4.7   Character of Amounts Contributed as Compensation Deferrals    22
4.8   Participant Voluntary Contributions                           23
4.9   Participant Transfer Contributions                            23

ARTICLE 5.

      EMPLOYER CONTRIBUTIONS                                        23
5.1   Amount of Employer Contributions                              23
5.2   Special Limitations on Matching Contributions                 24
5.3   Return of Excess Matching Contributions on Behalf of
      Highly Compensated Employees                                  24
5.4   Irrevocability                                                25

ARTICLE 6.

      TRUSTEE AND TRUST FUND                                        26
6.1   In General                                                    26

ARTICLE 7.

      INVESTMENT FUNDS                                              26
7.1   Investment of Matching Contributions and Retirement Accounts. 26
7.2   Investment of Accounts and Contributions                      28
7.3   Special Investment Rules.                                     29

ARTICLE 8.

      VESTING                                                       29
8.1   Vested Interest in Compensation Deferral Account,
      Retirement Account and Transfer Account                       29
8.2   Vested Interest in Matching Contributions Account             30

ARTICLE 9.

      PAYMENT OF PLAN BENEFITS                                      31
9.1   Distribution Upon Retirement                                  31
9.2   Distribution Upon Death Prior to Payment of Benefits          31
9.3   Distribution Upon Disability Prior to Retirement Date         32
9.4   Severance Prior to Normal Retirement Date                     32
9.5   Forfeitures; Restoration                                      33
9.6   Payment of Distributable Benefit                              33
9.7   Withdrawals                                                   34
9.8   Designation of Beneficiary                                    36
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                                                   Page
                                                                   ----
<S>                                                                 <C>
9.9   Facility of Payment                                           38
9.10  Payee Consent                                                 38
9.11  Additional Requirements for Distribution                      38
9.12  Direct Transfer of Distribution                               39


ARTICLE 10.

      VALUATION OF ACCOUNTS                                         40

ARTICLE 11.

      OPERATION AND ADMINISTRATION OF THE PLAN                      40
11.1  Plan Administration                                           40
11.2  Committee Powers                                              41
11.3  Investment Manager                                            42
11.4  Committee Procedure                                           42
11.5  Compensation of Committee                                     43
11.6  Resignation and Removal of Members                            43
11.7  Appointment of Successors                                     43
11.8  Records                                                       43
11.9  Reliance Upon Documents and Opinions                          43
11.10 Requirement of Proof                                          44
11.11 Reliance on Committee Memorandum                              44
11.12 Multiple Fiduciary Capacity                                   44
11.13 Limitation on Liability                                       44
11.14 Indemnification                                               45
11.15 Bonding                                                       45
11.16 Prohibition Against Certain Actions                           45
11.17 Plan Expenses                                                 46
11.18 Participant Loans                                             46

ARTICLE 12.

      MERGER OF COMPANY; MERGER OF PLAN                             46
12.1  Effect of Reorganization or Transfer of Assets                46
12.2  Merger Restriction                                            47

ARTICLE 13.

      PLAN TERMINATION AND DISCONTINUANCE OF CONTRIBUTIONS          47
13.1  Plan Termination                                              47
13.2  Discontinuance of Contributions                               47
13.3  Rights of Participants                                        48
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                                                   Page
                                                                   ----
<S>                                                                 <C>
13.4  Trustee's Duties on Termination                               48
13.5  Partial Termination                                           49
13.6  Failure to Contribute                                         49





<PAGE>

</TABLE>
<TABLE>
<CAPTION>
                                                                   Page
                                                                   ----
<S>                                                                 <C>
ARTICLE 14.

      APPLICATION FOR BENEFITS                                      49
14.1  Application for Benefits                                      49
14.2  Action on Application                                         49
14.3  Appeals                                                       50

ARTICLE 15.

      LIMITATIONS ON CONTRIBUTIONS                                  51
15.1  General Rule                                                  51
15.2  Annual Additions                                              51
15.3  Other Defined Contribution Plans                              51
15.4  Combined Plan Limitation (Defined Benefit Plan)               52
15.5  Adjustments for Excess Annual Additions                       52
15.6  Disposition of Excess Amounts                                 52
15.7  Affiliated Company                                            52

ARTICLE 16.

      RESTRICTION ON ALIENATION                                     53
16.1  General Restrictions Against Alienation                       53
16.2  Nonconforming Distributions Under Court Order                 53

ARTICLE 17.

      PLAN AMENDMENTS                                               54
17.1  Amendments                                                    54

ARTICLE 18.

      MISCELLANEOUS                                                 55
18.1  No Enlargement of Employee Rights                             55
18.2  Mailing of Payments; Lapsed Benefits                          55
18.3  Addresses                                                     56
18.4  Notices and Communications                                    56
18.5  Reporting and Disclosure                                      57
18.6  Interpretation                                                57
18.7  Withholding for Taxes                                         57
18.8  Limitation on Company, Participating Employer, Committee
      and Trustee Liability                                         57
18.9  Successors and Assigns                                        57
18.10 Counterparts                                                  57
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                                   Page
                                                                   ----
<S>                                                                 <C>
ARTICLE 19.

      TOP-HEAVY PLAN RULES                                          57
19.1  Applicability                                                 58
19.2  Definitions                                                   58
19.3  Top-Heavy Status                                              59
19.4  Minimum Contributions                                         61
19.5  Maximum Annual Addition                                       62
19.6  Vesting Rules                                                 62
19.7  Non-Eligible Employees                                        62

ARTICLE 20.

      ESOP                                                          63
20.1  Retirement and Matching Contribution Accounts                 63
20.2  Exempt Loan                                                   63
20.3  Eligible Participant                                          65

ARTICLE 21.

      ANNUITY REQUIREMENTS                                          65
21.1  Coverage                                                      65
21.2  Qualified Joint and Survivor Annuity                          65
21.3  Qualified Preretirement Survivor Annuity                      65
21.4  Optional Form of Benefit                                      66
21.5  Definitions                                                   66
21.6  Notice Requirements                                           67

</TABLE>



<PAGE>





                                  ARTICLE 1

                                  GENERAL


1.1  Plan Name and Purpose.  The name of this Plan is the "Computer Sciences 
Corporation Matched Asset Plan" (the "Plan").  The purpose of this instrument 
is to amend and restate in its entirety the terms and conditions of the Plan.

This Plan is intended to qualify under Code Section 401(a) and with respect to 
the portion hereof intended to qualify as a qualified cash or deferred 
arrangement, to satisfy the requirements of Code Section 401(k), and with 
respect to the portion intended to qualify as an employee stock ownership 
plan, to satisfy the requirements of Code Section 4975(e)(7).

1.2  Effective Date.  The original effective date of the Plan was February 1, 
1967. The effective date of this amendment and restatement is January 1, 1989, 
except as otherwise expressly provided herein.

Except as expressly stated to the contrary herein, the provisions of this 
instrument amending and restating the Plan are not intended to enlarge the 
rights of any Participant whose employment for the Company and all Affiliated 
Companies terminated prior to January 1, 1989, and all questions relating to 
the rights of any Participant who terminated prior to January 1, 1989 shall be 
determined in accordance with the Plan provisions in effect at such 
termination unless the clear meaning of the language of this Plan document 
indicates a different intent.

                                  ARTICLE 2

                                 DEFINITIONS

2.1  Account or Participant's Accounts.  The following Plan accounts 
maintained by the Committee for each Participant:

    (a)  "Compensation Deferral Account" shall mean the account established 
and maintained for a Participant to record amounts held in the Trust Fund 
which are attributable to Compensation Deferral Contributions made by a 
Participating Employer on behalf of such Participant in accordance with 
Section 5.1(a)(i) hereof.

    (b)  "Matching Contributions Account" shall mean the account established 
and maintained for a Participant to record amounts held in the Trust Fund 
which are attributable to Matching Contributions made by a Participating 
Employer on behalf of such Participant in accordance with Section 5.1(a)(ii) 
hereof.

    (c)  "Retirement Account" shall mean the account established and 
maintained for a Participant to record amounts held in the Trust Fund which 
are attributable solely to a Participating Employer contributions on behalf of 
such Participant for Plan Years ending prior to January 1, 1987.

    (d)  "Transfer Account" shall mean the account established and maintained 
for a Participant to record amounts held in the Trust Fund which are 
attributable to Participant transfer contributions under Section 4.9 hereof.

2.2  Affiliated Company.  

    (a)  Any corporation that is included in a controlled group of 
corporations, within the meaning of Section 414(b) of the Code, that includes 
the Company,

    (b)  Any trade or business (whether or not incorporated) that is under 
common control with the Company within the meaning of Section 414(c) of the 
Code,

    (c)  Any member of an affiliated service group, within the meaning of 
Section 414(m) of the Code, that includes the Company, and

    (d)  Any other entity required to be aggregated with the Company pursuant 
to regulations under Section 414(o) of the Code.

2.3  Beneficiary.  The person or persons last designated by a Participant as 
set forth in Section 9.8 or, if there is no designated Beneficiary or 
surviving Beneficiary, the person or persons designated in Section 9.8 to 
receive the Distributable Benefit of a deceased Participant in such event.

2.4  Board of Directors.  The Board of Directors of Computer Sciences 
Corporation or the Executive Committee of the Board of Directors (if duly 
authorized to act for and in place of the Board of Directors with respect to 
the Plan).

2.5  Break in Service.  With respect to any Employee, a twelve consecutive 
month Period of Severance provided, however, that for the sole purpose of 
determining whether a Break in Service has occurred, the Severance Date of an 
Employee who is absent from Service on account of a Maternity or Paternity 
Absence beyond the first anniversary of the first date of absence shall be the 
second anniversary of the first date of such absence.  The period between the 
first and second anniversaries of the commencement of such 


<PAGE>

Maternity or Paternity Absence shall be neither a Period of Service nor a 
Period of Severance.

2.6  Code.  The Internal Revenue Code of 1986 as amended from time to time.

2.7  Committee.  The Committee described in Article 11 hereof.  

2.8  Company.  Computer Sciences Corporation.

2.9  Compensation.  Base compensation plus any compensation under a formal 
sales incentive plan paid by a Participating Employer for a Plan Year by 
reason of services performed by a Participant, but shall not include overtime, 
bonuses or any other special pay.  Determination of "Compensation" shall be 
subject to the following special rules:

    (a)  Amounts deducted pursuant to authorization by a Participant or 
pursuant to requirements of law (including amounts of Compensation deferred in 
accordance with the provisions of Section 5.1(a)(i) and which qualify for 
treatment under Code Section 401(k) and amounts of Compensation deducted under 
a plan which satisfies the requirements of Section 125 of the Code) shall be 
included in "Compensation," except as specifically provided to the contrary 
elsewhere in this Plan;

    (b)  All other fringe benefits, and contributions by a Participating 
Employer to and benefits under any employee benefit plan shall not be included 
in Compensation;

    (c)  Amounts paid or payable by reason of services performed during any 
period in which an Eligible Employee is not a Participant under this Plan 
shall not be included in Compensation;

    (d)  Amounts not included in a Participant's gross income for his current 
taxable year pursuant to deferred compensation plans (other than amounts 
described in (a) above) shall not be included in Compensation;

    (e)  Amounts included in any Participant's gross income with respect to 
life insurance as provided by Code Section 79 shall not be included in 
Compensation;

    (f)  Compensation in excess of $200,000 shall be disregarded except that 
such amount shall be adjusted at the same time and in the same manner as 
permitted under Code Section 415(d).  In applying this limitation, the family 
group of a Highly Compensated Participant who is subject to the Family Member 
aggregation rules of Code Section 414(q)(6) because such 


<PAGE>

Participant is either a "five percent owner" (as defined in Code Section 
416(i)) of the Company or one of the ten (10) Highly Compensated Employees 
paid the greatest "415 Compensation" during the year, shall be treated as a 
single Participant, except that for this purpose Family Members shall include 
only the affected Participant's spouse and any lineal descendants who have not 
attained age nineteen (19) before the close of the year.  If, as a result of 
the application of such rules the adjusted $200,000 limitation is exceeded, 
then the limitation shall be prorated among the affected Family Members in 
proportion to each such Family Member's Compensation prior to the application 
of this limitation.

In addition to other applicable limitations set forth in the Plan, and 
notwithstanding any other provision of the Plan to the contrary, for Plan 
Years beginning on or after January 1, 1994, the annual Compensation of each 
Participant taken into account under the Plan shall not exceed the OBRA '93 
annual compensation limit.  The OBRA '93 compensation limit is $150,000, as 
adjusted by the Commissioner for increases in the cost of living in accordance 
with Code Section 401(a)(17)(B).  The cost of living adjustment in effect for 
a calendar year applies to any periods, not exceeding 12 months, over which 
Compensation is determined (determination period) beginning in such calendar 
year.  If a determination period consists of fewer than 12 months, the OBRA 
'93 annual compensation limit will be multiplied by a fraction, the numerator 
of which is the number of months in the determination period, and the 
denominator of which is 12.  

For Plan Years beginning on or after January 1, 1994, any reference in this 
Plan to the limitation under Code Section 401(a)(17) shall mean the OBRA '93 
annual compensation limit set forth in this provision.

If Compensation for any prior determination period is taken into account in 
determining a Participant's benefit accruing in the current Plan Year, the 
Compensation for that prior determination is subject to the OBRA '93 annual 
compensation limit in effect for that prior determination period.  For this 
purpose, for determination periods beginning before the first day of the first 
Plan Year beginning on or after January 1, 1994, the OBRA '93 annual 
compensation limit is $150,000.

2.10  Compensation Deferral Contributions.  Contributions described in Section 
5.1(a)(i).

2.11  Distributable Benefit.  The Vested Interest of a Participant in this 
Plan which is determined and distributable to the Participant, in accordance 
with the provisions of Articles 8 and 9, upon the Participant's Severance.

2.12  Early Retirement Date.  The first day of the month that coincides with 
or next follows the date the Participant incurs a Severance after attaining at 
least age fifty-five (55).


<PAGE>



2.13  Effective Date.  With respect to this Amended and Restated Plan, January 
1, 1989, subject, however, to the provisions of Section 1.2; with respect to 
the Plan, February 1, 1967.

2.14  Eligibility Date.  The first day of the payroll period coinciding with 
or next following the date an Eligible Employee satisfies the eligibility and 
participation requirements as provided in 
Article 3.

2.15  Eligible Employee.

    (a)  Any Employee of a Participating Employer, except as noted in 
subsection (b) below.

    (b)  The term "Eligible Employee" does not include:

      (i)   Any Employee who is covered by a collective bargaining agreement 
to which a Participating Employer is a party if there is evidence that 
retirement benefits were the subject of good faith bargaining between the 
Participating Employer and the collective bargaining representative, unless 
the collective bargaining agreement provides for coverage under this Plan.

      (ii)  Any Employee who is a "Leased Employee" as defined in Section 2.31

      (iii) Any Employee who is classified as an independent contractor by a 
Participating Employer without regard to whether the remuneration to such 
person is reported on a Form W-2 or Form 1099.

      (iv)  Any Employee who is a nonresident alien and who receives no earned 
income (within the meaning of section 911(d)(2) of the Code) from a 
Participating Employer which constitutes income from sources within the United 
States (within the meaning of section 861(a)(3) of the Code).

2.16  Employee.

    (a)  Each person currently employed in any capacity by the Company or an 
Affiliated Company, any portion of whose Compensation paid by the Company or 
an Affiliated Company is subject to withholding of income tax and/or for whom 
Social Security contributions are made by the Company or an Affiliated 
Company, or would be subject to such withholding or contributions if such 
compensation were paid to a resident of the United States.


<PAGE>



    (b)  "Employee" shall also include a person deemed to be employed by the 
Company or an Affiliated Company, pursuant to Code Section 414(n).

    (c)  Although Eligible Employees are the only class of Employees eligible 
to participate in this Plan, the term "Employee" is used to refer to persons 
employed in a non-Eligible Employee capacity as well as an Eligible Employee 
category.  Thus, those provisions of this Plan that are not limited to 
Eligible Employees, such as those relating to certain Service rules, apply to 
both Eligible and non-Eligible Employees.

2.17  Employment Commencement Date. 

    (a)  The date on which an Employee first performs an Hour of Service in 
any capacity for the Company or an Affiliated Company with respect to which 
the Employee is compensated or is entitled to compensation by the Company or 
the Affiliated Company.

    (b)  In the case of an Employee who incurs a Severance and who is 
reemployed by the Company or an Affiliated Company, the term "Employment 
Commencement Date" shall mean either "Employment Commencement Date" as defined 
in (a) above or, if the Participant incurs a Break in Service, the first day 
following the Severance on which the Employee performs an Hour of Service for 
the Company or an Affiliated Company with respect to which he is compensated 
or entitled to compensation by the Company or Affiliated Company.

2.18  ERISA.  The Employee Retirement Income Security Act of 1974, as amended 
from time to time.

2.19  Excess Aggregate Contribution.  The excess of the aggregate amount of 
the Compensation Deferral Contributions, Matching Contributions and 
Forfeitures allocated to a Highly Compensated Employee for a Plan Year over 
the maximum amount allowed by Code Section 401(m)(2)(A).

2.20  Excess Contribution.  The excess of the Compensation Deferral 
Contributions made on behalf of a Highly Compensated Employee for a Plan Year 
over the maximum amount of such Contributions permitted under Section 4.4.

2.21  Excess Deferral.  The excess of Compensation Deferral Contributions 
actually made on behalf of a Participant for a calendar year over the dollar 
limitation provided for in Code Section 402(g) applicable to such year.

2.22  Family Member.  An Employee's spouse, lineal descendants and ascendants 
and the spouses of such lineal ascendants and descendants.


<PAGE>



2.23  Forfeiture Account.  The account established and maintained for purposes 
of holding any portion of a Participant's Matching Contributions Account that 
is forfeited by the Participant in accordance with Section 9.5.

2.24  415 Compensation.  Total wages within the meaning of Code Section 
3401(a) (for purposes of income tax withholding at the source) and for which 
the employer is required to furnish the employee a written statement under 
Code Section 6041(d) and 6051(a)(3), but determined without regard to any 
rules that limit the remuneration included in wages based on the nature or 
location of the employment or the services performed (such as the exception 
for agricultural labor in Code Section 3401(a)(2)). 

2.25  Highly Compensated Employee.  An Employee described in Code Section 
414(q) and the Regulations thereunder, and generally means an Employee who 
performed services for the Company or Affiliated Company during the 
"determination year" and is in one or more of the following groups:

    (a)  Employees who at any time during the "determination year" or "look-
back year" were "five percent owners".

    (b)  Employees who received Includable Compensation during the "look-back 
year" from the Company or an Affiliated Company in excess of $75,000 (such 
$75,000 amount shall be adjusted at the same time and in the same manner as 
permitted under Section 415(d) of the Code).

    (c)  Employees who received Includable Compensation during the "look-back 
year" from the Company or an Affiliated Company in excess of $50,000 and were 
in the Top Paid Group of Employees for the Plan Year (such $50,000 amount 
shall be adjusted at the same time and in the same manner as permitted under 
Section 415(d) of the Code).

    (d)  Employees who during the "look-back year" were officers of the 
Company (as that term is defined within the meaning of the Regulations under 
Code Section 416) or an Affiliated Company and received Includable 
Compensation during the "look-back year" from the Company or an Affiliated 
Company greater than 50 percent of the limit in effect under Code Section 
415(b)(1)(A) for any such Plan Year.  The number of officers shall be limited 
to the lesser of (i) 50 employees; or (ii) the greater of three employees or 
10 percent of all employees.  For the purpose of determining the number of 
officers, Employees described in Section 2.53(a), (b), (c), and (d) shall be 
excluded, but such Employees shall still be considered for the purpose of 
identifying the particular Employees who are officers.  If the Company or an 
Affiliated Company does not have at least one officer whose annual Includable 
Compensation is in excess of 50 percent of the Code Section 415(b)(1)(A) 
limit, then the highest paid officer of the Company or an Affiliated Company 
will be treated as a Highly Compensated Employee.


<PAGE>



    (e)  Employees who are in the group consisting of the 100 Employees paid 
the greatest Includable Compensation during the "determination year" and are 
also described in (b), (c) or (d) above when these paragraphs are modified to 
substitute "determination year" for "look-back year".

The "look-back year" shall be the calendar year ending with or within the Plan 
Year for which testing is being performed, and the "determination year" (if 
applicable) shall be the period of time, if any, which extends beyond the 
"look-back year" and ends on the last day of the Plan Year for which testing 
is being performed (the "lag period").  If the "lag period" is less than 12 
months long, the dollar threshold amounts specified in (b), (c) and (d) above 
shall be prorated based upon the number of months in the "lag period".

The dollar threshold amounts specified in (b) and (c) above shall be adjusted 
at such time and in such manner as is provided in Regulations.  In the case of 
such an adjustment, the dollar limits which shall be applied are those for the 
calendar year in which the "determination year" or "look-back year" begins.

In determining who is a Highly Compensated Employee, Employees who are non-
resident aliens and who received no earned income (within the meaning of Code 
Section 911(d)(2)) from the Company or an Affiliated Company constituting 
United States source income within the meaning of Code Section 861(a)(3) shall 
not be treated as Employees.  Additionally, Leased Employees within the 
meaning of Code Sections 414(n)(2) and 414(o)(2) shall be considered Employees 
unless such Leased Employees are covered by a plan described in Code Section 
414(n)(5) and are not covered in any qualified plan maintained by the Company 
or an Affiliated Company.  The exclusion of Leased Employees for this purpose 
shall be applied on a uniform and consistent basis for all of the Company's or 
Affiliated Companies retirement plans.  Highly Compensated Former Employees 
shall be treated as Highly Compensated Employees without regard to whether 
they performed services during the "determination year".

2.26  Highly Compensated Former Employee.  A former Employee who had a 
separation year prior to the "determination year" and was a Highly Compensated 
Employee in the year of separation from service or in any "determination year" 
after attaining age 55.  Notwithstanding the foregoing, an Employee who 
separated from service prior to 1987 will be treated as a Highly Compensated 
Former Employee only if during the separation year (or year preceding the 
separation year) or any year after the Employee attains age 55 (or the last 
year ending before the Employee's 55th birthday), the Employee received 415 
Compensation in excess of $50,000 or was a "five percent owner".  For purposes 
of this Section, "determination year" and "five percent owner" shall be 
determined in accordance with Section 2.25.  Highly Compensated Former 
Employees shall be treated as Highly Compensated Employees.  The method set 
forth in this Section for determining who is a Highly Compensated Former 
Employee shall be applied on a uniform and consistent basis for all purposes 
for which the Code Section 414(q) definition is applicable.


<PAGE>



2.27  Highly Compensated Participant.  Any Highly Compensated Employee who is 
a Participant in the Plan.

2.28  Hour of Service.  In the case of a part-time, casual or temporary 
Employee:

    (a)  Hour of Service shall mean the following:

      (i)   Each hour for which the Employee is paid by the Company or an 
Affiliated Company or entitled to payment for the performance of services as 
an Employee.  For purposes of this Section 2.28, overtime work shall be 
credited as straight time.

      (ii)  Each hour in or attributable to a period of time during which the 
Employee performs no duties (irrespective of whether he has terminated his 
employment) due to a vacation, holiday, illness, incapacity (including 
pregnancy or disability), layoff, jury duty or military duty for which he is 
paid or entitled to payment, whether direct or indirect.  However, no such 
hours shall be credited to an Employee if such Employee is directly or 
indirectly paid or entitled to payment for such hours and if such payment or 
entitlement is made or due under a plan maintained solely for the purpose of 
complying with applicable worker's compensation, unemployment compensation or 
disability insurance laws or is a payment which solely reimburses the Employee 
for medical or medically related expenses incurred by him.

      (iii) Each hour in or attributable to a period of time during which the 
Employee performs no duties due to service in the Armed Forces of the United 
States (other than by voluntary enlistment or commission), provided that such 
Employee's duties for the Company or an Affiliated Company are resumed within 
the minimum time limits permitted under federal law after release from the 
Armed Forces.  With respect to any such unpaid absence as set forth in this 
Paragraph (iii), an Employee shall be deemed to complete Hours of Service at 
his customary work schedule prior to the commencement of such absence.

      (iv)  Each hour for which the Employee is entitled to back pay, 
irrespective of mitigation of damages, whether awarded or agreed to by the 
Company or an Affiliated Company, provided that such Employee has not 
previously been credited with an Hour of Service with respect to such hour 
under Paragraphs (i) or (ii) above.

    (b)  Hours of Service under Paragraphs (ii) and (iv) above shall be 
calculated in accordance with Department of Labor Regulation 29 C.F.R. Section 
2530.200b-2 (b).  Hours of Service shall be credited to the appropriate 
computation


<PAGE>

period according to Department of Labor Regulation Section 2530.200b-2(c). 
However, an Employee will not be considered as being entitled to payment until 
the date when the Company or the Affiliated Company would normally make 
payment to the Employee for such Hour of Service.

    (c)  Unless expressly provided to the contrary by the Board of Directors, 
an Employee shall not be credited with Hours of Service for periods of 
employment with an Affiliated Company prior to the date on which an entity 
becomes an Affiliated Company, or part of an Affiliated Company.  Also, in the 
discretion of the Board of Directors, an Employee may receive Hours of Service 
credit for a period of employment for another entity where the Company is a 
successor contractor under a contract held by such other entity.

2.29  Includable Compensation.  415 Compensation plus the amounts that would 
otherwise be excluded from a Participant's gross income by reason of the 
application of Code Sections 125, 402(e)(3) and 402(h)(1)(B).

2.30  Investment Fund.  The Computer Sciences Corporation Stock Fund, and any 
of the separate Investment Funds established by the Committee which may be 
made available by the Committee from time to time for selection by 
Participants for purposes of the investment of amounts contributed to this 
Plan, as provided in Section 7.2.

2.31  Leased Employee.  Any person (other than an Employee of the recipient) 
who pursuant to an agreement between the recipient and any other person 
("leasing organization") has performed services for the recipient (or for the 
recipient and related persons determined in accordance with Code Section 
414(n)(6)) on a substantially full time basis for a period of at least one 
year, and such services are of a type historically performed by employees in 
the business field of the recipient employer.  Contributions or benefits 
provided a Leased Employee by the leasing organization which are attributable 
to services performed for the recipient employer shall be treated as provided 
by the recipient employer.  A Leased Employee shall not be considered an 
Employee of the recipient if:

    (a)  such employee is covered by a money purchase pension plan providing:

      (i)   a non-integrated employer contribution rate of at least ten 
percent of Includable Compensation;

      (ii)  immediate participation; and

      (iii) full and immediate vesting.

    (b)  Leased Employees do not constitute more than 20% of the recipient's 
Non-Highly Compensated Employees.


<PAGE>


2.32  Leave of Absence.  Any absence without pay authorized by the 
Participating Employer under its standard personnel practices.  All persons 
under similar circumstances shall be treated alike in the granting of such 
Leaves of Absence.

2.33  Matching Contributions.  Participating Employer contributions described 
in Section 5.1(a)(ii).

2.34  Maternity or Paternity Absence.  An absence from work for any period for 
any of the following reasons:

    (a)  The pregnancy of the Employee,

    (b)  The birth of a child of the Employee,

    (c)  The placement of a child with the Employee in connection with the 
adoption of the child by the Employee, or

    (d)  For purposes of caring for the child for a period beginning 
immediately following the birth or placement referred to in subparagraphs (b) 
or (c) above.

Notwithstanding the foregoing, a period of absence shall be treated as a 
Maternity or Paternity Absence only if the Employee claims that such absence 
qualifies as a Maternity or Paternity Absence and furnishes such proof and 
information regarding such absence as the Committee reasonably requires.

A Maternity or Paternity Absence shall be recognized solely for purposes of 
determining whether or not an Employee has incurred a Break in Service.  
Accordingly, such a Maternity or Paternity Absence shall not result in an 
accrual of Service for purposes of the benefit accrual provisions of this 
Plan.

2.35  Non-Elective Contribution.  The Participating Employer's contributions 
to the Plan excluding, however, contributions made pursuant to the 
Participant's Compensation deferral agreement provided for in Section 4.1 and 
any Qualified Non-Elective Contribution.

2.36  Non-Highly Compensated Participant. Any Participant who is neither a 
Highly Compensated Employee nor a Family Member.

2.37  Normal Retirement.  A Participant's termination of employment on or 
after attaining the Plan's Normal Retirement Date (other than by reason of 
death or Total and Permanent Disability).  

2.38  Normal Retirement Age.  Sixty-five (65).


<PAGE>



2.39  Normal Retirement Date.  The first day of the month which coincides with 
or next follows the date the Participant attains Normal Retirement Age.

2.40  Participant.  An Eligible Employee who is entitled to participate in the 
Plan.  If a Participant is transferred from one Participating Employer to 
another Participating Employer, he shall automatically become a Participant 
under the Plan with such other Participating Employer if he continues to be an 
Eligible Employee; further, he shall continue to be a Participant with respect 
to his benefits accrued at the date of-transfer during the period that he is a 
Participant under the Plan with such Participating Employer.  If a Participant 
becomes represented by a collective bargaining agent or is included in a 
collective bargaining unit, and thereby becomes ineligible to continue to make 
Compensation Deferral Contributions because he is no longer an Eligible 
Employee, he shall continue to be a Participant with respect to his benefits 
accrued to the date of his change of status during the period of his 
subsequent Service.

2.41  Participating Employer. 

    (a)  Computer Sciences Corporation, and

    (b)  any Affiliated Company which the Board of Directors has designated as 
a Participating Employer with respect to this Plan and related Trust.  
Attached hereto as Schedule A is a list of the Affiliated Companies that are 
designated a Participating Employer.

2.42  Period of Severance.  The period of time commencing on an Employee's 
Severance Date and ending on the Employee's Employment Commencement Date, if 
any, following thereafter.

2.43  Plan.  The Computer Sciences Corporation Matched Asset Plan as set forth 
herein, and as it may be amended from time to the.

2.44  Plan Administrator.  The administrator of the Plan, within the meaning 
of Section 3(16)(A) of ERISA.  The Plan Administrator shall be Computer 
Sciences Corporation.

2.45  Plan Year.  The twelve month period beginning each January 1 and ending 
on the following December 31.

2.46  Postponed Retirement Date.  The first day of the month following the 
month in which a Participant terminates employment after his normal Retirement 
Date.

2.47  Prior Plan.  The Computer Sciences Corporation Employee Stock Purchase 
Plan," as in effect prior to January 1, 1987.


<PAGE>



2.48  Severance.  The termination of an Employee's employment, in any 
capacity, with the Company and Affiliated Companies, by reason of such 
Employee's death, resignation, dismissal or otherwise.  For the purposes of 
this Plan, an Employee shall be deemed to have incurred a Severance on the 
date on which he dies, resigns, is discharged, or his employment with the 
Company and its Affiliated Companies otherwise terminates (including a failure 
to return to work on or before the date on which he is scheduled to return to 
work after the termination of a Leave of Absence, which failure shall be 
deemed to constitute a termination of employment as of such date of scheduled 
return).

2.49  Severance Date.  In the case of any Employee who incurs a Severance, the 
day on which such Employee is deemed to have incurred said Severance, 
determined in accordance with the provisions of Section 2.48.

2.50  Service.  With respect to any regular full-time Employee, the Service of 
such Employee, determined in accordance with the following rules:

    (a)  An Employee shall receive Service credit for the elapsed period of 
time between each Employment Commencement Date of such Employee and the 
Severance Date which immediately follows said Employment Commencement Date.  
By way of illustration of the foregoing general rule, and not in limitation 
thereof, an Employee shall receive Service credit for any period of authorized 
Leave of Absence (until such Employee incurs a Severance (if any) during such 
authorized Leave of Absence), including any leave for service in the United 
States armed forces as may be required pursuant to applicable federal law, 
including any provision of such law requiring that such Employee on military 
leave apply for reemployment and/or be rehired by the Company following his 
military duty.  An Employee who is absent from work on an authorized Leave of 
Absence shall be deemed to have incurred a Severance (if any) as of the date 
specified in Section 2.48 hereinabove.

    (b)  An Employee shall also receive Service credit for periods between a 
Severance and a subsequent Employment Commencement Date in accordance with the 
following rules:

      (i)   If an Employee incurs a Severance by reason of a quit, discharge 
or retirement (other than a Severance occurring during an approved Leave of 
Absence, as provided in Section 2.50(b)(ii)), and such Employee is thereafter 
reemployed by the Company or an Affiliated Company prior to his incurring a 
Break in Service, he shall receive Service credit for the period commencing 
with his Severance Date and ending with his Employment Commencement Date 
following thereafter; and

      (ii)  If an Employee is on an approved Leave of Absence and then incurs 
a Severance by reason of a quit, discharge or retirement during such Leave of 
Absence, and such Employee is thereafter reemployed by the Company or an 
Affiliated Company within twelve (12) months of the date on 


<PAGE>

which he discontinued active employment and commenced such Leave, he shall 
receive Service credit for the period commencing with the date on which he was 
first absent from employment and ending with his Employment Commencement Date 
following thereafter.

      (iii) Other than as expressly set forth above in this Section 2.50, an 
Employee shall receive no Service credit with respect to periods between a 
Severance Date and a subsequent Employment Commencement Date.

      (iv)  Periods of Maternity or Paternity Absence shall be included in a 
period of Service for purposes of computing Vested Interests under Section 
8.2.

    (c)  In the case of any Employee who incurs a Break in Service and who, 
immediately preceding such Break, did not have any Vested Interest under this 
Plan, if his Period of Severance giving rise to such Break equals or exceeds 
his Parity Period, as defined below, then such period of Service prior to said 
Break in Service shall not be taken into account under this Plan.  Such 
Service credit accrued before such Break shall be deemed not to include any 
period of Service not required to be taken into account under this Section 
2.50 by reason of any prior Break in Service. For purposes of this Section 
2.50(c), the term Parity Period shall mean:

      (i)   For Plan Years commencing before January 1, 1985, the 
Participant's Service credit accrued prior to the Period of Severance giving 
rise to said Break;

      (ii)  For Plan Years commencing after December 31, 1984, the greater of 
(A) five (5) Years of Service, or (B) the Period described in Section 
2.50(c)(i) above.

Service credit accrued before a Break in Service shall be deemed not to 
include any period or Periods of Service not required to be taken into account 
under this Section 2.50(c) or under the terms of the Plan as in effect prior 
to January 1, 1985 by reason of any prior Break in Service.

    (d)  An Employee shall be credited with Service with respect to a period 
of employment with an Affiliated Company, but only to the extent that such 
period of employment would be so credited under the foregoing rules set forth 
in this Section 2.50 had such Employee been employed during such period by a 
Participating Employer.  Notwithstanding the foregoing, unless provided by the 
Board of Directors, or unless otherwise expressly stated in this Plan, such an 
Employee shall not receive such Service credit for any period of employment 
with an Affiliated Company prior to such entity becoming or becoming a part 
of, an Affiliated 


<PAGE>

Company.  Also, in the discretion of the Board of Directors, an Employee may 
receive Service credit for a period of employment for another entity where the 
Company is the successor contractor under a contract held by such other 
entity.

2.51  Spouse (Surviving Spouse).  The person to whom a Participant is legally 
married, provided that a former spouse will be treated as the Spouse or 
Surviving Spouse and a current Spouse will not be treated as a Spouse or 
Surviving Spouse to the extent provided under a qualified domestic relations 
order as described in Section 414(p) of the Code.

2.52  Stock.  Common stock of Computer Sciences Corporation and shares of 
stock of Computer Sciences Corporation or of another corporation for which 
such common stock shall be exchanged, whether through reorganization, 
recapitalization, stock split-up, combination of shares, merger, consolidation 
or other change in the corporate stock structure.

2.53  Top Paid Group.  The top 20 percent of Employees who performed services 
for the Company or an Affiliated Company during the applicable year, ranked 
according to the amount of Includable Compensation received from the Company 
or an Affiliated Company during such year.  Leased Employees within the 
meaning of Code Sections 414(n)(2) and 414(o)(2) shall be considered Employees 
unless such Leased Employees are covered by a plan described in Code Section 
414(n)(5) and are not covered in any qualified plan maintained by the Company 
or an Affiliated Company.  Employees who are non-resident aliens and who 
received no earned income (within the meaning of Code Section 911(d)(2) from 
the Company or an Affiliated Company constituting United States source income 
within the meaning of Code Section 861(a)(3) shall not be treated as 
Employees.  Additionally, for the purpose of determining the number of active 
Employees in any year, the following additional Employees shall also be 
excluded; however, such Employees shall still be considered for the purpose of 
identifying the particular Employees in the Top Paid Group:

    (a)  Employees with less than six (6) months of service;

    (b)  Employees who normally work less than 17-1/2 hours per week;

    (c)  Employees who normally work less than six 6 months during a year; and 

    (d)  Employees who have not yet attained age 21.

In addition, if 90 percent or more of the Employees of the Company or an 
Affiliated Company are covered under agreements the Secretary of Labor finds 
to be collective bargaining agreements between Employee representatives and 
the Company or an Affiliated Company and the Plan covers only Employees who 
are not covered under such 


<PAGE>

agreements, then Employees covered by such agreements shall be excluded from 
both the total number of active Employees as well as from the identification 
of particular Employees in the Top Paid Group.

The foregoing exclusions set forth in this Section shall be applied on a 
uniform and consistent basis for all purposes for which the Code Section 
414(q) definition is applicable.

2.54  Total and Permanent Disability.  An individual shall be considered to be 
suffering from a Total and Permanent Disability if the Committee determines 
that he is unable to engage in any substantial gainful activity by reason of 
any medically determinable physical or mental impairment.  An individual's 
disabled status shall be determined in the sole discretion of the Committee, 
based on such evidence as the Committee determines to be sufficient.

2.55  Trust and Trust Fund.  The assets of the trust established under the 
Trust Agreement pursuant to Article 6.

2.56  Trust Agreement.  The one or more agreements entered into between the 
Company and a Trustee in accordance with the provisions of Article 6 for the 
purpose of holding contributions and earnings under this Plan.

2.57  Trustee.  Any successor or other corporation or person or persons acting 
as a trustee of the Trust Fund.

2.58  Valuation Date.  The last business day of each calendar month, as of 
which the fair market value of each Investment Fund and of Participants' 
Accounts shall be determined.  The Committee may in its discretion adopt a 
daily Valuation Date for all Accounts.

2.59  Vested Interest.  That portion of the interest of a Participant in his 
Accounts which is at all times fully vested and nonforfeitable.

2.60  Year of Service.  "Year of Service" for a regular full-time Employee, 
shall mean for all purposes of this Plan, three hundred sixty-five (365) days 
of Service.  "Year of Service" for a part-time, casual or temporary Employee, 
shall mean for purposes of eligibility to participate in this Plan, the 
completion of 1,000 Hours of Service during a 12 consecutive month period.  
Such period shall initially begin on an Employee's Employment Commencement 
Date.  If such Employee does not complete 1,000 Hours of Service within that 
initial 12 consecutive month period, subsequent 12 consecutive month periods 
shall commence with the first Plan Year which commences prior to the first 
anniversary of the Employee's Employment Commencement Date.  For purposes of 
determining the Vested Interest of a part-time, casual or temporary Employee, 
Years of Service shall be calculated in the same manner as it is for a regular 
full-time Employee.


<PAGE>



                                  ARTICLE 3

                        ELIGIBILITY AND PARTICIPATION

3.1  Eligibility to Participate.


    (a)  A regular fulltime Eligible Employee under age 40 shall become 
eligible to participate in this Plan on an Eligibility Date coinciding with or 
next following the later of (i) the date he attains age 21, or (ii) the first 
anniversary of the Employee's Employment Commencement Date.

    (b)  A regular fulltime Eligible Employee age 40 or older shall become 
eligible to participate in this Plan on an Eligibility Date coinciding with or 
next following the later of (i) his Employment Commencement Date, or (ii) the 
date he attains age 40.

    (c)  A part-time, casual or temporary Eligible Employee under age 40 shall 
become eligible to participate in this Plan on an Eligibility Date coinciding 
with or next following the later of (i) the date he attains age 21, or (ii) 
the first anniversary of his Employment Commencement Date provided that by 
such first anniversary the Eligible Employee shall have completed a Year of 
Service. If an Eligible Employee does not complete a Year of Service by his or 
her first anniversary, a Year of Service shall thereafter be calculated on a 
calendar year basis, beginning with the first January 1 occurring after the 
Employee's Employment Commencement Date.  A part-time, casual or temporary 
Eligible Employee age 40 or older shall be eligible to participate in this 
Plan on the Eligibility Date coinciding with or next following the later of 
the date he attains age 40, or (ii) the first anniversary of his Employment 
Commencement Date.

    (d)  If an Eligible Employee ceases to be an Eligible Employee he shall 
again become eligible to participate in the Plan on the date he again becomes 
an Eligible Employee.

                                  ARTICLE 4

                           COMPENSATION DEFERRALS

4.1  Compensation Deferral Agreement.

    (a)  Each Eligible Employee who desires to have Compensation Deferral 
Contributions made on his behalf shall enter into a Compensation deferral 
agreement with his Participating Employer to have a percentage of his 
Compensation deferred for each payroll period for which such Compensation 
deferral agreement is in effect.  Such percentage shall be a whole percentage 
of Compensation up to the 


<PAGE>

maximum permissible dollar amount under the Plan. The Participating Employer 
shall make Compensation Deferral Contributions on behalf of the Participant in 
accordance with Section 5.1(a)(i).

    (b)  The Compensation deferral agreement shall remain in effect throughout 
that Plan Year and all subsequent Plan Years until such agreement is modified, 
revoked or terminated, pursuant to Section 4.2, or the Participant ceases to 
be an Eligible Employee.  A Compensation deferral agreement shall be made in 
such form and manner as the Committee shall prescribe or approve.

4.2  Modification, Revocation or Termination of Compensation Deferral 
Agreement.

    (a)  A Participant may change the percentage of his Compensation Deferral 
Contributions once during a calendar quarter as of the first day of any 
payroll period, by delivering to the Committee his written notice of such 
change at least thirty (30) days before the effective date of the change.

    (b)  A Participant may revoke his Compensation deferral agreement as of 
the first day of any payroll period by delivering to the Committee his written 
notice of such revocation at least thirty (30) days before the first day of 
the payroll period.  A revocation shall remain in effect throughout that Plan 
Year and all subsequent Plan Years until the Participant enters into a new 
Compensation deferral agreement with his Employer pursuant to Section 4.1.  A 
Participant who revokes his Compensation deferral agreement may not resume 
Compensation deferrals before the first payroll period beginning at least 
three (3) full calendar months following the effective date of the revocation.

    (c)  A Participant's Compensation deferral agreement shall automatically 
terminate if he ceases to be an Eligible Employee.  If he again becomes an 
Eligible Employee and desires to again defer a portion of his Compensation, it 
shall be his responsibility to enter into a new Compensation deferral 
agreement in order to resume Compensation deferrals.

    (d)  The Committee may prescribe such rules as it deems necessary or 
appropriate regarding the modification, revocation or termination of a 
Participant's Compensation deferral agreement.

    (e)  It shall be the responsibility of an Eligible Employee who elects 
Compensation Deferral Contributions to be made to this Plan to verify that the 
amounts of Compensation deferrals are in accordance with his Compensation 
deferral agreement, and investment of such deferrals is in accordance with his 
investment designations.

4.3  Amount Subject to Deferral.


<PAGE>


    (a)  No Participant shall be permitted to make Compensation Deferral 
Contributions in any calendar year in excess of $7,000, or such greater amount 
as may be determined from time to time by the Secretary of the Treasury 
pursuant to Code Section 402(g)(5).  In the event a Participant's Compensation 
Deferral Contributions exceed the $7,000 limitation or such greater amount as 
determined in the previous sentence for any calendar year for any reason, such 
excess contributions and any income allocable thereto shall be returned to the 
Participant, as provided in Section 4.6.

    (b)  The Committee may prescribe such rules as it deems necessary or 
appropriate regarding deferrals under Section 4.1(a), including rules 
regarding the maximum amount that a Participant may defer under Section 4.1(a) 
and the timing of a deferral election. These rules shall apply to all 
Employees eligible to enter into a Compensation deferral agreement described 
in Section 4.1, except to the extent that the Committee prescribes special or 
more stringent rules applicable only to Highly Compensated Employees.

4.4  Limitation on Compensation Deferrals by Highly Compensated Employees.  
With respect to each Plan Year, Compensation Deferral Contributions by Highly 
Compensated Employees under the Plan for the Plan Year shall not exceed the 
limitations on contributions by or on behalf of Highly Compensated Employees 
under Section 401(k) of the Code, as provided in this Section.  In the event 
that Compensation Deferral Contributions under this Plan by or on behalf of 
Highly Compensated Employees for any Plan Year exceed the limitations of this 
Section for any reason, such excess contributions and any income allocable 
thereto shall be returned to the Participant, as provided in Section 4.5.

    (a)  The Compensation Deferral Contributions by a Participant who is a 
Highly Compensated Employee for a Plan Year shall satisfy one of the following 
tests:

      (i)   The "Actual Deferral Percentage" for Eligible Employees who are 
Highly Compensated Employees shall not be more than the "Actual Deferral 
Percentage" of all other Eligible Employees multiplied by 1.25, or

      (ii)  The excess of the "Actual Deferral Percentage" for Eligible 
Employees who are Highly Compensated Employees over the "Actual Deferral 
Percentage" for all other Eligible Employees shall not be more than two 
percentage points, and the "Actual Deferral Percentage" for "Highly 
Compensated Employees" shall not be more than the "Actual Deferral Percentage" 
of all other Eligible Employees multiplied by 2.00.  The use of the 
alternative method by a Highly Compensated Employee may be subject to certain 
"multiple use" restrictions as set forth in Treasury Regulation Section 
1.401(m)-(2), the provisions of which are hereby incorporated by reference.


<PAGE>



    (b)  For the purposes of this Article 4, "Actual Deferral Percentage" 
means, with respect to Eligible Employees who are Highly Compensated Employees 
and all other Eligible Employees for a Plan Year, the average of the ratios, 
calculated separately for each Employee in such group, of the amount of 
Compensation Deferral Contributions under the Plan on behalf of each Employee 
for such Plan Year to such Employee's Includable Compensation for such Plan 
Year.  

    (c)  In the event that as of the last day of a Plan Year this Plan 
satisfies the requirements of Section 401(a)(4) or 410(b) of the Code only if 
aggregated with one or more other Plans which include arrangements under Code 
Section 401(k), then this Section 4.4 shall be applied by determining the 
Actual Deferral Percentages of Eligible Employees as if all such plans were a 
single plan.

    (d)  For the purposes of this Section, the Actual Deferral Percentage for 
any Highly Compensated Employee who is a Participant under two or more Code 
Section 401(k) arrangements of the Company or an Affiliated Company shall be 
determined by taking into account the Highly Compensated Employee's 
Compensation under each such arrangement and contributions under each such 
arrangement which qualify for treatment under Code Section 401(k).

    (e)  For the purpose of determining the Actual Deferral Percentage of a 
Highly Compensated Employee who is subject to the "family member" aggregation 
rules of Code Section 414(q)(6) because such Participant is either a "five 
percent owner" of the Company or one of the ten (10) Highly Compensated 
Employees paid the greatest Includable Compensation during the year, the 
following shall apply:

      (i)   The combined Actual Deferral Percentage for the family group 
(which shall be treated as one Highly Compensated Employee) shall be 
determined by aggregating Compensation Deferral Contributions and Compensation 
of all eligible family members (including Highly Compensated Employees).  In 
applying the $200,000 (or $150,000 as the case may be) limit to Includable 
Compensation, family members shall include only the affected Employee's spouse 
and any lineal descendants who have not attained age 19 before the close of 
the Plan Year.

      (ii)  The Compensation Deferral Contributions and Compensation of all 
family members shall be disregarded for purposes of determining the Actual 
Deferral Percentage of the Non-Highly Compensated Participant group except to 
the extent taken into account in paragraph (i) above.

      (iii) If a Participant is required to be aggregated as a member of more 
than one family group in a plan, all Participants who are 


<PAGE>

members of those family groups that include the Participant are aggregated as 
one family group in accordance with paragraphs (i) and (ii) above.

    (f)  For purposes of this Section, the amount of Compensation Deferral 
Contributions by a Participant who is not a Highly Compensated Employee for a 
Plan Year shall be reduced by any Compensation Deferral Contributions in 
excess of $7,000 (as adjusted upward by the Secretary of Treasury) which have 
been distributed to the Participant under Section 4.6, in accordance with 
regulations prescribed by the Secretary of the Treasury under Section 401(k) 
of the Code.

    (g)  The determination and treatment of Compensation Deferral 
Contributions and the Actual Deferral Percentage of any Participant shall 
satisfy such other requirements as may be prescribed by the Secretary of the 
Treasury.

4.5  Provisions for Distribution of Excess Compensation Deferrals By Highly 
Compensated Employees.  The Committee shall determine, as soon as is 
reasonably possible following the close of each Plan Year, the extent, if any, 
to which the Compensation Deferral Contributions by Highly Compensated 
Employees do not satisfy one of the tests set forth in Section 4.4.  If Excess 
Compensation Deferral Contributions exist, the Committee shall on or before 
the fifteenth day of the third month following the end of the Plan Year, 
distribute the excess portion of the Compensation Deferral Contributions to 
the Highly Compensated Employee having the highest actual deferral ratio until 
one of the tests set forth in Section 4.4 is satisfied, or until his actual 
deferral ratio equals the actual deferral ratio of the Highly Compensated 
Employee having the second highest actual deferral ratio.  This process shall 
continue until one of the tests set forth in Section 4.4 is satisfied.  For 
each Highly Compensated Employee, the amount of Excess Contributions is equal 
to the Compensation Deferral Contributions on behalf of such Highly 
Compensated Employee (determined prior to the application of this paragraph) 
minus the amount determined by multiplying the Highly Compensated Employee's 
actual deferral ratio (determined after application of this paragraph) by his 
Compensation.  However, in determining the amount of Excess Contributions to 
be distributed and/or recharacterized with respect to an affected Highly 
Compensated Employee as determined herein, such amount shall be reduced by any 
Excess Deferred Compensation previously distributed to such affected Highly 
Compensated Employee for his taxable year ending with or within such Plan 
Year.

    (a)  With respect to the distribution of Excess Contributions such 
distribution:

      (i)   may be postponed but not later than the close of the Plan Year 
following the Plan Year to which they are allocable;

      (ii)  shall be adjusted for income; and


<PAGE>



      (iii) shall be designated by the Committee as a distribution of Excess 
Contributions (and Income).

    (b)  Any distribution of less than the entire amount of Excess 
Contributions shall be treated as a pro rata distribution of Excess 
Contributions and income.

    (c)  If the determination and correction of Excess Contributions is that 
of a Highly Compensated Employee whose actual deferral ratio is determined 
under the family aggregation rules, then the actual deferral ratio shall be 
reduced as required herein, and the Excess Contributions for the family unit 
shall be allocated among the family members in proportion of the Compensation 
Deferral Contributions of each family member that were combined to determine 
the group actual deferral ratio.  Notwithstanding the foregoing, with respect 
to Plan Years beginning prior to January 1, 1990, compliance with the 
Regulations then in effect shall be deemed to be compliance with this 
paragraph.

4.6  Provisions for Distribution of Annual Compensation Deferral Contributions 
in Excess of the Applicable Limit.

    (a)  In the event that the Compensation Deferral Contributions by a 
Participant under this Plan and "elective deferrals" (as defined in Treasury 
Regulations Section 1.402(g)-1(b)) under all other plans, contracts, or 
arrangements of the Employer shall exceed the "applicable limit" (as defined 
in Treasury regulation Section 1.402(g)-1(d)) for the Participant's taxable 
year, then such excess Compensation Deferral Contributions shall be 
distributed to the Participant (after withholding applicable federal, state 
and local income taxes due on such amounts) on or before the first April 15 
following the close of the calendar year in which such excess contribution is 
made; provided, however, if there is a loss allocable to the excess 
Compensation Deferral Contribution, the amount distributed shall be the excess 
contribution amount adjusted to reflect such loss.  Income or loss shall be 
allocated to the Excess Compensation Deferral Contribution by the same method 
used to allocate income or loss to Participants' Accounts.  The Committee 
shall not be liable to any Participant (or his Beneficiary, if applicable) for 
any losses caused by incorrectly estimating the amount of any Participant's 
Compensation Deferral Contributions in excess of the limitations of this 
Article 4 and any income allocable to such excess.

    (b)  On or before March 1, a Participant may submit a claim to the 
Committee in which he certifies in writing the specific amount of his 
Compensation Deferral Contributions for the preceding calendar year which, 
when added to amounts deferred for such calendar year under other plans or 
arrangements described in Sections 401(k), 408(k) or 403(b) of the Code, will 
cause the Participant to exceed the "applicable limit" for the calendar year 
in which the deferral occurred.  Notwithstanding the amount of the 
Participant's Compensation Deferral 


<PAGE>

Contributions under the Plan for such preceding calendar year, the Committee 
shall treat the amount specified by the Participant in his claim as a 
Compensation Deferral Contribution in excess of the "applicable limit" for 
such calendar year and return such excess, as adjusted for any income or loss 
allocable thereto, to the Participant as provided in (a) above.

    (c)  Any excess Compensation Deferral Contributions shall be treated as 
Annual Additions under Article 15 for the Plan Year for which the excess 
Compensation Deferral Contributions were made unless such excess is 
distributed to a Participant in accordance with this Section.

4.7  Character of Amounts Contributed as Compensation Deferrals.  Amounts 
deferred pursuant to the Compensation deferral agreement described above in 
Section 4.1 (and which qualify for treatment under Code Section 401(k) and are 
contributed to the Trust Fund pursuant to Article 6) shall be treated, for 
federal and state income tax purposes, as Employer contributions.

4.8  Participant Voluntary Contributions.  A Participant shall not be 
permitted to make any voluntary after-tax contributions to the Plan.

4.9  Participant Transfer Contributions.  Effective as of a Participant's 
Eligibility Date, or such later date as may be determined by the Committee, 
the account, if any, of such Participant then held in trust under another plan 
that satisfies the requirements of Code Section 401(a), or in an individual 
retirement account which is attributable solely to a rollover contribution 
within the meaning of Code Section 408(d)(3), may be transferred to this Plan 
and credited to the Participant's Transfer Account in accordance with rules 
which the Committee shall prescribe from time to time; provided, however, the 
Committee determines that the continued qualification of this Plan would not 
be adversely affected by such transfer.  In the case of a transfer to this 
Plan of a Participant's account under a Plan of an Affiliated Company, such 
transfer shall be made directly from the trustee of the plan of such 
Affiliated Company to the Trustee of this Plan.  Any amount transferred in 
accordance with this Section 4.9 shall not be subject to distribution to the 
Participant except as expressly provided under the terms of this Plan.

                                  ARTICLE 5

                           EMPLOYER CONTRIBUTIONS

5.1  Amount of Employer Contributions.

    (a)  Subject to the requirements and restrictions of this Article 5 and 
Articles 6 and 15 an Employer shall make contributions to the Plan as follows:

      (i)   As of the last day of each calendar month, the Employer shall make 
a Compensation Deferral Contribution on behalf of a Participant equal to the 
amount of Compensation deferred by the Participant for each payroll period 
ending within such calendar month pursuant to the Compensation deferral 
agreement described in Section 4.1 hereunder, provided such Compensation 
Deferral Contribution qualifies for tax treatment under Code Section 401(k).  
The Compensation Deferral Contribution on behalf of the Participant for each 
payroll period ending within the calendar month shall be paid to the Trustee 
prior to the end of the calendar month next following the calendar month to 
which the Compensation Deferral Contribution applies, and in no event later 
than thirty (30) days following the close of the Plan Year to which it 
applies.

      (ii)  As of the last day of each calendar month, the Employer shall make 
a Matching Contribution on behalf of a Participant in an amount equal to fifty 
percent (50%) of the first three Percent (3%) of the Compensation Deferral 
Contribution on behalf of the Participant for each payroll period ending 
within such calendar month, provided the Participant's Compensation Deferral 
Contribution qualifies for tax treatment under Code Section 401(k).  Matching 
Contributions shall be paid to the Trustee prior to the end of the calendar 
month next following the calendar month to which the Matching Contribution 
applies.

    (b)  In no event shall contributions made under Section 5.1(a)(ii) above 
for any Plan Year be made later than the time prescribed by law for the 
deduction of such contribution for purposes of the Employer's Federal income 
tax, as determined by the applicable provisions of the Code.


5.2  Special Limitations on Matching Contributions.  With respect to each Plan 
Year, Matching Contributions under the Plan for the Plan Year shall not exceed 
the "actual contribution percentage" test of Code Section 401(m)(2).  In the 
event that Matching Contributions under this Plan on behalf of Highly 
Compensated Employees for any Plan Year exceed the "actual contribution 
percentage" test of Code Section 401(m)(2) for any reason, such excess 
Matching Contributions and any income allocable thereto shall be disposed of 
in accordance with Section 5.3.  The provisions of Code Sections 401(m)(2) and 
401(m)(9) and Regulation Sections 1.401(m)-1(b) and 1.401(m)-2 are hereby 
incorporated by reference.

5.3  Return of Excess Matching Contributions on Behalf of Highly Compensated 
Employees.

    (a)  The Committee shall determine, as soon as is reasonably possible 
following the close of the Plan Year, the extent (if any) to which Matching 
Contributions on behalf of Highly Compensated Employees may cause the Plan to 
exceed the limitations of Section 5.2 for such Plan Year.  If, pursuant to the 
determination by the Committee, Matching Contributions on behalf of a Highly 


<PAGE>

Compensated Employee may cause the Plan to exceed such limitations, then the 
Committee shall take the following steps:

      (i)   First, any excess Matching Contributions on behalf of Highly 
Compensated Employee shall be forfeited, to the extent forfeitable under the 
Plan.  Amounts of excess Matching Contributions forfeited by Highly 
Compensated Employees under this Section shall be applied to the maximum 
extent practicable, to reduce the Employer's Matching Contribution for the 
Plan Year for which the excess Matching Contribution was made and succeeding 
Plan Years, as necessary.

      (ii)  If any excess remains after the provisions of (i) above are 
applied, any excess Matching Contributions which are non-forfeitable under the 
Plan, and any income allocable thereto, shall be distributed to the Highly 
Compensated Employee (after withholding applicable federal, state and local 
income taxes due on such amount) within two and one-half (2-1/2) months 
following the close of the Plan Year for which the excess Matching 
Contribution was made, but in no event later than the end of the first Plan 
Year following the Plan Year for which the excess Matching Contribution was 
made, notwithstanding any other provision in this Plan.

    (b)  For purposes of this Section, the amount of any excess Matching 
Contributions on behalf of a Highly Compensated Employee for a preceding Plan 
Year under Section 5.2, and any income or loss allocable to any excess 
Matching Contributions, shall be determined by the Committee in accordance 
with Section 4.6(a)  The Committee shall not be liable to any Highly 
Compensated Employee (or his Beneficiary, if applicable) for any losses caused 
by incorrectly estimating the amount of any excess Matching Contributions on 
behalf of a Highly Compensated Employee and the earnings attributable to such 
excess.

    (c)  Any excess Matching Contribution forfeited by or distributed to a 
Highly Compensated Employee in accordance with this Section shall be treated 
as an Annual Addition under Article 15 for the Plan Year for which the excess 
contribution was made.  In addition, any forfeited amount reallocated to the 
account of another Participant shall be treated as an Annual Addition with 
respect to such Participant.

5.4  Irrevocability.  An Employer shall have no right or title to, nor 
interest in, the contributions made to the Trust Fund, and no part of the 
Trust Fund shall revert to an Employer except that on and after the Effective 
Date funds may be returned to the Employer as follows:


<PAGE>



    (a)  In the event the Employer shall make an excessive contribution under 
a mistake of fact pursuant to ERISA Section 403(c)(2)(A), the Employer may 
demand repayment of such excessive contribution at any time within one (1) 
year following the time of payment and the Trustees shall return such amount 
to the Employer within the one (1) year period.  Earnings of the Plan 
attributable to the excess contributions may not be returned to the Employer 
but any losses attributable thereto must reduce the amount so returned.

    (b)  Any contribution by the Employer to the Trust Fund is conditioned 
upon the deductibility of the Contribution by the Employer under the Code, 
and, to the extent any such deduction is disallowed, the Employer may, within 
one (1) year following the disallowance of the deduction, demand repayment of 
such disallowed contribution and the Trustee shall return such contribution 
within one (1) year following the disallowance.  Earnings of the Plan 
attributable to the excess contribution may not be returned to the Employer, 
but any losses attributable thereto must reduce the amount so returned.



                                  ARTICLE 6

                            TRUSTEE AND TRUST FUND

6.1  In General.  The Company has entered into a Trust Agreement with a 
Trustee creating the Trust Fund. Such Trust Agreement provides for the 
administration of the Trust Fund by the Trustee.  The Trust Fund shall be 
invested in accordance with provisions of the Plan and Trust Agreement and 
shall be held-in trust for the exclusive benefit of Participants or their 
Beneficiaries.  The Committee, may, without further reference to or action by 
any Participant, from time to time (i) enter into such further agreements with 
the Trustee or other parties and make such amendments to the Trust Agreement 
or said further agreements as it may deem necessary or desirable to carry out 
the Plan, (ii) designate a successor Trustee or successor Trustees and (iii) 
take such other steps and execute such other instruments as it may deem 
necessary or desirable to carry out the provisions thereof.


                                  ARTICLE 7

                               INVESTMENT FUNDS

7.1  Investment of Matching Contributions and Retirement Accounts.  Except as 
provided in Section 7.1(l), Matching Contributions and Retirement Accounts 
shall be invested in the Computer Sciences Corporation Stock Fund, subject to 
a Participant's right to transfer amounts to another Investment Fund pursuant 
to the provisions of Section 


<PAGE>

7.3 and 20.3(a). Investments in the Computer Sciences Corporation Stock Fund 
shall be subject to the following special rules:

    (a)  The Trustee shall promptly invest Matching Contributions paid into 
the Trust Fund, together with interest, dividends and other income and cash 
receipts of the Computer Sciences Corporation Stock Fund, in Computer Sciences 
Corporation Stock.  Notwithstanding the foregoing, the Trustee may defer 
investment of Matching Contributions, interest, dividends and other cash 
receipts in such Computer Sciences Corporation Stock for a reasonable period 
following the date of receipt by the Trustee of each such item if such action 
is deemed by it to be in the best interest of the Participants.  The Trustee 
may sell any such Computer Sciences Corporation Stock and defer reinvestment 
of the proceeds therefrom for a reasonable period following the date of such 
sale if such action is deemed by it to be in the best interests of the 
Participants.

    (b)  During the period that investment or reinvestment of funds in such 
Computer Sciences Corporation Stock is deferred, the Trustee may invest such 
funds in one or more interest bearing savings accounts of a bank, in one or 
more accounts in an insured savings and loan association, in time certificates 
of deposit (including those issued by the Trustee bank), in bankers' 
acceptances (including those accepted by the Trustee bank), in other short-
term investment grade obligations issued by the United States, any State 
thereof, any political subdivision of the United States or any State thereof, 
or any commercial entity (including the Trustee bank) other than the Company, 
or in units of the Trustee bank's qualified commingled fund as may be selected 
by the Committee, in which event, a Declaration of Trust therefor is hereby 
made a part hereof as if set forth at length herein, and money of the Trust so 
invested in said fund shall be held and administered by the Trustee bank, as 
Trustee, strictly in accordance with the terms of and under the power granted 
in said Declaration of Trust, as it may be amended from time to time.

    (c)  Stock shall be purchased or sold by the Trustee (i) on a national 
securities exchange, (ii) from or to the Employer, or (iii) elsewhere, as the 
Committee may direct.  If any purchases or sales are made other than on a 
national securities exchange, the price shall in the case of a purchase be no 
more than, or in the case of a sale be no less than, the closing quotation on 
the date of such purchase or sale of such Stock on the national securities 
exchange upon which the Stock is traded, adjusted for brokerage fees, 
commission and other handling charges.  Subject to Committee direction, the 
Trustee may exercise or sell any options, rights or warrants which entitle the 
Trustee to subscribe to or purchase Stock.  If any sales are made other than 
on a national securities exchange, the price shall be no less than the closing 
quotation on the date of such sale for such options, rights or warrants, 
adjusted for brokerage fees, commissions and other handling charges.


<PAGE>



    (d)  The voting or proxy or other rights with respect to such Stock shall 
be passed through to Participants as provided in this Section.  Each 
Participant shall be entitled to direct the Trustee as to the manner in which 
Stock then allocated to his or her account(s) will be voted.  Such directions 
may be achieved through the use of proxy or similar statements delivered to 
the Participants with respect to the Stock allocated to their accounts.

    (e)  In the case of any allocated Stock with respect to which Participants 
are entitled to issue directions pursuant to the foregoing and for which such 
directions are not received by the Trustee, the Committee shall in its 
discretion, direct the Trustee as to the manner in which such Stock shall be 
voted.

    (f)  In the case of any allocated Stock with respect to which Participants 
are not entitled to issue directions pursuant to the foregoing, and with 
respect to all unallocated Stock, the Committee shall, in its sole discretion, 
direct the Trustee as to the manner in which such Stock shall be voted.

    (g)  In the event that no Stock voting rights are required by law or the 
terms of the Plan to be passed through to Participants, the Stock shall be 
voted by the Trustee as directed by the Committee.

    (h)  Directions under this provision as to the manner in which Stock shall 
be voted shall be certified to the Trustee by the Committee or any agent 
designated thereby, provided such directions are received by the Trustee at 
least five (5) days before the date set for the meeting at which the shares 
are to be voted.  The Committee shall provide any information requested by the 
Trustee that is necessary or convenient in connection with obtaining and 
preserving the confidentiality of the Participant's directions.

    (i)  In the case of a tender or exchange offer, the Trustee shall tender 
whole shares of Stock allocated to the accounts of Participants only as and to 
the extent instructed by such Participants.  If the Trustee shall not receive 
instructions from a Participant regarding any such tender or exchange offer 
for such Stock, the Trustee shall take no action with respect thereto.

    (j)  The Employer shall be solely responsible to provide the Participants 
on a timely basis all such offering materials, information, notifications, 
requests and other materials as may be necessary or desirable in the exercise 
of the authority reserved to the participants and the Trustee shall have no 
responsibility with respect to any communication or the absence of timeliness 
thereof.

    (k)  Stock shall be valued on the basis of the closing quotation for 
shares of Stock on the national securities exchange upon which such Stock is 
then traded.  The value of such Stock, and the fair market value of other 
assets in the Stock Fund, shall be determined by the Trustee based upon such 
sources of 


<PAGE>

information as it may deem reliable including, but not limited to, information 
reported in (1) newspapers of general circulation, (2) standard financial 
periodicals or publications, (3) statistical and valuation services, (4) the 
records of securities exchanges, investment managers or brokerage firms deemed 
by the Trustee to be reliable, or any combination thereof.

    (l)  The Matching Contributions and Retirement Account of a Participant 
who is an employee of a joint venture in which a Participating Employee has 
less than an 80% interest in capital or profits shall not be invested in the 
Computer Sciences Stock Fund, but instead shall be subject to the investment 
provisions of Section 7.2.

7.2  Investment of Accounts and Contributions.  In accordance with rules of 
uniform application which the Committee may from time to time adopt and 
subject to any limitations set forth in this Article 7, each Participant shall 
have the right to designate one or more of the Investment Funds established by 
the Committee for the investment of his Compensation Deferral Contributions 
Account and his Transfer Account under the Plan (and in the case of an 
"Eligible Participant," as defined in Section 7.3(a) or 20.3(a) and a 
Participant described in Section 7.1(l), his Matching Contributions Account 
and Retirement Account) as made available by the Committee, in accordance with 
the following rules:

    (a)  Investment of Accounts in an Investment Fund shall be in such amounts 
or percentages as the Committee shall prescribe from time to time.

    (b)  With at least 30 days written notice to the Committee, a Participant 
may, (i) make a designation with respect to the amount standing to his credit 
in. such Accounts effective as of the last business day of any calendar 
quarter; and (ii) make a designation with respect to future Compensation 
Deferral Contributions (but not as to Matching Contributions) effective as of 
the first day of any payroll period that coincides with or immediately follows 
the first day of a calendar quarter.

    (c)  Investment Funds may, from time to time, hold cash or cash equivalent 
investments (including interests in any fund maintained by the Trustee as 
provided in the Trust Agreement) resulting from investment transactions 
relating to the property of said Fund; provided, however, that neither the 
Committee, the Company, the Employer, the Trustee or any other person shall 
have any duty or responsibility to cause such Funds to be held in cash or cash 
equivalent investments for investment purposes.  In the case of any Investment 
Fund under the management and control of an Investment Manager appointed by 
the Committee in accordance with Section 11.3, neither the Committee, the 
Company, the Employer, the Trustee, nor any other person shall have any 
responsibility or liability for investment decisions made by such Investment 
Manager.

7.3  Special Investment Rules.

    (a)  Notwithstanding the provisions of Section 7.1, an "Eligible 
Participant," as defined in Section 20.3, may designate any one or more of the 
Investment Funds for the investment of his Matching Contributions Account or 
Retirement Account in accordance with the rules described in Section 7.2. 

    (b)  If payment of a Participant's Distributable Benefit cannot be made 
within 120 days following his Severance Date, the Committee, in its sole 
discretion, may direct that such Participant's Accounts not invested in an 
income-oriented Investment Fund as of such Severance Date be transferred to 
such an Investment Fund, effective as of the last day of a calendar quarter, 
and held in such Fund until payment can be made.  The Committee may at its 
sole discretion charge such a Participant's Accounts with a pro rata share of 
any administrative expenses incurred in connection with the continuing 
maintenance of such Accounts.


                                  ARTICLE 8

                                  VESTING

8.1  Vested Interest in Compensation Deferral Account, Retirement Account and 
Transfer Account.  Each Participant shall at all times have one hundred 
percent (100%) Vested Interest in the value of his Compensation Deferral 
Account, Retirement Account and Transfer Account under the Plan.

8.2  Vested Interest in Matching Contributions Account.

    (a)  The Vested Interest of each Participant in the value of his Matching 
Contributions Account shall be determined in accordance with the following 
provisions:

      (i)   Twenty-five percent (25%) when he has completed two (2) full Years 
of Service and twenty-five percent (25%) for each additional full Year of 
Service, as provided in the following table:

<TABLE>
<CAPTION>
          Number of Full Years          Vested Interest in
               of Service          Matching Contributions Account
          <S>                      <C>
                  1                           0
                  2                          25
                  3                          50
                  4                          75
              5 or more                     100
</TABLE>


<PAGE>



Fractional Years of Service shall not be taken into account.

      (ii)  One hundred percent 100% upon attainment of Normal Retirement Age 
while employed by the Employer, or an Affiliated Company or upon an earlier 
Severance by reason of death or Total and Permanent Disability.

    (b)  Notwithstanding the above, any Years of Service completed by a 
Participant after he incurs at least five (5) consecutive Breaks in Service 
shall not be taken into account for purposes of determining his Vested 
Interest in the value of his matching Contributions Account prior to such 
Breaks in Service.

    (c)  If the vesting schedule under the Plan is amended or if the Plan is 
amended in any way that directly or indirectly affects the computation of a 
Participant's Vested Interest, each Participant who has completed at least 
three (3) Years of Service may elect, within a reasonable time after the 
adoption of the amendment, to continue to have his Vested Interest computed 
under the Plan without regard to such amendment.  The period during which the 
election may be made shall commence with the date the amendment is adopted and 
shall end on the latest of:  (i) 60 days after the amendment is adopted; (ii) 
60 days after the amendment is effective; or (iii) 60 days after the 
Participant is issued written notice of the amendment.



                                  ARTICLE 9

                          PAYMENT OF PLAN BENEFITS

9.1  Distribution Upon Retirement.

    (a)  A Participant may retire from the employment of the Company on his 
Early Retirement Date or his Normal Retirement Date.  If the Participant 
continues in the service of the Company beyond his Normal Retirement Date, he 
shall continue to participate in the Plan in the same manner as Participants 
who have not reached their Normal Retirement Dates.  At the Participant's 
Severance on his Postponed Retirement Date, his Distributable Benefit shall be 
based upon the Vested Interest of his Accounts as of the applicable Valuation 
Date.  After a Participant has reached his Normal Retirement Date, any 
Severance (other than by reason of death or Total and Permanent Disability) 
shall be deemed a Normal Retirement.


<PAGE>



    (b)  Subject to the provisions of Section 9.4, upon a Participant's 
Severance on or after his Early Retirement Date or Normal Retirement Date such 
Participant shall be entitled to a distribution of his Distributable Benefit 
as provided in Section 9.6 within ninety (90) days after receipt by the 
Committee of all required documentation, but in no event later than the 
sixtieth day after the later of the close of the Plan Year in which occurs the 
Severance, or the close of the Plan Year in which the Participant attains 
Normal Retirement Age unless such Participant consents to a later 
distribution.

    (c)  Distribution to a Participant shall be made not later than April 1 of 
the year following the calendar year in which the Participant attains age 70-
1/2, whether or not such Participant has incurred a Severance.

    (d)  All distributions under this Plan must be made in accordance with the 
regulations under Code Section 401(a)(9), including the incidental death 
benefit of Code Section 401(a)(9)(G).  Furthermore, the provisions of this 
Article 9 reflecting Code Section 401(a)(9) override any other distribution 
options in the Plan inconsistent with Code Section 401(a)(9).

9.2  Distribution Upon Death Prior to Payment of Benefits.

    (a)  Upon the death of a Participant prior to the payment of his 
Distributable Benefit, the Committee shall direct the Trustee to make a 
distribution of such Distributable Benefit as provided in Section 9.6 to the 
Beneficiary designated by the deceased Participant, or otherwise entitled to 
such Distributable Benefit, as provided in Section 9.8.

    (b)  Distribution of a Participant's Distributable Benefit shall be made 
within ninety (90) days after all facts required by the Committee to be 
established as a condition of payment shall have been established to the 
satisfaction of the Committee, but in any event within the maximum time period 
allowed by Code Section 401(a)(9).

9.3  Distribution Upon Disability Prior to Retirement Date.

    (a)  Upon the Severance of a Participant as a result of Total and 
Permanent Disability, which shall be certified by a physician designated by 
the Committee, if the Committee so requests, his Distributable Benefit shall 
be distributed to him as provided in Section 9.6.

    (b)  Distribution to a disabled Participant shall be made within ninety 
(90) days after all facts required by the Committee to be established as a 
condition of payment shall have been established to the satisfaction of the 
Committee.


<PAGE>



9.4  Severance Prior to Normal Retirement Date.

    (a)  If a Participant incurs a Severance prior to his Normal Retirement 
Date for any reason other than Total and Permanent Disability or death, his 
Distributable Benefit shall be paid in a lump sum as provided in Section 9.6 
as soon as practicable following the Participant's attainment of Normal 
Retirement Age; provided, however, that in no event shall such distribution be 
later than sixty (60) days after the close of the Plan Year in which the 
Participant attains Normal Retirement Age.  If the Participant does not have a 
100% Vested Interest in his Matching Contributions Account as of his Severance 
Date, the portion of such Participant's Account which is not vested as of such 
Severance Date shall be held in such Account, subject to forfeiture in 
accordance with Section 9.5.

    (b)  Payment of a Participant's Distributable Benefit under this Section 
9.4 may be made in a lump sum as provided in Section 9.6 before the 
Participant's attainment of Normal Retirement Age within ninety (90) days 
after receipt by the Committee of all required documentation (but in no event 
later than sixty (60) days after the close of the Plan Year in which the 
Participant attains Normal Retirement Age) as follows:

      (i)   In the case of a Participant whose Distributable Benefit exceeds 
$3,500, if the Participant elects in writing to payment of such Distributable 
Benefit, and the Spouse of such Participant consents in writing to the 
payment, or 

      (ii)  In the case of a Participant whose Distributable Benefit does not 
exceed $3,500, without such Participant's election or Spouse's consent.

    (c)  Notwithstanding the foregoing, if a Participant ceases to be an 
Employee by reason of a transaction described in Code Section 401(k)(2)(B)(i) 
(III) or (IV), such Participant shall be entitled to distribution of his 
Distributable Benefit as if, for purposes of this Plan only, such event 
constitutes a Severance.

9.5  Forfeitures; Restoration.

    (a)  Subject to the provisions of subsection (c) below, any non-vested 
portion of a Participant's Matching Contributions Account shall be forfeited 
as of the earlier of the date the Participant's Distributable Benefit is paid 
to him as provided in Section 9.4, or the date the Participant incurs five (5) 
consecutive Breaks in Service.

    (b)  Any non-vested portion of a Participant's Matching Contributions 
Account which is forfeited in accordance with (a) above shall be credited to 
the Forfeiture Account and shall be applied to reduce future Matching 
Contributions 


<PAGE>

by the Company or to restore amounts previously forfeited, as provided in (c) 
below, and shall not otherwise be repaid to or recovered by the Company.

    (c)  In accordance with such rules as the Committee may prescribe, there 
shall be restored to the Participant's credit in his Matching Contributions 
Account a number of shares of Stock equal in value to the dollar value of any 
non-vested portion of a Participant's Matching Contributions Account which was 
forfeited upon payment of the Participant's Distributable Benefit in 
accordance with Section 9.4(b)(i) prior to the date on which he incurs five 
(5) consecutive Breaks in Service; provided, however, that such restoration 
shall be made only in the case of the Participant's reemployment as an 
Employee prior to incurring five (5) consecutive Breaks in Service.  The 
determination of the dollar value of the forfeited portion of the 
Participant's Matching Contributions Account required to be restored to the 
Participant, shall be made as of the Valuation Date the Participant's Accounts 
were valued for purposes of determining his Distributable Benefit, as provided 
in Article 10. No adjustment in the dollar value of the forfeited amounts 
shall be made for any gains or losses of any Investment Fund, including the 
Computer Sciences Corporation Stock Fund, between the applicable Valuation 
Date and the restoration of the dollar value of the forfeited portion of the 
Participant's Matching Contributions Account.

9.6  Payment of Distributable Benefit.  If a Participant has a Transfer 
Account that has received amounts directly from another qualified plan that 
provides for an annuity form of distribution, such Transfer Account shall be 
distributed in accordance with Article 21.  Payment of a Participant s 
Distributable Benefit reflecting the Participant's interest in the Computer 
Sciences Corporation Stock Fund shall be made in shares of Stock (together 
with cash in lieu of any fractional share).  Unless a Participant specifically 
requests that his Distributable Benefit attributable to Investment Funds other 
than the Computer Sciences Corporation Stock Fund be made in Stock, such 
portion of his Distributable Benefit shall be made in cash.  The payment of a 
Participant's Distributable Benefit in Stock (other than the portion of the 
distribution representing the Participant's interest in the Computer Sciences 
Corporation Stock Fund) shall consist of a number of shares of Stock equal to 
the number of shares of Stock which can be purchased with the dollar value of 
the Participant's Distributable Benefit (other than the portion of the 
distribution representing the Participant's interest in the Computer Sciences 
Corporation Stock Fund), such value to be determined as of the appropriate 
Valuation Date determined under Article 10.

9.7  Withdrawals.

    (a)  Hardship Distributions.  While still an Employee, a Participant may, 
upon at least thirty (30) days written notice to the Committee, obtain a 
distribution of his total Compensation Deferral Contributions (less any amount 
of Compensation Deferral Contributions previously withdrawn) if the Committee 
finds after considering the request by such Participant, that the distribution 
is necessary 


<PAGE>

to relieve a "hardship" of the Participant.  A distribution is made on account 
of "hardship" only if the distribution both is made on account of an immediate 
and heavy financial need of the Employee and is necessary to satisfy the 
financial need.

      (i)   The existence of an immediate and heavy financial shall be  
determined based upon all relevant facts and circumstances.  A financial need 
may be immediate and heavy even if it was reasonably foreseeable or 
voluntarily incurred by the Employee.  

      (ii)  A distribution is not treated as necessary to satisfy an immediate 
and heavy financial need of an Employee to the extent the amount of the 
distribution is in excess of the amount required to relieve the financial need 
or to the extent the need may be satisfied from other resources that are 
reasonably available to the Employee, including reasonably available assets of 
the Employee's spouse and minor children.  This determination is to be made on 
the basis of all available facts and circumstances.  A distribution may 
include any amount necessary to pay any federal, state, or local income taxes 
or penalties reasonably anticipated to result from the distribution.  A 
distribution generally may be treated as necessary to satisfy a financial need 
if the Committee relies upon the Employee's written representation, unless the 
Committee has actual knowledge to the contrary, that the need cannot be 
relieved:

        (A)  Through reimbursement or compensation by insurance or otherwise;

        (B)  By liquidation of the Employee's assets;

        (C)  By cessation of elective contributions or Employee contributions 
under the Plan; or

        (D)  By other distributions or nontaxable (at the time of the loan) 
loans from plans maintained by the Company or by any other employer, or by 
borrowing from commercial sources on reasonable commercial terms, in an amount 
sufficient to satisfy the need.

For purposes of this determination, a need cannot reasonably be relieved by 
one of the actions listed above if the effect would be to increase the amount 
of the need.

All determinations of the Committee under this provision shall be made in a 
uniform and nondiscriminatory manner.

    (b)  While still an Employee, a Participant may, upon at least thirty (30) 
days written notice to the Committee, make a withdrawal from his Retirement 


<PAGE>

Account of an amount specified by him up to the whole amount thereof.  The 
Committee shall authorize the withdrawal and the amount of such withdrawal if 
the Committee finds after considering the Participant's request that an 
adequate financial hardship and resulting need for such amount has been 
demonstrated by the Participant.  Any determination of the Committee hereunder 
shall be uniformly applied to other Participants requesting withdrawals under 
similar circumstances.  A Participant who makes a withdrawal under this 
Section 9.7(b) shall not be eligible to again make a withdrawal under this 
Section 9.7(b) prior to the first anniversary of the date the Participant's 
most recent withdrawal under this Section 9.7(b) was distributed to him/her.

    (c)  While still an Employee, a Participant who has attained at least age 
fifty-nine and one-half (59-1/2) and has a one hundred percent (100%) Vested 
Interest in the value of his Accounts under the Plan may, upon at least thirty 
(30) days written notice to the Committee, make a withdrawal from his Accounts 
of the amount specified by him, up to the total value of his Accounts.  
Withdrawals shall be taken first from the Participant's Compensation Deferral 
Account, then from his Matching Contributions Account, then from his 
Retirement Account and last from his Transfer Account. A Participant who makes 
a withdrawal under this Section 9.7(c) shall not be eligible to again make a 
withdrawal under this Section 9.7(c) prior to the first anniversary of the 
date the Participant's most recent withdrawal under this Section 9.7(c) was 
distributed to him/her.

    (d)  While still an Employee, a Participant who has completed at least 
five (5) years of participation under the Plan may, upon at least thirty (30) 
days written notice to the Committee, make a withdrawal from his Retirement 
Account.  A Participant who makes a withdrawal under this Section 9.7(d) shall 
not be eligible to again make a withdrawal under this Section 9.7(d) prior to 
the first anniversary of the date the Participant's most recent withdrawal 
under this Section 9.7(d) was distributed to him/her.

    (e)  While still an Employee, a Participant may, upon at least thirty (30) 
days written notice to the Committee, make a withdrawal from his Transfer 
Account of all amounts thereof attributable to transfers from other profit 
sharing plans and amounts attributable to other pension plans and Section 
401(k) plans provided the participant had the right to elect to receive a 
distribution of such amount at the time of the transfer to this Plan.  No 
withdrawals under this provision shall be permitted of any amounts transferred 
from an account that qualifies under Section 401(k) of the Code if the 
Participant did not have the right to receive a distribution at the time of 
the transfer.  A Participant who makes a withdrawal under this Section 9.7(e) 
shall not be eligible to again make a withdrawal under this Section 9.7(e) 
prior to the first anniversary of the date the Participant's most recent 
withdrawal under this Section 9.7(e) was distributed to him/her.


<PAGE>


    (f)  The maximum amount subject to withdrawal under this Section 9.7 shall 
be determined as of the Valuation Date immediately following the Committee's 
determination authorizing the withdrawal.

    (g)  Any Hardship withdrawal from the Computer Sciences Corporation Stock 
Fund shall be made in cash in accordance with the provisions of Section 
9.7(a). Any non-Hardship withdrawal from the Computer Sciences Corporation 
Stock Fund shall be made in whole shares of Stock, together with cash in lieu 
of any fractional share, and shall be paid by the Trustee pursuant to 
direction of the Committee.  Any withdrawal from an Investment Fund other than 
the Computer Sciences Corporation Stock Fund shall be in Stock or cash, as 
determined in accordance with the provisions of Section 9.6. Such withdrawals 
shall be distributed as soon as practicable following the Committees 
determination authorizing a withdrawal.

9.8  Designation of Beneficiary.

    (a)  Subject to the provisions of subsection (b) below, each Participant 
shall have the right to designate a Beneficiary or Beneficiaries to receive 
his interest in the Trust Fund in the event of his death before receipt of his 
entire interest in the Trust Fund. This designation is to be made on the form 
prescribed by and delivered to the Committee.  Subject to the provisions of 
subsection (b) below, a Participant shall have the right to change or revoke 
any such designation by filing a new designation or notice of revocation with 
the Committee, and no notice to any Beneficiary nor consent by any Beneficiary 
shall be required to effect any such change or revocation.

    (b)  If a Participant designates a non-Spouse as the Beneficiary of his 
interest in the Trust Fund and on the date of his death has a Spouse, no 
effect shall be given to such designation unless such Spouse has consented or 
thereafter consents in writing to such designation and such consent is 
witnessed by a notary public.  If a Participant designates a non-Spouse 
Beneficiary and the surviving Spouse does not consent to such designation, the 
surviving Spouse shall be deemed the Beneficiary of the deceased Participant.  
A Spouse's consent to a Beneficiary designation is not required under the 
following circumstances:

      (i)   if it is established to the satisfaction of the Committee that 
there is no Spouse; or

      (ii)  if the Participant's Spouse cannot be located; or

      (iii) because of other circumstances under which a Spouse's consent is 
not required in accordance with applicable Treasury or Department of Labor 
Regulations.


<PAGE>



    (c)  If a deceased Participant shall have failed to designate a 
Beneficiary, or if the Committee shall be unable to locate a designated 
Beneficiary after reasonable efforts have been made, or if for any reason 
(including but not limited to application of the rules in subsection (b)) the 
designation shall be legally ineffective, or if the Beneficiary shall have 
predeceased the Participant and the Participant did not designate a successor 
Beneficiary, any distribution required to be made under the provisions of this 
Plan shall be made within one (1) year after the Participant's death to the  
Participant's estate.

    (d)  In the event that the deceased Participant was not a resident of 
California at the date of his death, the Committee, in its discretion, may 
require the establishment of ancillary administration in California. In the 
event that a Participant shall predecease his Beneficiary and on the 
subsequent death of the Beneficiary a remaining distribution is payable under 
the applicable provisions of this Plan, the distribution shall be payable to 
the estate of the Beneficiary, subject to the same provisions concerning non-
California residency and the establishment of ancillary administration as are 
applicable on the death of the Participant.

    (e)  The Committee shall not be required to authorize any payment to be 
made to any person following a Participant's death, whether or not such person 
has been designated by the Participant as Beneficiary, if the Committee 
determines that the Plan may be subject to conflicting claims in respect of 
said payment for any reason, including, without limitation, the designation or 
continuation of a designation of a Beneficiary other than the Participant's 
Spouse without the consent of such Spouse to the extent such consent is 
required by Section 401(a) of the Code.  In the event the Committee determines 
in accordance with this Section 9.8(e) not to make payment to a designated 
Beneficiary, the Committee shall take such steps as it determines appropriate 
to resolve such potential conflict.

The provisions of this Section 9.8 shall not be construed to place upon the 
Company or the Committee any duty or obligation to require the consent of a 
Spouse for the purpose of protecting the rights or interests of present or 
former Spouses of Participants, except to the extent required to comply with 
Code Section 401(a)(11) or Section 205 of ERISA.

9.9  Facility of Payment.  If any payee under the Plan is a minor or if the 
Committee reasonably believes that any payee is legally incapable of giving a 
valid receipt and discharge for any payment due him, the Committee may have 
the payment or any part thereof, made to the person (or persons or 
institution) whom it reasonably believes is caring for or supporting the 
payee, unless it has received due notice of claim therefor from a duly 
appointed guardian or custodian of the payee.  Any payment shall be a payment 
from the Accounts of the payee and shall, to the extent thereof, be a complete 
discharge of any liability under the Plan to the payee.


<PAGE>



9.10  Payee Consent.  To the extent required to comply with Code Section 
411(a)(11), the Committee shall require each Participant or other payee to 
consent to any payment of a Participant's Accounts.

9.11  Additional Requirements for Distribution.

    (a)  The Committee or Trustee, or both, may require the execution and 
delivery of such documents, papers and receipts as the Committee or Trustee 
may determine necessary or appropriate in order to establish the fact of death 
of the deceased Participant and of the right and identity of any Beneficiary 
or other person or persons claiming any benefits under this Article 9.

    (b)  The Committee or the Trustee, or both, may, as a condition precedent 
to the payment of death benefits hereunder, require an inheritance tax release 
and/or such security as the Committee or Trustee, or both, may deem 
appropriate as protection against possible liability for state or federal 
death taxes attributable to any death benefits.

    (c)  Notwithstanding any other provision in this Article 9 regarding the 
time within which a Participant's Distributable Benefit will be paid, if, in 
the opinion of the Committee there are or reasonably may be conflicting claims 
or other legal impediments to the payment of such Distributable Benefit to a 
payee, such payment may be delayed for so long as is necessary to resolve such 
conflict, potential conflict, or other legal impediment, but not beyond the 
date permitted by applicable law.

    (d)  The Committee shall notify each recipient of an "eligible rollover 
distribution" (as defined in Section 402(f)(2)(A) of the Code) of his or her 
distribution options within a reasonable period of time prior to making such 
distribution.

9.12  Direct Transfer of Distribution.  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 Plan 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 purposes of this Section 9.12, the following definitions 
shall apply:

    (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 


<PAGE>

and the distributee's designated beneficiary, or for a specified period of ten 
years or more; any distribution to the extent such distribution is required 
under Code Section 401(a)(9); 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 Code Section 408(a), an individual 
retirement annuity described in Code Section 408(b), an annuity plan described 
in Code Section 403(a), or a qualified trust described in Code Section 401(a), 
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 an 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 Code Section 
414(p), 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 10

                            VALUATION OF ACCOUNTS

For purposes of payment of a Participant's Distributable Benefit following a 
Severance for any reason, the value of a Participant's Accounts shall be 
determined in accordance with rules prescribed by the Committee, subject, 
however, to the following provisions:

    (a)  Subject to subsections (b) and (c) below, in the case of Normal 
Retirement or other Severance including death or Total and Permanent 
Disability, the value of a Participant's Accounts under the Plan shall be 
determined by reference to the Valuation Date immediately following both (i) 
the occurrence of an event entitling the Participant to a distribution, and 
(ii) the receipt by the Committee of the completed application of the 
Participant (or his Beneficiary) for payment of the Participant's 
Distributable Benefit with respect to such event.

    (b)  The value of a Participant's Accounts shall be increased or decreased 
(as appropriate) by any contributions, withdrawals or distributions 


<PAGE>

properly allocable under the terms of this Plan to his Accounts that occurred 
on or after the applicable Valuation Date or which, for any other reason were 
not otherwise reflected in the valuation of his Accounts on such Valuation 
Date.

    (c)  Notwithstanding any provision of this Plan to the contrary, a 
Participant's Accounts, to the extend held in the Computer Sciences 
Corporation Stock Fund, shall be distributed solely in shares of Stock (with 
payment of cash in lieu of any fractional share).  The number of shares so 
distributable shall be the number of shares credited to the Participant's 
Accounts held in the Computer Sciences Corporation Stock Fund and such 
additional shares as may be purchased with the Participant's allocable share 
of non-Stock assets of the Computer Sciences Corporation Stock Fund (the value 
of such non-Stock assets to be determined in accordance with principles 
consistent with subsections (a) and (b) above, and the number of shares to be 
purchased with such non-Stock assets to be determined in accordance with such 
rules of general application as the Committee may adopt from time to time.


                                  ARTICLE 11

                 OPERATION AND ADMINISTRATION OF THE PLAN

11.1  Plan Administration.

    (a)  Authority to control and manage the operation and administration of 
the Plan shall be vested in a Committee as provided in this Article 11.

    (b)  The Board of Directors shall establish the number of members of the 
Committee from time to time, and all such members shall be appointed or 
removed by the Board.

    (c)  For purposes of ERISA Section 402(a), the Committee shall be the 
Named Fiduciary of this Plan.

    (d)  Notwithstanding the foregoing, a Trustee with whom Plan assets have 
been placed in trust or an Investment Manager appointed pursuant to Section 
11.3 may be granted exclusive authority and discretion to manage and control 
all or any portion of the assets of the Plan.

11.2  Committee Powers.  The Committee shall have all powers necessary to 
supervise the administration of the Plan and control its operations.  In 
addition to any powers and authority conferred on the Committee elsewhere in 
the Plan or by law, the 


<PAGE>

Committee shall have, by way of illustration but not by way of limitation, the 
following powers and authority:

    (a)  To allocate fiduciary responsibilities (other than trustee 
responsibilities) among the Named Fiduciaries and the Trustee and to designate 
one or more other persons (including the Trustee) to carry out fiduciary 
responsibilities (other than trustee responsibilities).  However, no 
allocation or delegation under this Section 11.2(a) shall be effective until 
the person or persons to whom the responsibilities have been allocated or 
delegated agree to assume the responsibilities.  The term "trustee 
responsibilities" as used herein shall have the meaning set forth in Section 
405(c) of ERISA.  The preceding provisions of this Section 11.2(a) shall not 
limit the authority of the Committee to appoint one or more Investment 
Managers in accordance with Section 11.3.

    (b)  To designate agents to carry out responsibilities relating to the 
Plan, other than fiduciary responsibilities.

    (c)  To employ such legal, actuarial, medical, accounting, clerical and 
other assistance as it may deem appropriate in carrying out the provisions of 
this Plan, including one or more persons to render advice with regard to any 
responsibility any Named Fiduciary or any other fiduciary may have under the 
Plan.

    (d)  To establish rules and regulations from time to time for the conduct 
of the Committee's business and the administration and effectuation of this 
Plan.

    (e)  To administer, interpret, construe and apply this Plan and to decide 
all questions which may arise or which may be raised under this Plan by any 
Employee, Participant, former participant, Beneficiary or other person 
whatsoever, including but not limited to all questions relating to eligibility 
to participate in the Plan, the amount of service of any Participant, and the 
amount of benefits to which any Participant or his Beneficiary may be 
entitled.

    (f)  To determine the manner in which the assets of this Plan, or any part 
thereof, shall be disbursed.

    (g)  To appoint or remove one or more Investment Managers, as provided in 
Section 11.3.

    (h)  To select a funding vehicle, including but not limited to a mutual 
fund or a guaranteed investment contract with an insurance company, for any 
Investment Fund established by the Committee under Section 7.2 that is not 
under the management and control of an Investment Manager appointed by the 
Committee.


<PAGE>


      (i)   To perform or cause to be performed such further acts as it may 
deem to be necessary, appropriate or convenient in the efficient 
administration of the Plan.

Any action taken by the Committee in the exercise of authority conferred upon 
it by this Plan shall be conclusive and binding upon the Participants and 
their Beneficiaries.  All discretionary powers conferred upon the Committee 
shall be absolute, subject only to the limitation that such powers may not be 
exercised in an arbitrary and capricious manner.

11.3  Investment Manager.

    (a)  The Committee, by action reflected in the minutes thereof, may 
appoint one or more Investment Managers, as defined in Section 3(38) of ERISA, 
to manage all or a portion of the assets of the Plan.

    (b)  An Investment Manager shall discharge its duties in accordance with 
applicable law and in particular in accordance with Section 404(a)(1) of 
ERISA.

    (c)  An Investment Manager, when appointed, shall have full power to 
manage the assets of the Plan for which it has responsibility, and neither the 
Company, a Participating Employer nor the Committee shall thereafter have any 
responsibility for the management of those assets.

11.4  Committee Procedure.

    (a)  A majority of the members of the Committee as constituted at any time 
shall constitute a quorum, and any action by a majority of the members present 
at any meeting, or authorized by a majority of the members in writing without 
a meeting, shall constitute the action of the Committee.

    (b)  The Committee may designate certain of its members as authorized to 
execute any document or documents on behalf of the Committee, in which event 
the Committee shall notify the Trustee of this action and the name or names of 
the designated members.  The Trustee, Company, a Participating Employer, 
Participants, Beneficiaries, and any other party dealing with the Committee 
may accept and rely upon any document executed by the designated members as 
representing action by the Committee until the Committee shall file with the 
Trustee a written revocation of the authorization of the designated members.

11.5  Compensation of Committee.

    (a)  Members of the Committee shall serve without compensation unless the 
Board of Directors shall otherwise determine.  However, in no event shall any 
member of the Committee who is an Employee receive compensation from the Plan 
for his services as a member of the Committee.


<PAGE>


    (b)  All members shall be reimbursed for any necessary or appropriate 
expenditures incurred in the discharge of duties as members of the Committee.

    (c)  The compensation or fees, as the case may be, of all officers, 
agents, counsel, the Trustee, or other persons retained or employed by the 
Committee shall be fixed by the Committee.

11.6  Resignation and Removal of Members.  Any member of the Committee may 
resign at any time by giving written notice to the other members and to the 
Company effective as therein stated.  Any member of the Committee may, at any 
time, be removed by the Board of Directors.

11.7  Appointment of Successors.

    (a)  Upon the death, resignation, or removal of any Committee member, the 
Board of Directors may appoint a successor.

    (b)  Notice of appointment of a successor member shall be given by the 
Board of Directors in writing to the Trustee and to the members of the 
Committee.

11.8  Records.  The Committee shall keep a record of all its proceedings and 
shall keep, or cause to be kept, all such books, accounts, records or other 
data as may be necessary or advisable in its judgment for the administration 
of the Plan and to properly reflect the affairs thereof.

11.9  Reliance Upon Documents and Opinions.

    (a)  The members of the Committee, the Board of Directors, the Company and 
any person delegated under the provisions hereof to carry out any fiduciary 
responsibilities under the Plan ("delegated fiduciary"), shall be entitled to 
rely upon any tables, valuations, computations, estimates, certificates and 
reports furnished by any consultant, or firm or corporation which employs one 
or more consultants, upon any opinions furnished by legal counsel, and upon 
any reports furnished by the Trustee.  The members of the Committee, the Board 
of Directors, the Company and any delegated fiduciary shall be fully protected 
and shall not be liable in any manner whatsoever for anything done or action 
taken or suffered in reliance upon any such consultant or firm or corporation 
which employs one or more consultants, Trustee, or counsel.

    (b)  Any and all such things done or actions taken or suffered by the 
Committee, the Board of Directors, the Company and any delegated fiduciary 
shall be conclusive and binding on all Employees, Participants, Beneficiaries, 
and any other persons whomsoever, except as otherwise provided by law.


<PAGE>


    (c)  The Committee and any delegated fiduciary may, but are not required 
to, rely upon all records of the Company with respect to any matter or thing 
whatsoever, and may likewise treat those records as conclusive with respect to 
all Employees, Participants, Beneficiaries, and any other persons whomsoever, 
except as otherwise provided by law.

11.10  Requirement of Proof.  The Committee or the Company may require 
satisfactory proof of any matter under this Plan from or with respect to any 
Employee, Participant, or Beneficiary, and no person shall acquire any rights 
or be entitled to receive any benefits under this Plan until the required 
proof shall be furnished.

11.11  Reliance on Committee Memorandum.  Any person dealing with the 
Committee may rely on and shall be fully protected in relying on a certificate 
or memorandum in writing signed by any Committee member or other person so 
authorized, or by the majority of the members of the Committee, as constituted 
as of the date of the certificate or memorandum, as evidence of any action 
taken or resolution adopted by the Committee.

11.12  Multiple Fiduciary Capacity.  Any person or group of persons may serve 
in more than one fiduciary capacity with respect to the Plan.

11.13  Limitation on Liability.

    (a)  Except as provided in Part 4 of Title I of ERISA, no person shall be 
subject to any liability with respect to his duties under the Plan unless he 
acts fraudulently or in bad faith.

    (b)  No person shall be liable for any breach of fiduciary responsibility 
resulting from the act or omission of any other fiduciary or any person to 
whom fiduciary responsibilities have been allocated or delegated, except as 
provided in Part 4 of Title I of ERISA.

    (c)  No action or responsibility shall be deemed to be a fiduciary action 
or responsibility except to the extent required by ERISA.

11.14  Indemnification.

    (a)  To the extent permitted by law, the Company shall indemnify each 
member of the Board of Directors and the Committee, and any other Employee of 
the Company with duties under the Plan, against expenses (including any amount 
paid in settlement) reasonably incurred by him in connection with any claims 
against him by reason of his conduct in the performance of his duties under 
the Plan, except in relation to matters as to which he acted fraudulently or 
in bad faith in the performance of such duties.  The preceding right of 
indemnification shall pass to the estate of such a person.


<PAGE>


    (b)  The preceding right of indemnification shall be in addition to any 
other right to which the Board member or Committee member or other person may 
be entitled as a matter of law or otherwise.

11.15  Bonding.

    (a)  Except as is prescribed by the Board of Directors, as provided in 
Section 412 of ERISA, or as may be required under any other applicable law, no 
bond or other security shall be required by any member of the Committee, or 
any other fiduciary under this Plan.

    (b)  Notwithstanding the foregoing, for purposes of satisfying its 
indemnity obligations under Section 11.14, the Company may (but need not) 
purchase and pay premiums for one or more policies of insurance. However, this 
insurance shall not release the Company from its liability under the 
indemnification provisions.

11.16  Prohibition Against Certain Actions.

    (a)  To the extent prohibited by law, in administering this Plan the 
Committee shall not discriminate in favor of any class of Employees and 
particularly it shall not discriminate in favor of Highly Compensated 
Employees, or Employees who are officers or shareholders of the Company or of 
a Participating Employer.

    (b)  The Committee shall not knowingly cause the Plan to engage in any 
transaction that constitutes a nonexempt prohibited transaction under Section 
4975(c) of the Code or Section 406(a) of ERISA.

    (c)  All individuals who are fiduciaries with respect to the Plan (as 
defined in Section 3(21) of ERISA) shall discharge their fiduciary duties in 
accordance with applicable law, and in particular, in accordance with the 
standards of conduct contained in Section 404 of ERISA.

11.17  Plan Expenses.  All expenses incurred in the establishment, 
administration and operation of the Plan, including but not limited to the 
expenses incurred by the members of the Committee in exercising their duties, 
shall be charged to the Trust Fund and allocated to Participants' Accounts as 
determined by the Committee, but shall be paid by the Company if not paid by 
the Trust Fund.

11.18  Participant Loans.  The Committee is authorized, in its discretion, to 
adopt a Participant loan program in conformity with Department of Labor 
Regulation Section 2550.408b-1.  Such loan program shall be established by the 
Committee adopting a written loan program document that shall be deemed a part 
of this Plan and which contains the following information:


<PAGE>


    (a)  the identity of the person or position authorized to administer the 
program;

    (b)  the procedure for applying for loans;

    (c)  the basis on which loans will be approved or denied;

    (d)  any limitations on the types of loans offered;

    (e)  the procedure under the program for determining a reasonable rate of 
interest;

    (f)  the types of collateral which may secure a Participant loan; and

    (g)  the events constituting default and the steps that will be taken to 
preserve Plan assets in the event of default.


                                  ARTICLE 12

                    MERGER OF COMPANY; MERGER OF PLAN

12.1  Effect of Reorganization or Transfer of Assets.  In the event of a 
consolidation, merger, sale, liquidation, or other transfer of the operating 
assets of the Company to any other company, the ultimate successor or 
successors to the business of the Company shall automatically be deemed to 
have elected to continue this Plan in full force and effect, in the same 
manner as if the Plan had been adopted by resolution of its board of 
directors, unless the successor(s), by resolution of its board of directors, 
shall elect not to so continue this Plan in effect, in which case the Plan 
shall automatically be deemed terminated as of the applicable effective date 
set forth in the board resolution.

12.2  Merger Restriction.  Notwithstanding any other provision in this 
Article, this Plan shall not in whole or in part merge or consolidate with, or 
transfer its assets or liabilities to any other plan unless each affected 
Participant in this Plan would receive a benefit immediately after the merger, 
consolidation, or transfer (if the Plan then terminated) which is equal to or 
greater than the benefit he would have been entitled to receive immediately 
before the merger, consolidation, or transfer (if the Plan had then 
terminated).


<PAGE>



                                  ARTICLE 13

                            PLAN TERMINATION AND
                       DISCONTINUANCE OF CONTRIBUTIONS

13.1  Plan Termination.

    (a) (i)   Subject to the following provisions of this Section 13.1, the 
Board of Directors may terminate the Plan and the Trust Agreements at any time 
and the Committee shall deliver written notification to the Trustee of such 
termination.

      (ii)  The Plan and Trust Agreements may terminate if the Company merges 
into any other corporation, if as the result of the merger the entity of the 
Company ceases, and the Plan is terminated pursuant to the rules of Section 
12.1.

    (b)  Upon and after the effective date of the termination, the Company and 
all Participating Employers shall not make any further contributions under the 
Plan and no contributions need be made by the Company or any Participating 
Employer applicable to the Plan Year in which the termination occurs, except 
as may otherwise be required by law.

    (c)  The rights of all affected Participants to benefits accrued to the 
date of termination of the Plan shall automatically become fully vested as of 
that date, to the extent required to comply with the requirements of Code 
Section 411.

13.2  Discontinuance of Contributions.

    (a)  In the event the Company decides it is impossible or inadvisable for 
business reasons to continue to make Employer contributions under the Plan, 
the Company may discontinue contributions to the Plan.  On and after the 
effective date of this discontinuance, the Company shall not make any further 
Employer contributions under the Plan and no Employer contributions need be 
made by the Company with respect to the Plan Year in which the discontinuance 
occurs, except as may otherwise be required by law.

    (b)  The discontinuance of Employer contributions on the part of the 
Company shall not terminate the Plan as to the funds and assets then held by 
the Trustee, or operate to accelerate any payments of distributions to or for 
the benefit of Participants or Beneficiaries, and the Trustee shall continue 
to administer the Trust Fund in accordance with the provisions of the Plan 
until all of the obligations under the Plan shall have been discharged and 
satisfied.


<PAGE>



    (c)  However, if this discontinuance of Employer contributions shall cause 
the Plan to lose its status as a qualified plan under Code Section 401(a), the 
Plan shall be terminated in accordance with the provisions of this Article 13.

    (d)  On and after the effective date of a discontinuance of Employer 
contributions, the rights of all affected Participants to benefits accrued to 
that date, to the extent funded as of that date, shall automatically become 
fully vested as of that date, to the extent required to comply with the 
requirements of Code Section 411.

13.3  Rights of Participants.  In the event of the termination of the Plan, 
for any cause whatsoever, all assets of the Plan, after Payment of expenses, 
shall be used for the exclusive benefit of Participants and their 
Beneficiaries and no part thereof shall be returned to the Company, except as 
provided in Section 5.2 of this Plan.

13.4  Trustee's Duties on Termination.

    (a)  On or before the effective date of termination of this Plan, the 
Trustee shall proceed as soon as possible, but in any event within six months 
from the effective date, to reduce all of the assets of the Trust Fund to cash 
and/or common stock and other securities in such proportions as the Committee 
shall determine after approval by the Internal Revenue Service, if necessary 
or desirable.

    (b)  After first deducting the estimated expenses for liquidation and 
distribution chargeable to the Trust Fund, and after setting aside a 
reasonable reserve for expenses and liabilities (absolute or contingent) of 
the Trust, the Committee shall make required allocations of items of income 
and expense to the Accounts.

    (c)  Following these allocations, the Trustee shall promptly, after 
receipt of appropriate instructions from the Committee, distribute in 
accordance with Section 9.6 to each Participant a benefit equal to the amount 
credited to his Accounts as of the date of completion of the liquidation.

    (d)  The Trustee and the Committee shall continue to function as such for 
such period of time as may be necessary for the winding up of this Plan and 
for the making of distributions in accordance with the provisions of this 
Plan.

    (e)  Notwithstanding the foregoing, the Committee may direct the Trustee 
to continue to hold the assets of the Trust Fund until benefits become Payable 
under the terms of the Plan, or until such earlier date as may be determined 
by the Committee.


<PAGE>



13.5  Partial Termination.

    (a)  In the event of a partial termination of the Plan within the meaning 
of Code Section 411(d)(3), the interests of affected Participants in the Trust 
Fund, as of the date of the Partial termination, shall become nonforfeitable 
as of that date.

    (b)  That portion of the assets of the Plan affected by the partial 
termination shall be used exclusively for the benefit of the affected 
Participants and their Beneficiaries, and no part thereof shall otherwise be 
applied.

    (c)  With respect to Plan assets and Participants affected by a partial 
termination, the Committee and the Trustee shall follow the same procedures 
and take the same actions prescribed in this Article 13 in the case of a total 
termination of the Plan.

13.6  Failure to Contribute.  The failure of an employer to contribute to the 
Trust in any year, if contributions are not required under the Plan for that 
year, shall not constitute a complete discontinuance of contributions to the 
Plan.


                                  ARTICLE 14

                          APPLICATION FOR BENEFITS

14.1  Application for Benefits.  The Committee may require any person claiming 
benefits under the Plan to submit an application therefor, together with such 
documents and information as the Committee may require.  In the case of any 
person suffering from a disability which prevents the claimant from making 
personal application for benefits, the Committee may, in its discretion, 
permit another person acting on his behalf to submit the application.

14.2  Action on Application.

    (a)  Within ninety days following receipt of an application and all 
necessary documents and information, the Committee's authorized delegate 
reviewing the claim shall furnish the claimant with written notice of the 
decision rendered with respect to the application.

    (b)  In the case of a denial of the claimant's application, the written 
notice shall set forth:

      (i)   The specific reasons for the denial, with reference to the Plan 
provisions upon which the denial is based;


<PAGE>



      (ii)  A description of any additional information or material necessary 
for perfection of the application (together with an explanation why the 
material or information is necessary); and

      (iii) An explanation of the Plan's claim review procedure.

    (c)  A claimant who wishes to contest the denial of his application for 
benefits or to contest the amount of benefits payable to him shall follow the 
procedures for an appeal of benefits as set forth in Section 14.3 below, and 
shall exhaust such administrative procedures prior to seeking any other form 
of relief.

14.3  Appeals.

    (a)  (i)   A claimant who does not agree with the decision rendered with 
respect to his application may appeal the decision to the Committee.

      (ii)  The appeal shall be made, in writing, within sixty-five days after 
the date of notice of the decision with respect to the application.

      (iii) If the application has neither been approved nor denied within the 
ninety day period provided in Section 14.2 above, then the appeal shall be 
made within sixty-five days after the expiration of the ninety day period.

    (b)  The claimant may request that his application be given full and fair 
review by the Committee. The claimant may review all pertinent documents and 
submit issues and comments in writing in connection with the appeal.

    (c)  The decision of the Committee shall be made promptly, and not later 
than sixty days after the Committee's receipt of a request for review, unless 
special circumstances require an extension of time for processing, in which 
case a decision shall be rendered as soon as possible, but not later than one 
hundred twenty days after receipt of a request for review.

    (d)  The decision on review shall be in writing and shall include specific 
reasons for the decision, written in a manner calculated to be understood by 
the claimant with specific reference to the pertinent Plan provisions upon 
which the decision is based.


<PAGE>



                                  ARTICLE 15

                        LIMITATIONS ON CONTRIBUTIONS

15.1  General Rule.

    (a)  Notwithstanding anything to the contrary contained in this Plan, the 
total Annual Additions under this Plan to a Participant's Plan Accounts for 
any Plan Year shall not exceed the lesser of:

      (i)   Thirty Thousand Dollars ($30,000) (or if greater, one-fourth (1/4) 
of the defined benefit dollar limitation set forth in Section 415(b) of the 
Code as in effect for the Limitation Year); or

      (ii)  Twenty-five percent of the Participant's 415 Compensation from the 
Company and any Affiliated Companies for the year, excluding amounts otherwise 
treated as Annual Additions under Section 15.2(a)(iii).

    (b)  For purposes of this Article 15, the Company has elected a 
"Limitation Year" corresponding to the Plan Year.

15.2  Annual Additions.  For purposes of Section 15.1, the term "Annual 
Additions" shall mean, for any Plan Year, the sum of (i) the amount credited 
to the Participant's Accounts from Company contributions for such Plan Year; 
(ii) any Employee contributions for the Plan Year; and (iii) any amounts 
described in Sections 415(l)(1) or 419(A)(d)(2) of the Code.  The term 
"Employee Contributions," for purposes of the preceding sentence, shall mean 
amounts considered contributed by the Employee and which do not qualify for 
tax deferral treatment under Section 401(k)of the Code.  Notwithstanding 
anything to the contrary in this Section, the Annual Addition for any 
Limitation Year beginning before January 1, 1987 shall not be recomputed to 
treat all Employee contributions as Annual Additions.

15.3  Other Defined Contribution Plans.  If the Company or an Affiliated 
Company is contributing to any other defined contribution plan (as defined in 
Section 415(i) of the Code) for its Employees, some or all of whom may be 
Participants in this Plan, then contributions to the other plan shall be 
aggregated with contributions under this Plan for the purposes of applying the 
limitations of Section 15.1.

15.4  Combined Plan Limitation (Defined Benefit Plan).  In the event a 
Participant hereunder also is a participant in any qualified defined benefit 
plan (within the meaning of Section 415(k) of the Code) of the Company or an 
Affiliated Company, then the benefit payable under such defined benefit plan, 
or any of them, shall be reduced for so long and to the extent necessary to 
provide that the sum of the "defined benefit fraction" 


<PAGE>

and the "defined contribution fraction" for any Plan Year, as defined in Code 
Section 415(e), shall not exceed 1.

15.5  Adjustments for Excess Annual Additions.  In general, the amount of 
excess for any Plan Year under this Plan and any other defined contribution 
plan (as defined in Code Section 414(i)) or defined benefit plan (as defined 
in Code Section 414(j)) maintained by the Company or an Affiliated Company 
will be determined so as to avoid Annual Additions in excess of the 
limitations set forth in Sections 15.1 through 15.4. However, if as a result 
of an administrative error in calculating those Company contributions, the 
Annual Additions to a Participant's Accounts under this Plan (after giving 
effect to the maximum permissible adjustments under the other plans) would 
exceed the applicable limitations described in Sections 15.1 through 15.4, the 
excess amount shall be subject to the following rules:

    (a)  If the Participant made any voluntary contributions to this or any 
other defined contribution plan that is maintained by the Company or an 
Affiliated Company, these contributions shall be returned to the Participant 
to the extent of any excess Annual Additions.

    (b)  If excess Annual Additions remain after the application of the above 
rule, Compensation Deferral Contributions and Matching Contributions 
attributable thereto shall be reduced pro rata to the extent necessary to 
eliminate any remaining excess.

15.6  Disposition of Excess Amounts.  Any excess Matching Contributions on 
behalf of a Participant for any Plan Year shall be held unallocated in a 
suspense account for the Plan Year and applied to reduce the Company 
contributions on for the succeeding Plan Year, or Years, if necessary.  No 
investment gains or losses shall be allocated to a suspense account.  Any 
excess Compensation Deferral Contributions shall be returned to the Company 
and thereafter paid to the Participant as current compensation, after the 
withholding of any federal state or local income taxes on such amount.

15.7  Affiliated Company.  For purposes of this Article 15, the status of an 
entity as an Affiliated Company shall be determined by reference to the 
percentage tests set forth in Code Section 415(h).


                                  ARTICLE 16

                          RESTRICTION ON ALIENATION

16.1  General Restrictions Against Alienation.

    (a)  The interest of any Participant or Beneficiary in the income, 
benefits, payments, claims or rights hereunder, or in the Trust Fund shall not 
in any event be subject to sale, assignment, hypothecation, or transfer.  Each 
Participant 


<PAGE>

and Beneficiary is prohibited from anticipating, encumbering, assigning, or in 
any manner alienating his or her interest under the Trust Fund, and is without 
power to do so, except as may otherwise he provided for in the Trust 
Agreement.  The interest of any Participant or Beneficiary shall not be liable 
or subject to his debts, liabilities, or obligations, now contracted, or which 
may be subsequently contracted.  The interest of any Participant or 
Beneficiary shall be free from all claims, liabilities, bankruptcy 
proceedings, or other legal process now or hereafter incurred or arising; and 
the interest or any part thereof, shall not be subject to any judgment 
rendered against the Participant or Beneficiary.

    (b)  In the event any person attempts to take any action contrary to this 
Article 16, that action shall be void and the Company, the Employer, the 
Committee, the Trustees and all Participants and their Beneficiaries, may 
disregard that action and are not in any manner bound thereby, and they, and 
each of them separately, shall suffer no liability for any disregard of that 
action, and shall be reimbursed on demand out of the Trust Fund for the amount 
of any loss, cost or expense incurred as a result of disregarding or of acting 
in disregard of that action.

    (c)  The preceding provisions of this Section 16.1 shall be interpreted 
and applied by the Committee in accordance with the requirements of Code 
Section 401(a)(13) as construed and interpreted by authoritative judicial and 
administrative rulings and regulations.

16.2  Nonconforming Distributions Under Court Order.

    (a)  In the event that a court with jurisdiction over the Plan and the 
Trust Fund shall issue an order or render a judgment requiring that all or 
part of a Participant's interest under the Plan and in the Trust Fund be paid 
to a Spouse, former spouse and/or children of the Participant by reason of or 
in connection with the marital dissolution and/or marital separation of the 
Participant and the Spouse, and/or some other similar proceeding involving 
marital rights and property interests, then notwithstanding the provisions of 
Section 16.1 the Committee may, in its absolute discretion, direct the 
applicable Trustee to comply with that court order or judgment and distribute 
assets of the Trust Fund in accordance therewith.

    (b)  The Committee's decision with respect to compliance with any such 
court order or judgment shall be made in its absolute discretion and shall be 
binding upon the Trustee and all Participants and their Beneficiaries, 
provided, however, that the Committee in the exercise of its discretion shall 
not make payments in accordance with the terms of an order which is not a 
"qualified domestic relations order" or which the Committee determines would 
jeopardize the continued qualification of the Plan and Trust under Section 401 
of the Code.


<PAGE>



    (c)  Neither the Plan, the Company, a Participating Employer, the 
Committee nor the Trustee shall be liable in any manner to any person, 
including any Participant or Beneficiary, for complying with any such court 
order or judgment.

    (d)  Nothing in this Section 16.2 shall be interpreted as placing upon the 
Company, a Participating Employer, the Committee or any Trustee any duty or 
obligation to comply with any such court order or judgment.  The Committee 
may, if in its absolute discretion it deems it to be in the best interests of 
the Plan and the Participants, determine that any such court order or judgment 
shall be resisted by means of judicial appeal or other available judicial 
remedy, and in that event the Trustee shall act in accordance with the 
Committee's directions.

    (e)  The Committee shall adopt procedures and provide notifications to a 
Participant and alternate payees in connection with a "qualified domestic 
relations order", to the extent required under Code Section 414(p).


                                  ARTICLE 17

                               PLAN AMENDMENTS

17.1  Amendments.  The Company, acting through its Board of Directors, may at 
any time, and from time to time, amend the Plan by an instrument in writing 
executed in the name of the Company.  Notwithstanding the foregoing, no 
amendment shall be made at any time, the effect of which would be:

    (a)  To cause any assets of the Trust Fund to be used for or diverted to 
purposes other than providing benefits to the Participants and their 
Beneficiaries, and defraying reasonable expenses of administering the Plan, 
except as provided in Section 5.3;

    (b)  To have any retroactive effect so as to deprive any Participant or 
Beneficiary of any accrued benefit to which he would be entitled under this 
Plan if his employment were terminated immediately before the amendment, to 
the extent so doing would contravene Code Section 411(d)(6);

    (c)  To eliminate or reduce a subsidy or early retirement benefit or an 
optional form of benefit to the extent so doing would contravene Code Section 
411(d)(6); or

    (d)  To increase the responsibilities or liabilities of a Trustee or an 
Investment Manager without his written consent.


<PAGE>


                                  ARTICLE 18

                                 MISCELLANEOUS

18.1  No Enlargement of Employee Rights.

    (a)  This Plan is strictly a voluntary undertaking on the part of the 
Company and shall not be deemed to constitute a contract between the Company 
or any Affiliated Company and any Employee, or to be consideration for, or an 
inducement to, or a condition of, the employment of any Employee.

    (b)  Nothing contained in this Plan or the Trust shall be deemed to give 
any Employee the right to be retained in the employ of the Company or an 
Affiliated Company or to interfere with the right of the Company or an 
Affiliated Company to discharge or retire any Employee at any time.

    (c)  No Employee, nor any other person, shall have any right to or 
interest in any portion of the Trust Fund other than as specifically provided 
in this Plan.

18.2  Mailing of Payments; Lapsed Benefits.

    (a)  All payments under the Plan shall be delivered in person or mailed to 
the last address of the Participant (or, in the case of the death of the 
Participant, to the last address of any other Person entitled to such Payments 
under the terms of the Plan) furnished pursuant to Section 18.3 below.

    (b)  In the event that a benefit is payable under this Plan to a 
Participant or any other person and after reasonable efforts such person 
cannot be located for the purpose of paying the benefit for a period of seven 
(7) consecutive years, the person conclusively shall be presumed dead and upon 
the termination of such seven (7) year period the benefit shall be forfeited 
and as soon thereafter as practicable shall be paid to the appropriate state 
agency pursuant to the escheat laws of the state entitled to such payment.

    (c)  For purposes of this Section 18.2, the term "Beneficiary" shall 
include any person entitled under Section 9.8 to receive the interest of a 
deceased Participant or deceased designated Beneficiary.  

    (d)  The Accounts of a Participant shall continue to be maintained until 
the amounts in the Accounts are paid to the Participant or his Beneficiary.  
Notwithstanding the foregoing, in the event that the Plan is terminated, the 
following rules shall apply:


<PAGE>



      (i)   All Participants (including Participants who have not previously 
claimed their benefits under the Plan) shall be notified of their right to 
receive a distribution of their interests in the Plan;

      (ii)  All Participants shall be given a reasonable length of time, which 
shall be specified in the notice, in which to claim their benefits;

      (iii) All Participants (and their Beneficiaries) who do not claim their 
benefits within the designated time period shall be presumed to be dead.  The 
Accounts of such Participants shall be forfeited at such time.  These 
forfeitures shall be disposed of according to rules prescribed by the 
Committee, which rules shall be consistent with applicable law.

      (iv)  The Committee shall prescribe such rules as it may deem necessary 
or appropriate with respect to the notice and forfeiture rules stated above.

    (e)  Should it be determined that the preceding rules relating to 
forfeiture of benefits upon Plan termination are inconsistent with any of the 
provisions of the Code and/or ERISA, these provisions shall become inoperative 
without the need for a Plan amendment and the Committee shall prescribe rules 
that are consistent with the applicable provisions of the Code and/or ERISA.

18.3  Addresses.  Each Participant shall be responsible for furnishing the 
Committee with his correct current address and the correct current name and 
address of his Beneficiary or Beneficiaries.

18.4  Notices and Communications.

    (a)  All applications, notices, designations, elections, and other 
communications from Participants shall be in writing, on forms prescribed by 
the Committee and shall be mailed or delivered to the office designated by the 
Committee and shall be deemed to have been given when received by that office.

    (b)  Each notice, report, remittance, statement and other communication 
directed to a Participant or Beneficiary shall be in writing and may be 
delivered in person or by mail.  An item shall be deemed to have been 
delivered and received by the Participant when it is deposited in the United 
States Mail with postage prepaid, addressed to the Participant or Beneficiary 
at his last address of record with the Committee.

18.5  Reporting and Disclosure.  The Plan Administrator shall be responsible 
for the reporting and disclosure of information required to be reported or 
disclosed by the Plan Administrator pursuant to ERISA or any other applicable 
law.


<PAGE>



18.6  Interpretation.

    (a)  Article and Section headings are for convenient reference only and 
shall not be deemed to be part of the substance of this instrument or in any 
way to enlarge or limit the contents of any Article or Section.  Unless the 
context clearly indicates otherwise, masculine gender shall include the 
feminine, and the singular shall include the plural and the plural the 
singular.

    (b)  The provisions of this Plan shall in all cases be interpreted in a 
manner that is consistent with this Plan satisfying the requirements of Code 
Sections 401(a) and 401(k) and related statutes for qualification as a 
qualified cash or deferred arrangement.

18.7  Withholding for Taxes.  Any payments out of the Trust Fund may be 
subject to withholding for taxes as may be required by any applicable federal 
or state law.

18.8  Limitation on Company, Participating Employer, Committee and Trustee 
Liability.  Any benefits payable under this Plan shall be paid or provided for 
solely from the Trust Fund and neither the Company, any Participating 
Employer, the Committee nor the Trustee assume any responsibility for the 
sufficiency of the assets of the Trust to provide the benefits payable 
hereunder.

18.9  Successors and Assigns.  This Plan and the Trust established hereunder 
shall inure to the benefit of, and be binding upon, the parties hereto and 
their successors and assigns.

18.10  Counterparts.  This Plan document may be executed in any number of 
identical counterparts, each of which shall be deemed a complete original in 
itself and may be introduced in evidence or used for any other purpose without 
the production of any other counterparts.


                                  ARTICLE 19

                            TOP-HEAVY PLAN RULES

19.1  Applicability.

    (a)  Notwithstanding any provision in this Plan to the contrary, the 
provisions of this Article 19 shall apply in the case of any Plan Year in 
which the Plan is determined to be a Top-Heavy Plan under the rules of Section 
19.3.

    (b)  Except as is expressly provided to the contrary, for purposes of this 
Article 19, the term "Company" shall include all Affiliated Companies.


<PAGE>



19.2  Definitions.

    (a)  For purposes of this Article 19, the term "Key Employee" shall mean 
any Employee or former Employee who, at any time during the Plan Year or any 
of the four (4) preceding Plan Years, is or was --

      (i)   An officer of the Company having an annual compensation greater 
than fifty percent (50%) of the amount in effect under Code Section 
415(b)(1)(A) for this Plan Year.  However, no more than fifty (50) Employees 
(or, if lesser, the greater of three (3) or ten percent (10%) of the 
Employees) shall be treated as officers;

      (ii)  One of the ten (10) Employees having annual compensation from the 
Company of more than the limitation in effect under Code Section 415(c)(1)(A) 
and owning (or considered as owning within the meaning of Code Section 318) 
the largest interests in the Company.  For this purpose, if two (2) Employees 
have the same interest in the Company, the Employee having greater annual 
compensation from the Company shall be treated as having a larger interest;

      (iii) A Five Percent Owner of the Company; or

      (iv)  A One Percent Owner of the Company having an annual compensation 
from the Employer of more than one hundred fifty thousand dollars ($150,000).

    (b)  For purposes of this Section 19.2, the term "Five Percent Owner" 
means any person who owns (or is considered as owning within the meaning of 
Code Section 318) more than five percent (5%) of the outstanding stock of the 
Company or stock possessing more than five percent (5%) of the total combined 
voting power of all stock of the Company.  The rules of Subsections (b), (c), 
and (m) of Code Section 414 shall not apply for purposes of applying these 
ownership rules.  Thus, this ownership test shall be applied separately with 
respect to every Affiliated Company.

    (c)  For purposes of this Section 19.2, the term "One Percent Owner" means 
any person who would be described in Paragraph (b) if "one percent (1%)" were 
substituted for "five percent (5%)" each place where it appears therein.

    (d)  For purposes of this Section 19.2, the rules of Code Section 
318(a)(2)(C) shall be applied by substituting "five percent (5%)" for "fifty 
percent (50%)."

    (e)  For purposes of this Article 19, the term "Non-Key Employee" shall 
mean any Employee who is not a Key Employee.


<PAGE>



    (f)  For purposes of this Article 19, the terms "Key Employee" and "Non-
Key Employee" include their Beneficiaries.

19.3  Top-Heavy Status.

    (a)  The term "Top-Heavy Plan" means, with respect to any Plan Year --

      (i)   Any defined benefit plan if, as of the Determination Date, the 
present value of the cumulative accrued benefits under the Plan for Key 
Employees exceeds sixty percent (60%) of the present value of the cumulative 
accrued benefits under the plan for all Employees, and

      (ii)  Any defined contribution plan if, as of the Determination Date, 
the aggregate of the account balances of Key Employees under the Plan exceeds 
sixty percent (60%) of the present value of the aggregate of the account 
balances of all Employees under the plan.

For purposes of this Paragraph (a), the term "Determination Date" means, with 
respect to any Plan Year, the last day of the preceding Plan Year.  In the 
case of the first Plan Year of any plan, the term "Determination Date" shall 
mean the last day of that Plan Year.  The present value of account balances 
under a defined contribution plan shall be determined as of the most recent 
valuation date.  The present value of accrued benefits under a defined benefit 
plan shall be determined as of the same valuation date as used for computing 
plan costs for minimum funding.  The present value of the cumulative accrued 
benefits of a Non-Key Employee shall be determined under either:

      (i)   the method, if any, that uniformly applies for accrual purposes 
under all plans maintained by affiliated companies, within the meaning of Code 
Sections 414(b), (c), (m) or (o); or

       (ii)  if there is no such method, as if such benefit accrued not more 
rapidly than the lowest accrual rate permitted under the fractional accrual 
rate of Section 411(b)(1)(C) of the Code.

    (b)  Each plan maintained by the Company required to be included in an 
Aggregation Group shall be treated as a Top-Heavy Plan if the Aggregation 
Group is a Top-Heavy Group.  If the Aggregation Group is not a Top-Heavy Group 
no plan in such group shall be a Top Heavy Plan.

      (i)   The term "Aggregation Group" means--

        (A)  Each Plan of the Company in which a Key Employee is a 
Participant, and


<PAGE>



        (B)  Each other plan of the Company which enables any plan described 
in Subdivision (A) to meet the requirements of Code Sections 401(a)(4) or 410.

Also, any plan not required to be included in an Aggregation Group under the 
preceding rules may be treated as being part of such group if the group would 
continue to meet the requirements of Code Sections 401(a)(4) and 410 with the 
Plan being taken into account.

      (ii)  The term "Top-Heavy Group" means any Aggregation Group if the sum 
(as of the Determination Date) of --

        (A)  The present value of the cumulative accrued benefits for Key 
Employees under all defined benefit plans included in the group, and

        (B)  The aggregate of the account balances of Key Employees under all 
defined contribution plans included in the group exceeds sixty percent (60%) 
of a similar sum determined for all Employees.

      (iii) For purposes of determining --

        (A)  The present value of the cumulative accrued benefit of any 
Employee, or

        (B)  The amount of the account balance of any Employee,

such present value or amount shall be increased by the aggregate distributions 
made with respect to the Employee under the plan during the five (5) year 
period ending on the Determination Date.  The preceding rule shall also apply 
to distributions under a terminated plan which, if it had not been terminated, 
would have been required to be included in an Aggregation Group.  Also, any 
rollover contribution or similar transfer initiated by the Employee and made 
after December 31, 1983 to a plan shall not be taken into account with respect 
to the transferee plan for purposes of determining whether such plan is a Top-
Heavy Plan (or whether any Aggregation Group which includes such plan is a 
Top-Heavy Group).

    (c)  If any individual is a Non-Key Employee with respect to any plan for 
any Plan year, but the individual was a Key Employee with respect to the Plan 
for any prior Plan Year, any accrued benefit for the individual (and the 
account balance of the individual) shall not be taken into account for 
purposes of this Section 19.3.


<PAGE>



    (d)  If any individual has not received any Compensation from the Employer 
(other than benefits under the Plan) at any time during the five (5) year 
period ending on the Determination Date, any accrued benefit for such 
individual (and the account balance of the individual) shall not be taken into 
account for Purposes of this Section 19.3.  If an individual who previously 
was an Employee is reemployed after the above five year period, such 
Employee's accrued benefit and account balance shall be included in 
determining the top heavy ratio.

19.4  Minimum Contributions.  For each Plan Year in which the Plan is Top-
Heavy, the minimum contributions for that year shall be determined in 
accordance with the rules of this Section 19.4.

    (a)  Except as provided below, the minimum contribution (including amounts 
deferred under a cash or deferred arrangement under Section 401(k) of the 
Code) for each Non-Key Employee who has not separated from service as of the 
last day of the Plan Year shall be not less than three percent (3%) of his 
Compensation, regardless of whether the Non-Key Employee has less than 1,000 
Hours of Service during such Plan Year or elected to make Compensation 
Deferral Contributions to the Plan for such year.

    (b)  Subject to the following rules of this subparagraph (b), the 
percentage set forth in subparagraph (a) above shall not be required to exceed 
the percentage at which contributions (including amounts deferred under a cash 
or deferred arrangement under Section 401(k) of the Code) are made (or are 
required to be made) under the Plan for the year for the Key Employee for whom 
the percentage is the highest for the year.  This determination shall be made 
by dividing the contributions for each Key Employee by his 415 Compensation 
for the year.  For purposes of this subparagraph (b), all defined contribution 
plans required to be included in an Aggregation Group shall be treated as one 
plan. However, the rules of this subparagraph (b) shall not apply to any plan 
required to be included if an Aggregation Group if the plan enables a defined 
benefit plan to meet the requirements of Code Sections 401(a)(4) or 410.

    (c)  The requirements of this Section 19.4 must be satisfied without 
taking into account contributions under chapter 2 or 21 of the Code, title II 
of the Social Security Act, or any other Federal or State law.

    (d)  In the event a Participant is covered by both a defined contribution 
and a defined benefit plan maintained by the Company, both of which are 
determined to be Top Heavy Plans, the defined benefit minimum, offset by the 
benefits provided under the defined contribution plan, shall be provided under 
the defined benefit plan.

    (e)  For purposes of this Section 19.4, an Employee's Compensation shall 
be as defined in Section 2.9.


<PAGE>


19.5  Maximum Annual Addition.

    (a)  Except as set forth below, in the case of any Top-Heavy Plan the 
rules of Code Section 415(e)(2) (B) and (3)(B) shall be applied by 
substituting "1.0" for "1.25.

    (b)  The rule set forth in subparagraph (a) above shall not apply if the 
requirements of both subdivisions (i) and (ii), below, are satisfied.

      (i)   The requirements of this subdivision (i) are satisfied if the 
rules of Section 19.4(a) above would be satisfied after substituting "four 
percent (4%)" for "three percent (3%)" where it appears therein with respect 
to participants covered only under a defined contribution plan.

      (ii)  The requirements of this subdivision (ii) are satisfied if the 
Plan would not be a Top-Heavy Plan if "ninety percent (90%)" were substituted 
for "sixty percent (60%)" each place it appears in Section 19.3(a)(ii).

    (c)  The rules of subparagraph (a) shall not apply with respect to any 
Employee as long as there are no --

      (i)   Employer Contributions, forfeitures, or voluntary nondeductible 
contributions allocated to the Employee under a defined contribution plan 
maintained by the Company, or

      (ii)  Accruals by the Employee under a defined benefit plan maintained 
by the Company.

19.6  Vesting Rules.  The Plan at all times satisfies the minimum vesting 
requirements of Code Section 416.

19.7  Non-Eligible Employees.  The rules of this Article IX shall not apply to 
any Employee included in a unit of Employees covered by an agreement with the 
Secretary of Labor finds to be a collective bargaining agreement between 
Employee representatives and one or more employers if there is evidence that 
retirement benefits were the subject of good faith bargaining between such 
Employee representatives and the Employer or employers.


                                  ARTICLE 20

                                    ESOP

20.1  Retirement and Matching Contribution Accounts.  It is intended that the 
Retirement and Matching Contribution Accounts held in the Trust Fund under the 
Plan shall 


<PAGE>


constitute a separate Employee Stock Ownership Plan ("ESOP") within the 
meaning of Code Section 4975(e)(7).  Retirement and Matching Contribution 
Accounts in the ESOP shall be invested primarily in Computer Sciences 
Corporation Stock in accordance with the provisions of Section 7.1. Except as 
otherwise provided in this Article 20, the provisions of the Plan shall apply 
to and are made a part of the ESOP.

20.2  Exempt Loan.  In the event the ESOP enters into an exempt loan, the 
following provisions shall apply:

    (a)  The proceeds of such exempt loan shall be used (i) to acquire 
qualifying Company securities, (ii) to repay such loan, and/or (iii) to repay 
a prior exempt loan.  No security acquired with the proceeds of an exempt loan 
may be subject to a put, call or other option, or buy-sell or similar 
arrangement while held by and when distributed from the ESOP.

    (b)  (i)   A qualifying Company security acquired with the proceeds of an 
exempt loan is subject to a put option if it is not publicly traded when 
distributed or if it is subject to a trading limitation when distributed.  The 
put option is only exercisable by the Participant or his Beneficiary during a 
15-month period which begins on the date the security subject to the put 
option is distributed.

      (ii)  In the case of a security that is publicly traded when distributed 
but ceases to be so traded within 15 months after distribution, the Company 
must notify each security holder in writing within ten days after the security 
ceases to be so traded that for the remainder of the 15-month period the 
security is subject to a put option.

       (iii) The security holder must notify the Company in writing when 
exercising a put option.  The value of the security at the time the put option 
is exercised must be determined pursuant to Section 20.2(e)(v). The provisions 
for payment under a put option must be reasonable pursuant to regulations 
adopted by the Internal Revenue Service.

    (c)  The rights and protections as stated in Section 20.2 (a) and (b) are 
nonterminable.

    (d)  All assets acquired by the ESOP with the proceeds of an exempt loan 
will be added to and maintained in a suspense account.  Stock acquired through 
an exempt loan shall be released from the suspense account as the exempt loan 
is repaid.  For each Plan Year until the exempt loan is fully repaid, the 
number of shares of Company stock released from the suspense account shall 
equal the number of unreleased shares immediately before such release for the 
current Plan Year multiplied by the "Release Fraction." As used herein, the 
Release Fraction shall be a fraction the numerator of which is the amount of 
principal and interest paid 


<PAGE>

on the exempt loan for such current Plan Year and the denominator of which is 
the sum of the numerator plus the principal and interest to be paid on such 
exempt loan for all future years during the duration of the term of such loan 
(determined without reference to any possible extensions or renewals thereof).

    (e)  (i)   Allocations under the ESOP generally should satisfy the 
requirements for allocating contributions under a profit sharing plan as 
stated in Treasury Regulation 1.401-1(b)(1)(ii) and (iii).  Securities 
acquired under the ESOP must be accounted for as provided under Treasury 
Regulation 1.402(a)-1(b)(2)(ii).

      (i)   As at the end of each Plan Year, the ESOP must consistently 
allocate to the Participants' Retirement Accounts non-monetary units 
representing Participants' interests in assets withdrawn from the suspense 
account.

      (ii)  Interest with respect to securities acquired with the proceeds of 
an exempt loan must be allocated as income of the ESOP, except to the extent 
that the ESOP provides for the use of income from such securities to repay the 
loan.

      (iii) If a portion of a Participant's Retirement Account is forfeited, 
qualifying Company securities allocated under Section 20.2(e) must be 
forfeited only after other assets.

      (iv)  Valuations must be made in good faith and based on fair market 
value.  Such fair market value shall be determined from facts reasonably 
available to the Trustees.  In making said determination, the Trustees may, 
but need not, select and rely upon the advice and opinions of appraisers, 
brokers, investment counsel, or any other persons believed by the Trustees to 
be competent.  Any determination of value so made shall, for all purposes of 
the ESOP, conclusively establish such value.

    (f)  Retirement Accounts are distributable only in Stock.  If securities 
acquired with the proceeds of an exempt loan available for distribution 
consist of more than one class, a distributee must receive substantially the 
same proportion of each such class. Income held by the ESOP for a 2-year 
period or longer must be distributed under the rule described in the first 
sentence of this Section 20.2(f).

20.3  Eligible Participant.

    (a)  Notwithstanding any provision of the Plan to the contrary, an 
"Eligible Participant" as defined below may designate any one or more of the 
Investment Funds for the investment of any portion of his Retirement and 
Matching 


<PAGE>

Contribution Account attributable to Stock acquired by the ESOP on or after 
January 1, 1987 in accordance with the rules described in Section 7.2. The 
Committee shall make at least three (3) Investment Funds available for the 
investment of such portion of an "Eligible Participant's" Retirement and 
Matching Contribution Account.  For purposes of this Section 20.3(a) "Eligible 
Participant" shall mean a Participant who has completed at least five years of 
participation under the Plan and attained at least age fifty-five (55).

    (b)  Notwithstanding any provision of the Plan to the contrary, any 
portion of a Participant's Retirement and Matching Contribution Account 
attributable to Stock acquired by the ESOP on or after January 1, 1987 shall, 
at the election of the Participant and his Spouse (if required under Section 
9.4(b)(i)), be distributed not later than one (1) year after the close of the 
Plan Year (i) in which occurs the Participant's Severance by reason of 
attainment of Normal Retirement Date, Disability, or death, or (ii) which is 
the fifth Plan Year following the Plan Year in which occurs the Participant's 
Severance for any reason other than those listed under (i) above, provided 
that the Participant is not reemployed prior to the close of such fifth Plan 
Year.


                                  ARTICLE 21

                            ANNUITY REQUIREMENTS

21.1  Coverage. The provisions of this Article 21 shall apply to any 
Participant whose Accounts include a Transfer Account that has received 
amounts directly from another qualified plan that provides for an annuity form 
of distribution.

21.2  Qualified Joint and Survivor Annuity. Unless an optional form of benefit 
is selected pursuant to a qualified election within the 90-day period ending 
on the annuity starting date, a married Participant's Transfer Account will be 
paid in the form of a Qualified Joint and Survivor Annuity and an unmarried 
Participant's Transfer Account will be paid in the form of a life annuity.  
The Participant may elect to have such annuity distributed upon attainment of 
the earliest retirement age under the Plan.

21.3  Qualified Preretirement Survivor Annuity. Unless an optional form of 
benefit has been selected within the election period pursuant to a qualified 
election, if a Participant dies before the annuity starting date then the 
Participant's Transfer Account shall be applied toward the purchase of an 
annuity for the life of the Surviving Spouse.  The Surviving Spouse may elect 
to have such annuity distributed within a reasonable period after the 
Participant's death.  In addition, the Surviving Spouse may elect to waive the 
right to a survivor annuity and in lieu thereof receive a lump sum 
distribution of the entire balance of the Participant's Transfer Account.

21.4  Optional Form of Benefit. During the election period, a Participant may, 
pursuant to a qualified election, select as an optional form of benefit in 
lieu of an 


<PAGE>

annuity form of distribution either one of the following forms of 
distribution:  (a) a series of substantially equal annual or more frequent 
installments over a period certain not extending beyond the earlier of (i) the 
end of the period measured by the joint life and last survivor expectancy of 
the Participant and his Spouse, or (ii) twenty years; or (b) a lump sum 
distribution in accordance with Section 9.6.

21.5  Definitions.

    (a)  Election Period:  The period which begins on the first day of the 
Plan Year in which the Participant attains age 35 and ends on the date of the 
Participant's death.  If a Participant separates from Service prior to the 
first day of the Plan Year in which age 35 is attained, the election period 
shall begin on the Participant's Severance Date.  A Participant who will not 
yet attain age 35 as of the end of any current Plan Year may make a special 
qualified election to waive the qualified preretirement survivor annuity for 
the period beginning on the day of such election and ending on the first day 
of the Plan Year in which the Participant will attain age 35.  Such election 
shall not be valid unless the Participant receives a written explanation of 
the qualified preretirement survivor annuity in such terms as are comparable 
to the preretirement survivor annuity explanation required under Section 21.6.  
Qualified preretirement survivor annuity coverage will be automatically 
reinstated as of the first day of the Plan Year in which the Participant 
attains age 35.  Any new waiver on or after such date shall be subject to the 
full requirements of this Article 21.

    (b)  Earliest Retirement Age.  The earliest date on which, under the Plan, 
the Participant could elect to receive retirement benefits.

    (c)  Qualified Election.  A waiver of a qualified joint and survivor 
annuity or a qualified preretirement survivor annuity shall not be effective 
unless (i) the Participant's Spouse consents in writing to the election; (ii) 
the election designates a specific beneficiary, including any class of 
beneficiaries or any contingent beneficiaries, which may not be changed 
without spousal consent (or the Spouse expressly permits designations by the 
Participant without any further spousal consent); (iii) the Spouse's consent 
acknowledges the effect of the election; and (iv) the Spouse's consent is 
witnessed by a Plan representative or notary public.  Additionally, a 
Participant's waiver of the qualified joint and survivor annuity shall not be 
effective unless the election designates a form of benefit payment which may 
not be changed without spousal consent (or the Spouse expressly permits 
designations by the Participant without any further spousal consent).  If it 
is established to the satisfaction of a Plan representative that there is no 
Spouse or that the Spouse cannot be located, a waiver will be deemed a 
qualified election.

Any consent obtained under this provision (or establishment that the consent 
of a Spouse may not be obtained) shall be effective only with respect to such 
Spouse.  A consent that permits designations by the Participant without any 


<PAGE>

requirement of further consent by such Spouse must acknowledge that the Spouse 
has the right to limit consent to a specific beneficiary, and a specific form 
of benefit where applicable, and that the Spouse voluntarily elects to 
relinquish either or both of such rights.  A revocation of a prior waiver may 
be made by a Participant without the consent of the Spouse at any time before 
the commencement of benefits.  The number of revocations shall not be limited.  
No consent obtained under this provision shall be valid unless the Participant 
has received notice as provided in Section 21.6 below.  

    (d)  Qualified Joint and Survivor Annuity.  An immediate annuity for the 
life of the Participant with a survivor annuity for the life of the Spouse 
which is not less than 50% and not more than 100% of the amount of the annuity 
which is payable during the joint lives of the Participant and the Spouse and 
which is the amount of benefit which can be purchased with the Participant's 
Transfer Account.  The percentage of the survivor Annuity shall be either 50% 
or 100%, as selected by the Participant.

    (e)  Annuity Starting Date.  The first day of the first period for which 
an amount is paid as an annuity or any other form.

21.6  Notice Requirements.

    (a)  In the case of a qualified joint and survivor annuity, the Plan 
Committee shall no less than 30 days and no more than 90 days prior to the 
annuity starting date provide each Participant a written explanation of: (i) 
the terms and conditions of a Qualified Joint and Survivor Annuity; (ii) the 
Participant's right to make and the effect of an election to waive the 
Qualified Joint and Survivor Annuity form of benefit; (iii) the rights of a 
Participant's Spouse; and (iv) the right to make, and the effect of, a 
revocation of a previous election to waive the Qualified Joint and Survivor 
Annuity.

    (b)  In the case of a qualified preretirement survivor annuity as 
described in Section 21.3, the Plan Committee shall provide each Participant 
within the applicable period for such Participant a written explanation of the 
Qualified Preretirement Survivor Annuity in such terms and in such manner as 
would be comparable to the explanation provided for meeting the requirements 
of Section 21.6(a) applicable to a Qualified Joint and Survivor Annuity.  The 
applicable period for a Participant is whichever of the following periods ends 
last: (i) the period beginning with the first day of the Plan Year in which 
the Participant attains age 32 and ending with the close of the Plan Year 
preceding the Plan Year in which the Participant attains age 35; (ii) a 
reasonable period ending after the individual becomes a Participant; (iii) a 
reasonable period ending after Section 21.6(c) ceases to apply to the 
Participant; (iv) a reasonable period ending after this Article 21 first 
applies to the Participant.  Notwithstanding the foregoing, notice must be 
provided 


<PAGE>

within a reasonable period ending after separation from Service in the case of 
a Participant who separates from Service before attaining age 35.

For purposes of the preceding paragraph, a reasonable period ending after the 
enumerated events described in (ii), (iii) and (iv) is the end of the two year 
period beginning one year prior to the date the applicable event occurs, and 
ending one year after that date.  In the case of a Participant who separates 
from Service before the Plan Year in which age 35 is attained, notice shall be 
provided within the two year period beginning one year prior to the 
Participant's Severance Date and ending one year after such Severance Date.  
If such a Participant thereafter returns to employment with the Company, the 
applicable period for such Participant shall be redetermined.

IN WITNESS WHEREOF, Computer Sciences Corporation has caused this Amendment 
and Restatement to be executed this 29th day of December, 1994, effective as 
of January 1, 1989.

                             COMPUTER SCIENCES CORPORATION


                             By:/s/ VAN B. HONEYCUTT
                                ------------------------
                                Van B. Honeycutt, President and
                                Chief Operating Officer

                             By:/s/ HAYWARD D. FISK
                                ------------------------
                                Hayward D. Fisk, Secretary






<PAGE>





                                  SCHEDULE A



                        Affiliated Companies designated

                          as a Participating Employer




CSC Geographic Technologies, Inc.
CSC Partners, Inc.
CSC PanAm SCC
CSC Healthcare Systems, Inc.
CSC Logic, Inc.
CSC Index, Inc.
     PRISMS
     DiBianca-Berkman Group, Inc.
     CSC Computer Sciences, Ltd.
CSC Enterprises
CSC Credit Services, Inc.
CSC Intelicom, Inc.
CSC Compusource, Inc.
CSC Outsourcing, Inc.
CSC Computer Sciences VOF/SNC








<PAGE>


                                Exhibit 23.1



INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement 
relating to the Computer Sciences Corporation Matched Asset Plan of Computer 
Sciences Corporation on Form S-8 of our reports dated May 26, 1995 and June 2, 
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 
on Form 11-K of the Computer Sciences Corporation Matched Asset Plan for the 
year ended December 31, 1994, 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": 217040}]
{"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": "333-00755", "film-number": "96511978"}, "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)
MATCHED ASSET 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)    1,500,000      $77.375(2)   $116,062,500.00  $40,021.55
(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 Matched Asset 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 Matched Asset 
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  1994 Amendment and Restatement of Computer Sciences Corporation Matched 
Asset 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 1994 Amendment and 
Restatement of Computer Sciences Corporation Matched Asset 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 Computer Sciences 
Corporation Matched Asset Plan 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
                             MATCHED ASSET PLAN

                             By/s/ LEON J. LEVEL 
                                   -----------------------
                                   Leon J. Level, Chairman
                                   Computer Sciences Corporation
                                   Retirement Plans Committee
EXHIBIT INDEX
Exhibit No.   Description
-----------   -----------
4.1           1994 Amendment and Restatement of Computer Sciences Corporation
              Matched Asset 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

                      1994 AMENDMENT AND RESTATEMENT OF

                        COMPUTER SCIENCES CORPORATION

                             MATCHED ASSET PLAN
Table of Contents
Articles                                                          Page(s)
--------                                                          -------
ARTICLE 1.

      GENERAL                                                        1
1.1   Plan Name and Purpose                                          1
1.2   Effective Date                                                 1

ARTICLE 2.

      DEFINITIONS                                                    1
2.1   Account or Participant's Accounts                              1
2.2   Affiliated Company                                             2
2.3   Beneficiary                                                    2
2.4   Board of Directors                                             2
2.5   Break in Service                                               2
2.6   Code                                                           2
2.7   Committee                                                      2
2.8   Company                                                        3
2.9   Compensation                                                   3
2.10  Compensation Deferral Contributions                            4
2.11  Distributable Benefit                                          4
2.12  Early Retirement Date                                          4
2.13  Effective Date                                                 4
2.14  Eligibility Date                                               4
2.15  Eligible Employee                                              5
2.16  Employee                                                       5
2.17  Employment Commencement Date                                   6
2.18  ERISA                                                          6
2.19  Excess Aggregate Contribution                                  6
2.20  Excess Contribution                                            6
2.21  Excess Deferral                                                6
2.22  Family Member                                                  6
2.23  Forfeiture Account                                             6
2.24  415 Compensation                                               6
2.25  Highly Compensated Employee                                    7
2.26  Highly Compensated Former Employee                             8
2.27  Highly Compensated Participant                                 8
2.28  Hour of Service                                                8
2.30  Investment Fund                                               10
2.31  Leased Employee                                               10
2.32  Leave of Absence                                              10
Page
                                                                   ----
2.33  Matching Contributions                                        10
2.34  Maternity or Paternity Absence                                10
2.35  Non-Elective Contribution                                     11
2.36  Non-Highly Compensated Participant                            11
2.37  Normal Retirement                                             11
2.38  Normal Retirement Age                                         11
2.39  Normal Retirement Date                                        11
2.40  Participant                                                   11
2.41  Participating Employer                                        12
2.42  Period of Severance                                           12
2.43  Plan                                                          12
2.44  Plan Administrator                                            12
2.45  Plan Year                                                     12
2.46  Postponed Retirement Date                                     12
2.47  Prior Plan                                                    12
2.48  Severance                                                     12
2.49  Severance Date                                                12
2.50  Service                                                       12
2.51  Spouse (Surviving Spouse)                                     14
2.52  Stock                                                         14
2.53  Top Paid Group                                                15
2.54  Total and Permanent Disability                                15
2.55  Trust and Trust Fund                                          15
2.56  Trust Agreement                                               16
2.57  Trustee                                                       16
2.58  Valuation Date                                                16
2.59  Vested Interest                                               16
2.60  Year of Service                                               16

ARTICLE 3.

      ELIGIBILITY AND PARTICIPATION                                 16
3.1   Eligibility to Participate                                    16

ARTICLE 4.

      COMPENSATION DEFERRALS                                        17
4.1   Compensation Deferral Agreement                               17
4.2   Modification, Revocation or Termination of Compensation
      Deferral Agreement                                            17
4.3   Amount Subject to Deferral                                    18
4.4   Limitation on Compensation Deferrals by Highly Compensated
      Employees                                                     18
4.5   Provisions for Distribution of Excess Compensation
      Deferrals By Highly Compensated Employees                     21
Page
                                                                   ----
4.6   Provisions for Distribution of Annual Compensation
      Deferral Contributions in Excess of the Applicable Limit      22
4.7   Character of Amounts Contributed as Compensation Deferrals    22
4.8   Participant Voluntary Contributions                           23
4.9   Participant Transfer Contributions                            23

ARTICLE 5.

      EMPLOYER CONTRIBUTIONS                                        23
5.1   Amount of Employer Contributions                              23
5.2   Special Limitations on Matching Contributions                 24
5.3   Return of Excess Matching Contributions on Behalf of
      Highly Compensated Employees                                  24
5.4   Irrevocability                                                25

ARTICLE 6.

      TRUSTEE AND TRUST FUND                                        26
6.1   In General                                                    26

ARTICLE 7.

      INVESTMENT FUNDS                                              26
7.1   Investment of Matching Contributions and Retirement Accounts. 26
7.2   Investment of Accounts and Contributions                      28
7.3   Special Investment Rules.                                     29

ARTICLE 8.

      VESTING                                                       29
8.1   Vested Interest in Compensation Deferral Account,
      Retirement Account and Transfer Account                       29
8.2   Vested Interest in Matching Contributions Account             30

ARTICLE 9.

      PAYMENT OF PLAN BENEFITS                                      31
9.1   Distribution Upon Retirement                                  31
9.2   Distribution Upon Death Prior to Payment of Benefits          31
9.3   Distribution Upon Disability Prior to Retirement Date         32
9.4   Severance Prior to Normal Retirement Date                     32
9.5   Forfeitures; Restoration                                      33
9.6   Payment of Distributable Benefit                              33
9.7   Withdrawals                                                   34
9.8   Designation of Beneficiary                                    36
Page
                                                                   ----
9.9   Facility of Payment                                           38
9.10  Payee Consent                                                 38
9.11  Additional Requirements for Distribution                      38
9.12  Direct Transfer of Distribution                               39

ARTICLE 10.

      VALUATION OF ACCOUNTS                                         40

ARTICLE 11.

      OPERATION AND ADMINISTRATION OF THE PLAN                      40
11.1  Plan Administration                                           40
11.2  Committee Powers                                              41
11.3  Investment Manager                                            42
11.4  Committee Procedure                                           42
11.5  Compensation of Committee                                     43
11.6  Resignation and Removal of Members                            43
11.7  Appointment of Successors                                     43
11.8  Records                                                       43
11.9  Reliance Upon Documents and Opinions                          43
11.10 Requirement of Proof                                          44
11.11 Reliance on Committee Memorandum                              44
11.12 Multiple Fiduciary Capacity                                   44
11.13 Limitation on Liability                                       44
11.14 Indemnification                                               45
11.15 Bonding                                                       45
11.16 Prohibition Against Certain Actions                           45
11.17 Plan Expenses                                                 46
11.18 Participant Loans                                             46

ARTICLE 12.

      MERGER OF COMPANY; MERGER OF PLAN                             46
12.1  Effect of Reorganization or Transfer of Assets                46
12.2  Merger Restriction                                            47

ARTICLE 13.

      PLAN TERMINATION AND DISCONTINUANCE OF CONTRIBUTIONS          47
13.1  Plan Termination                                              47
13.2  Discontinuance of Contributions                               47
13.3  Rights of Participants                                        48
Page
                                                                   ----
13.4  Trustee's Duties on Termination                               48
13.5  Partial Termination                                           49
13.6  Failure to Contribute                                         49
Page
                                                                   ----
ARTICLE 14.

      APPLICATION FOR BENEFITS                                      49
14.1  Application for Benefits                                      49
14.2  Action on Application                                         49
14.3  Appeals                                                       50

ARTICLE 15.

      LIMITATIONS ON CONTRIBUTIONS                                  51
15.1  General Rule                                                  51
15.2  Annual Additions                                              51
15.3  Other Defined Contribution Plans                              51
15.4  Combined Plan Limitation (Defined Benefit Plan)               52
15.5  Adjustments for Excess Annual Additions                       52
15.6  Disposition of Excess Amounts                                 52
15.7  Affiliated Company                                            52

ARTICLE 16.

      RESTRICTION ON ALIENATION                                     53
16.1  General Restrictions Against Alienation                       53
16.2  Nonconforming Distributions Under Court Order                 53

ARTICLE 17.

      PLAN AMENDMENTS                                               54
17.1  Amendments                                                    54

ARTICLE 18.

      MISCELLANEOUS                                                 55
18.1  No Enlargement of Employee Rights                             55
18.2  Mailing of Payments; Lapsed Benefits                          55
18.3  Addresses                                                     56
18.4  Notices and Communications                                    56
18.5  Reporting and Disclosure                                      57
18.6  Interpretation                                                57
18.7  Withholding for Taxes                                         57
18.8  Limitation on Company, Participating Employer, Committee
      and Trustee Liability                                         57
18.9  Successors and Assigns                                        57
18.10 Counterparts                                                  57
Page
                                                                   ----
ARTICLE 19.

      TOP-HEAVY PLAN RULES                                          57
19.1  Applicability                                                 58
19.2  Definitions                                                   58
19.3  Top-Heavy Status                                              59
19.4  Minimum Contributions                                         61
19.5  Maximum Annual Addition                                       62
19.6  Vesting Rules                                                 62
19.7  Non-Eligible Employees                                        62

ARTICLE 20.

      ESOP                                                          63
20.1  Retirement and Matching Contribution Accounts                 63
20.2  Exempt Loan                                                   63
20.3  Eligible Participant                                          65

ARTICLE 21.

      ANNUITY REQUIREMENTS                                          65
21.1  Coverage                                                      65
21.2  Qualified Joint and Survivor Annuity                          65
21.3  Qualified Preretirement Survivor Annuity                      65
21.4  Optional Form of Benefit                                      66
21.5  Definitions                                                   66
21.6  Notice Requirements                                           67
ARTICLE 1

                                  GENERAL

1.1  Plan Name and Purpose.  The name of this Plan is the "Computer Sciences 
Corporation Matched Asset Plan" (the "Plan").  The purpose of this instrument 
is to amend and restate in its entirety the terms and conditions of the Plan.

This Plan is intended to qualify under Code Section 401(a) and with respect to 
the portion hereof intended to qualify as a qualified cash or deferred 
arrangement, to satisfy the requirements of Code Section 401(k), and with 
respect to the portion intended to qualify as an employee stock ownership 
plan, to satisfy the requirements of Code Section 4975(e)(7).

1.2  Effective Date.  The original effective date of the Plan was February 1, 
1967. The effective date of this amendment and restatement is January 1, 1989, 
except as otherwise expressly provided herein.

Except as expressly stated to the contrary herein, the provisions of this 
instrument amending and restating the Plan are not intended to enlarge the 
rights of any Participant whose employment for the Company and all Affiliated 
Companies terminated prior to January 1, 1989, and all questions relating to 
the rights of any Participant who terminated prior to January 1, 1989 shall be 
determined in accordance with the Plan provisions in effect at such 
termination unless the clear meaning of the language of this Plan document 
indicates a different intent.

                                  ARTICLE 2

                                 DEFINITIONS

2.1  Account or Participant's Accounts.  The following Plan accounts 
maintained by the Committee for each Participant:

    (a)  "Compensation Deferral Account" shall mean the account established 
and maintained for a Participant to record amounts held in the Trust Fund 
which are attributable to Compensation Deferral Contributions made by a 
Participating Employer on behalf of such Participant in accordance with 
Section 5.1(a)(i) hereof.

    (b)  "Matching Contributions Account" shall mean the account established 
and maintained for a Participant to record amounts held in the Trust Fund 
which are attributable to Matching Contributions made by a Participating 
Employer on behalf of such Participant in accordance with Section 5.1(a)(ii) 
hereof.

    (c)  "Retirement Account" shall mean the account established and 
maintained for a Participant to record amounts held in the Trust Fund which 
are attributable solely to a Participating Employer contributions on behalf of 
such Participant for Plan Years ending prior to January 1, 1987.

    (d)  "Transfer Account" shall mean the account established and maintained 
for a Participant to record amounts held in the Trust Fund which are 
attributable to Participant transfer contributions under Section 4.9 hereof.

2.2  Affiliated Company.  

    (a)  Any corporation that is included in a controlled group of 
corporations, within the meaning of Section 414(b) of the Code, that includes 
the Company,

    (b)  Any trade or business (whether or not incorporated) that is under 
common control with the Company within the meaning of Section 414(c) of the 
Code,

    (c)  Any member of an affiliated service group, within the meaning of 
Section 414(m) of the Code, that includes the Company, and

    (d)  Any other entity required to be aggregated with the Company pursuant 
to regulations under Section 414(o) of the Code.

2.3  Beneficiary.  The person or persons last designated by a Participant as 
set forth in Section 9.8 or, if there is no designated Beneficiary or 
surviving Beneficiary, the person or persons designated in Section 9.8 to 
receive the Distributable Benefit of a deceased Participant in such event.

2.4  Board of Directors.  The Board of Directors of Computer Sciences 
Corporation or the Executive Committee of the Board of Directors (if duly 
authorized to act for and in place of the Board of Directors with respect to 
the Plan).

2.5  Break in Service.  With respect to any Employee, a twelve consecutive 
month Period of Severance provided, however, that for the sole purpose of 
determining whether a Break in Service has occurred, the Severance Date of an 
Employee who is absent from Service on account of a Maternity or Paternity 
Absence beyond the first anniversary of the first date of absence shall be the 
second anniversary of the first date of such absence.  The period between the 
first and second anniversaries of the commencement of such
Maternity or Paternity Absence shall be neither a Period of Service nor a 
Period of Severance.

2.6  Code.  The Internal Revenue Code of 1986 as amended from time to time.

2.7  Committee.  The Committee described in Article 11 hereof.  

2.8  Company.  Computer Sciences Corporation.

2.9  Compensation.  Base compensation plus any compensation under a formal 
sales incentive plan paid by a Participating Employer for a Plan Year by 
reason of services performed by a Participant, but shall not include overtime, 
bonuses or any other special pay.  Determination of "Compensation" shall be 
subject to the following special rules:

    (a)  Amounts deducted pursuant to authorization by a Participant or 
pursuant to requirements of law (including amounts of Compensation deferred in 
accordance with the provisions of Section 5.1(a)(i) and which qualify for 
treatment under Code Section 401(k) and amounts of Compensation deducted under 
a plan which satisfies the requirements of Section 125 of the Code) shall be 
included in "Compensation," except as specifically provided to the contrary 
elsewhere in this Plan;

    (b)  All other fringe benefits, and contributions by a Participating 
Employer to and benefits under any employee benefit plan shall not be included 
in Compensation;

    (c)  Amounts paid or payable by reason of services performed during any 
period in which an Eligible Employee is not a Participant under this Plan 
shall not be included in Compensation;

    (d)  Amounts not included in a Participant's gross income for his current 
taxable year pursuant to deferred compensation plans (other than amounts 
described in (a) above) shall not be included in Compensation;

    (e)  Amounts included in any Participant's gross income with respect to 
life insurance as provided by Code Section 79 shall not be included in 
Compensation;

    (f)  Compensation in excess of $200,000 shall be disregarded except that 
such amount shall be adjusted at the same time and in the same manner as 
permitted under Code Section 415(d).  In applying this limitation, the family 
group of a Highly Compensated Participant who is subject to the Family Member 
aggregation rules of Code Section 414(q)(6) because such
Participant is either a "five percent owner" (as defined in Code Section 
416(i)) of the Company or one of the ten (10) Highly Compensated Employees 
paid the greatest "415 Compensation" during the year, shall be treated as a 
single Participant, except that for this purpose Family Members shall include 
only the affected Participant's spouse and any lineal descendants who have not 
attained age nineteen (19) before the close of the year.  If, as a result of 
the application of such rules the adjusted $200,000 limitation is exceeded, 
then the limitation shall be prorated among the affected Family Members in 
proportion to each such Family Member's Compensation prior to the application 
of this limitation.

In addition to other applicable limitations set forth in the Plan, and 
notwithstanding any other provision of the Plan to the contrary, for Plan 
Years beginning on or after January 1, 1994, the annual Compensation of each 
Participant taken into account under the Plan shall not exceed the OBRA '93 
annual compensation limit.  The OBRA '93 compensation limit is $150,000, as 
adjusted by the Commissioner for increases in the cost of living in accordance 
with Code Section 401(a)(17)(B).  The cost of living adjustment in effect for 
a calendar year applies to any periods, not exceeding 12 months, over which 
Compensation is determined (determination period) beginning in such calendar 
year.  If a determination period consists of fewer than 12 months, the OBRA 
'93 annual compensation limit will be multiplied by a fraction, the numerator 
of which is the number of months in the determination period, and the 
denominator of which is 12.  

For Plan Years beginning on or after January 1, 1994, any reference in this 
Plan to the limitation under Code Section 401(a)(17) shall mean the OBRA '93 
annual compensation limit set forth in this provision.

If Compensation for any prior determination period is taken into account in 
determining a Participant's benefit accruing in the current Plan Year, the 
Compensation for that prior determination is subject to the OBRA '93 annual 
compensation limit in effect for that prior determination period.  For this 
purpose, for determination periods beginning before the first day of the first 
Plan Year beginning on or after January 1, 1994, the OBRA '93 annual 
compensation limit is $150,000.

2.10  Compensation Deferral Contributions.  Contributions described in Section 
5.1(a)(i).

2.11  Distributable Benefit.  The Vested Interest of a Participant in this 
Plan which is determined and distributable to the Participant, in accordance 
with the provisions of Articles 8 and 9, upon the Participant's Severance.

2.12  Early Retirement Date.  The first day of the month that coincides with 
or next follows the date the Participant incurs a Severance after attaining at 
least age fifty-five (55).
2.13  Effective Date.  With respect to this Amended and Restated Plan, January 
1, 1989, subject, however, to the provisions of Section 1.2; with respect to 
the Plan, February 1, 1967.

2.14  Eligibility Date.  The first day of the payroll period coinciding with 
or next following the date an Eligible Employee satisfies the eligibility and 
participation requirements as provided in 
Article 3.

2.15  Eligible Employee.

    (a)  Any Employee of a Participating Employer, except as noted in 
subsection (b) below.

    (b)  The term "Eligible Employee" does not include:

      (i)   Any Employee who is covered by a collective bargaining agreement 
to which a Participating Employer is a party if there is evidence that 
retirement benefits were the subject of good faith bargaining between the 
Participating Employer and the collective bargaining representative, unless 
the collective bargaining agreement provides for coverage under this Plan.

      (ii)  Any Employee who is a "Leased Employee" as defined in Section 2.31

      (iii) Any Employee who is classified as an independent contractor by a 
Participating Employer without regard to whether the remuneration to such 
person is reported on a Form W-2 or Form 1099.

      (iv)  Any Employee who is a nonresident alien and who receives no earned 
income (within the meaning of section 911(d)(2) of the Code) from a 
Participating Employer which constitutes income from sources within the United 
States (within the meaning of section 861(a)(3) of the Code).

2.16  Employee.

    (a)  Each person currently employed in any capacity by the Company or an 
Affiliated Company, any portion of whose Compensation paid by the Company or 
an Affiliated Company is subject to withholding of income tax and/or for whom 
Social Security contributions are made by the Company or an Affiliated 
Company, or would be subject to such withholding or contributions if such 
compensation were paid to a resident of the United States.
(b)  "Employee" shall also include a person deemed to be employed by the 
Company or an Affiliated Company, pursuant to Code Section 414(n).

    (c)  Although Eligible Employees are the only class of Employees eligible 
to participate in this Plan, the term "Employee" is used to refer to persons 
employed in a non-Eligible Employee capacity as well as an Eligible Employee 
category.  Thus, those provisions of this Plan that are not limited to 
Eligible Employees, such as those relating to certain Service rules, apply to 
both Eligible and non-Eligible Employees.

2.17  Employment Commencement Date. 

    (a)  The date on which an Employee first performs an Hour of Service in 
any capacity for the Company or an Affiliated Company with respect to which 
the Employee is compensated or is entitled to compensation by the Company or 
the Affiliated Company.

    (b)  In the case of an Employee who incurs a Severance and who is 
reemployed by the Company or an Affiliated Company, the term "Employment 
Commencement Date" shall mean either "Employment Commencement Date" as defined 
in (a) above or, if the Participant incurs a Break in Service, the first day 
following the Severance on which the Employee performs an Hour of Service for 
the Company or an Affiliated Company with respect to which he is compensated 
or entitled to compensation by the Company or Affiliated Company.

2.18  ERISA.  The Employee Retirement Income Security Act of 1974, as amended 
from time to time.

2.19  Excess Aggregate Contribution.  The excess of the aggregate amount of 
the Compensation Deferral Contributions, Matching Contributions and 
Forfeitures allocated to a Highly Compensated Employee for a Plan Year over 
the maximum amount allowed by Code Section 401(m)(2)(A).

2.20  Excess Contribution.  The excess of the Compensation Deferral 
Contributions made on behalf of a Highly Compensated Employee for a Plan Year 
over the maximum amount of such Contributions permitted under Section 4.4.

2.21  Excess Deferral.  The excess of Compensation Deferral Contributions 
actually made on behalf of a Participant for a calendar year over the dollar 
limitation provided for in Code Section 402(g) applicable to such year.

2.22  Family Member.  An Employee's spouse, lineal descendants and ascendants 
and the spouses of such lineal ascendants and descendants.
2.23  Forfeiture Account.  The account established and maintained for purposes 
of holding any portion of a Participant's Matching Contributions Account that 
is forfeited by the Participant in accordance with Section 9.5.

2.24  415 Compensation.  Total wages within the meaning of Code Section 
3401(a) (for purposes of income tax withholding at the source) and for which 
the employer is required to furnish the employee a written statement under 
Code Section 6041(d) and 6051(a)(3), but determined without regard to any 
rules that limit the remuneration included in wages based on the nature or 
location of the employment or the services performed (such as the exception 
for agricultural labor in Code Section 3401(a)(2)). 

2.25  Highly Compensated Employee.  An Employee described in Code Section 
414(q) and the Regulations thereunder, and generally means an Employee who 
performed services for the Company or Affiliated Company during the 
"determination year" and is in one or more of the following groups:

    (a)  Employees who at any time during the "determination year" or "look-
back year" were "five percent owners".

    (b)  Employees who received Includable Compensation during the "look-back 
year" from the Company or an Affiliated Company in excess of $75,000 (such 
$75,000 amount shall be adjusted at the same time and in the same manner as 
permitted under Section 415(d) of the Code).

    (c)  Employees who received Includable Compensation during the "look-back 
year" from the Company or an Affiliated Company in excess of $50,000 and were 
in the Top Paid Group of Employees for the Plan Year (such $50,000 amount 
shall be adjusted at the same time and in the same manner as permitted under 
Section 415(d) of the Code).

    (d)  Employees who during the "look-back year" were officers of the 
Company (as that term is defined within the meaning of the Regulations under 
Code Section 416) or an Affiliated Company and received Includable 
Compensation during the "look-back year" from the Company or an Affiliated 
Company greater than 50 percent of the limit in effect under Code Section 
415(b)(1)(A) for any such Plan Year.  The number of officers shall be limited 
to the lesser of (i) 50 employees; or (ii) the greater of three employees or 
10 percent of all employees.  For the purpose of determining the number of 
officers, Employees described in Section 2.53(a), (b), (c), and (d) shall be 
excluded, but such Employees shall still be considered for the purpose of 
identifying the particular Employees who are officers.  If the Company or an 
Affiliated Company does not have at least one officer whose annual Includable 
Compensation is in excess of 50 percent of the Code Section 415(b)(1)(A) 
limit, then the highest paid officer of the Company or an Affiliated Company 
will be treated as a Highly Compensated Employee.
(e)  Employees who are in the group consisting of the 100 Employees paid 
the greatest Includable Compensation during the "determination year" and are 
also described in (b), (c) or (d) above when these paragraphs are modified to 
substitute "determination year" for "look-back year".

The "look-back year" shall be the calendar year ending with or within the Plan 
Year for which testing is being performed, and the "determination year" (if 
applicable) shall be the period of time, if any, which extends beyond the 
"look-back year" and ends on the last day of the Plan Year for which testing 
is being performed (the "lag period").  If the "lag period" is less than 12 
months long, the dollar threshold amounts specified in (b), (c) and (d) above 
shall be prorated based upon the number of months in the "lag period".

The dollar threshold amounts specified in (b) and (c) above shall be adjusted 
at such time and in such manner as is provided in Regulations.  In the case of 
such an adjustment, the dollar limits which shall be applied are those for the 
calendar year in which the "determination year" or "look-back year" begins.

In determining who is a Highly Compensated Employee, Employees who are non-
resident aliens and who received no earned income (within the meaning of Code 
Section 911(d)(2)) from the Company or an Affiliated Company constituting 
United States source income within the meaning of Code Section 861(a)(3) shall 
not be treated as Employees.  Additionally, Leased Employees within the 
meaning of Code Sections 414(n)(2) and 414(o)(2) shall be considered Employees 
unless such Leased Employees are covered by a plan described in Code Section 
414(n)(5) and are not covered in any qualified plan maintained by the Company 
or an Affiliated Company.  The exclusion of Leased Employees for this purpose 
shall be applied on a uniform and consistent basis for all of the Company's or 
Affiliated Companies retirement plans.  Highly Compensated Former Employees 
shall be treated as Highly Compensated Employees without regard to whether 
they performed services during the "determination year".

2.26  Highly Compensated Former Employee.  A former Employee who had a 
separation year prior to the "determination year" and was a Highly Compensated 
Employee in the year of separation from service or in any "determination year" 
after attaining age 55.  Notwithstanding the foregoing, an Employee who 
separated from service prior to 1987 will be treated as a Highly Compensated 
Former Employee only if during the separation year (or year preceding the 
separation year) or any year after the Employee attains age 55 (or the last 
year ending before the Employee's 55th birthday), the Employee received 415 
Compensation in excess of $50,000 or was a "five percent owner".  For purposes 
of this Section, "determination year" and "five percent owner" shall be 
determined in accordance with Section 2.25.  Highly Compensated Former 
Employees shall be treated as Highly Compensated Employees.  The method set 
forth in this Section for determining who is a Highly Compensated Former 
Employee shall be applied on a uniform and consistent basis for all purposes 
for which the Code Section 414(q) definition is applicable.
2.27  Highly Compensated Participant.  Any Highly Compensated Employee who is 
a Participant in the Plan.

2.28  Hour of Service.  In the case of a part-time, casual or temporary 
Employee:

    (a)  Hour of Service shall mean the following:

      (i)   Each hour for which the Employee is paid by the Company or an 
Affiliated Company or entitled to payment for the performance of services as 
an Employee.  For purposes of this Section 2.28, overtime work shall be 
credited as straight time.

      (ii)  Each hour in or attributable to a period of time during which the 
Employee performs no duties (irrespective of whether he has terminated his 
employment) due to a vacation, holiday, illness, incapacity (including 
pregnancy or disability), layoff, jury duty or military duty for which he is 
paid or entitled to payment, whether direct or indirect.  However, no such 
hours shall be credited to an Employee if such Employee is directly or 
indirectly paid or entitled to payment for such hours and if such payment or 
entitlement is made or due under a plan maintained solely for the purpose of 
complying with applicable worker's compensation, unemployment compensation or 
disability insurance laws or is a payment which solely reimburses the Employee 
for medical or medically related expenses incurred by him.

      (iii) Each hour in or attributable to a period of time during which the 
Employee performs no duties due to service in the Armed Forces of the United 
States (other than by voluntary enlistment or commission), provided that such 
Employee's duties for the Company or an Affiliated Company are resumed within 
the minimum time limits permitted under federal law after release from the 
Armed Forces.  With respect to any such unpaid absence as set forth in this 
Paragraph (iii), an Employee shall be deemed to complete Hours of Service at 
his customary work schedule prior to the commencement of such absence.

      (iv)  Each hour for which the Employee is entitled to back pay, 
irrespective of mitigation of damages, whether awarded or agreed to by the 
Company or an Affiliated Company, provided that such Employee has not 
previously been credited with an Hour of Service with respect to such hour 
under Paragraphs (i) or (ii) above.

    (b)  Hours of Service under Paragraphs (ii) and (iv) above shall be 
calculated in accordance with Department of Labor Regulation 29 C.F.R. Section 
2530.200b-2 (b).  Hours of Service shall be credited to the appropriate 
computation
period according to Department of Labor Regulation Section 2530.200b-2(c). 
However, an Employee will not be considered as being entitled to payment until 
the date when the Company or the Affiliated Company would normally make 
payment to the Employee for such Hour of Service.

    (c)  Unless expressly provided to the contrary by the Board of Directors, 
an Employee shall not be credited with Hours of Service for periods of 
employment with an Affiliated Company prior to the date on which an entity 
becomes an Affiliated Company, or part of an Affiliated Company.  Also, in the 
discretion of the Board of Directors, an Employee may receive Hours of Service 
credit for a period of employment for another entity where the Company is a 
successor contractor under a contract held by such other entity.

2.29  Includable Compensation.  415 Compensation plus the amounts that would 
otherwise be excluded from a Participant's gross income by reason of the 
application of Code Sections 125, 402(e)(3) and 402(h)(1)(B).

2.30  Investment Fund.  The Computer Sciences Corporation Stock Fund, and any 
of the separate Investment Funds established by the Committee which may be 
made available by the Committee from time to time for selection by 
Participants for purposes of the investment of amounts contributed to this 
Plan, as provided in Section 7.2.

2.31  Leased Employee.  Any person (other than an Employee of the recipient) 
who pursuant to an agreement between the recipient and any other person 
("leasing organization") has performed services for the recipient (or for the 
recipient and related persons determined in accordance with Code Section 
414(n)(6)) on a substantially full time basis for a period of at least one 
year, and such services are of a type historically performed by employees in 
the business field of the recipient employer.  Contributions or benefits 
provided a Leased Employee by the leasing organization which are attributable 
to services performed for the recipient employer shall be treated as provided 
by the recipient employer.  A Leased Employee shall not be considered an 
Employee of the recipient if:

    (a)  such employee is covered by a money purchase pension plan providing:

      (i)   a non-integrated employer contribution rate of at least ten 
percent of Includable Compensation;

      (ii)  immediate participation; and

      (iii) full and immediate vesting.

    (b)  Leased Employees do not constitute more than 20% of the recipient's 
Non-Highly Compensated Employees.
2.32  Leave of Absence.  Any absence without pay authorized by the 
Participating Employer under its standard personnel practices.  All persons 
under similar circumstances shall be treated alike in the granting of such 
Leaves of Absence.

2.33  Matching Contributions.  Participating Employer contributions described 
in Section 5.1(a)(ii).

2.34  Maternity or Paternity Absence.  An absence from work for any period for 
any of the following reasons:

    (a)  The pregnancy of the Employee,

    (b)  The birth of a child of the Employee,

    (c)  The placement of a child with the Employee in connection with the 
adoption of the child by the Employee, or

    (d)  For purposes of caring for the child for a period beginning 
immediately following the birth or placement referred to in subparagraphs (b) 
or (c) above.

Notwithstanding the foregoing, a period of absence shall be treated as a 
Maternity or Paternity Absence only if the Employee claims that such absence 
qualifies as a Maternity or Paternity Absence and furnishes such proof and 
information regarding such absence as the Committee reasonably requires.

A Maternity or Paternity Absence shall be recognized solely for purposes of 
determining whether or not an Employee has incurred a Break in Service.  
Accordingly, such a Maternity or Paternity Absence shall not result in an 
accrual of Service for purposes of the benefit accrual provisions of this 
Plan.

2.35  Non-Elective Contribution.  The Participating Employer's contributions 
to the Plan excluding, however, contributions made pursuant to the 
Participant's Compensation deferral agreement provided for in Section 4.1 and 
any Qualified Non-Elective Contribution.

2.36  Non-Highly Compensated Participant. Any Participant who is neither a 
Highly Compensated Employee nor a Family Member.

2.37  Normal Retirement.  A Participant's termination of employment on or 
after attaining the Plan's Normal Retirement Date (other than by reason of 
death or Total and Permanent Disability).  

2.38  Normal Retirement Age.  Sixty-five (65).
2.39  Normal Retirement Date.  The first day of the month which coincides with 
or next follows the date the Participant attains Normal Retirement Age.

2.40  Participant.  An Eligible Employee who is entitled to participate in the 
Plan.  If a Participant is transferred from one Participating Employer to 
another Participating Employer, he shall automatically become a Participant 
under the Plan with such other Participating Employer if he continues to be an 
Eligible Employee; further, he shall continue to be a Participant with respect 
to his benefits accrued at the date of-transfer during the period that he is a 
Participant under the Plan with such Participating Employer.  If a Participant 
becomes represented by a collective bargaining agent or is included in a 
collective bargaining unit, and thereby becomes ineligible to continue to make 
Compensation Deferral Contributions because he is no longer an Eligible 
Employee, he shall continue to be a Participant with respect to his benefits 
accrued to the date of his change of status during the period of his 
subsequent Service.

2.41  Participating Employer. 

    (a)  Computer Sciences Corporation, and

    (b)  any Affiliated Company which the Board of Directors has designated as 
a Participating Employer with respect to this Plan and related Trust.  
Attached hereto as Schedule A is a list of the Affiliated Companies that are 
designated a Participating Employer.

2.42  Period of Severance.  The period of time commencing on an Employee's 
Severance Date and ending on the Employee's Employment Commencement Date, if 
any, following thereafter.

2.43  Plan.  The Computer Sciences Corporation Matched Asset Plan as set forth 
herein, and as it may be amended from time to the.

2.44  Plan Administrator.  The administrator of the Plan, within the meaning 
of Section 3(16)(A) of ERISA.  The Plan Administrator shall be Computer 
Sciences Corporation.

2.45  Plan Year.  The twelve month period beginning each January 1 and ending 
on the following December 31.

2.46  Postponed Retirement Date.  The first day of the month following the 
month in which a Participant terminates employment after his normal Retirement 
Date.

2.47  Prior Plan.  The Computer Sciences Corporation Employee Stock Purchase 
Plan," as in effect prior to January 1, 1987.
2.48  Severance.  The termination of an Employee's employment, in any 
capacity, with the Company and Affiliated Companies, by reason of such 
Employee's death, resignation, dismissal or otherwise.  For the purposes of 
this Plan, an Employee shall be deemed to have incurred a Severance on the 
date on which he dies, resigns, is discharged, or his employment with the 
Company and its Affiliated Companies otherwise terminates (including a failure 
to return to work on or before the date on which he is scheduled to return to 
work after the termination of a Leave of Absence, which failure shall be 
deemed to constitute a termination of employment as of such date of scheduled 
return).

2.49  Severance Date.  In the case of any Employee who incurs a Severance, the 
day on which such Employee is deemed to have incurred said Severance, 
determined in accordance with the provisions of Section 2.48.

2.50  Service.  With respect to any regular full-time Employee, the Service of 
such Employee, determined in accordance with the following rules:

    (a)  An Employee shall receive Service credit for the elapsed period of 
time between each Employment Commencement Date of such Employee and the 
Severance Date which immediately follows said Employment Commencement Date.  
By way of illustration of the foregoing general rule, and not in limitation 
thereof, an Employee shall receive Service credit for any period of authorized 
Leave of Absence (until such Employee incurs a Severance (if any) during such 
authorized Leave of Absence), including any leave for service in the United 
States armed forces as may be required pursuant to applicable federal law, 
including any provision of such law requiring that such Employee on military 
leave apply for reemployment and/or be rehired by the Company following his 
military duty.  An Employee who is absent from work on an authorized Leave of 
Absence shall be deemed to have incurred a Severance (if any) as of the date 
specified in Section 2.48 hereinabove.

    (b)  An Employee shall also receive Service credit for periods between a 
Severance and a subsequent Employment Commencement Date in accordance with the 
following rules:

      (i)   If an Employee incurs a Severance by reason of a quit, discharge 
or retirement (other than a Severance occurring during an approved Leave of 
Absence, as provided in Section 2.50(b)(ii)), and such Employee is thereafter 
reemployed by the Company or an Affiliated Company prior to his incurring a 
Break in Service, he shall receive Service credit for the period commencing 
with his Severance Date and ending with his Employment Commencement Date 
following thereafter; and

      (ii)  If an Employee is on an approved Leave of Absence and then incurs 
a Severance by reason of a quit, discharge or retirement during such Leave of 
Absence, and such Employee is thereafter reemployed by the Company or an 
Affiliated Company within twelve (12) months of the date on
which he discontinued active employment and commenced such Leave, he shall 
receive Service credit for the period commencing with the date on which he was 
first absent from employment and ending with his Employment Commencement Date 
following thereafter.

      (iii) Other than as expressly set forth above in this Section 2.50, an 
Employee shall receive no Service credit with respect to periods between a 
Severance Date and a subsequent Employment Commencement Date.

      (iv)  Periods of Maternity or Paternity Absence shall be included in a 
period of Service for purposes of computing Vested Interests under Section 
8.2.

    (c)  In the case of any Employee who incurs a Break in Service and who, 
immediately preceding such Break, did not have any Vested Interest under this 
Plan, if his Period of Severance giving rise to such Break equals or exceeds 
his Parity Period, as defined below, then such period of Service prior to said 
Break in Service shall not be taken into account under this Plan.  Such 
Service credit accrued before such Break shall be deemed not to include any 
period of Service not required to be taken into account under this Section 
2.50 by reason of any prior Break in Service. For purposes of this Section 
2.50(c), the term Parity Period shall mean:

      (i)   For Plan Years commencing before January 1, 1985, the 
Participant's Service credit accrued prior to the Period of Severance giving 
rise to said Break;

      (ii)  For Plan Years commencing after December 31, 1984, the greater of 
(A) five (5) Years of Service, or (B) the Period described in Section 
2.50(c)(i) above.

Service credit accrued before a Break in Service shall be deemed not to 
include any period or Periods of Service not required to be taken into account 
under this Section 2.50(c) or under the terms of the Plan as in effect prior 
to January 1, 1985 by reason of any prior Break in Service.

    (d)  An Employee shall be credited with Service with respect to a period 
of employment with an Affiliated Company, but only to the extent that such 
period of employment would be so credited under the foregoing rules set forth 
in this Section 2.50 had such Employee been employed during such period by a 
Participating Employer.  Notwithstanding the foregoing, unless provided by the 
Board of Directors, or unless otherwise expressly stated in this Plan, such an 
Employee shall not receive such Service credit for any period of employment 
with an Affiliated Company prior to such entity becoming or becoming a part 
of, an Affiliated
Company.  Also, in the discretion of the Board of Directors, an Employee may 
receive Service credit for a period of employment for another entity where the 
Company is the successor contractor under a contract held by such other 
entity.

2.51  Spouse (Surviving Spouse).  The person to whom a Participant is legally 
married, provided that a former spouse will be treated as the Spouse or 
Surviving Spouse and a current Spouse will not be treated as a Spouse or 
Surviving Spouse to the extent provided under a qualified domestic relations 
order as described in Section 414(p) of the Code.

2.52  Stock.  Common stock of Computer Sciences Corporation and shares of 
stock of Computer Sciences Corporation or of another corporation for which 
such common stock shall be exchanged, whether through reorganization, 
recapitalization, stock split-up, combination of shares, merger, consolidation 
or other change in the corporate stock structure.

2.53  Top Paid Group.  The top 20 percent of Employees who performed services 
for the Company or an Affiliated Company during the applicable year, ranked 
according to the amount of Includable Compensation received from the Company 
or an Affiliated Company during such year.  Leased Employees within the 
meaning of Code Sections 414(n)(2) and 414(o)(2) shall be considered Employees 
unless such Leased Employees are covered by a plan described in Code Section 
414(n)(5) and are not covered in any qualified plan maintained by the Company 
or an Affiliated Company.  Employees who are non-resident aliens and who 
received no earned income (within the meaning of Code Section 911(d)(2) from 
the Company or an Affiliated Company constituting United States source income 
within the meaning of Code Section 861(a)(3) shall not be treated as 
Employees.  Additionally, for the purpose of determining the number of active 
Employees in any year, the following additional Employees shall also be 
excluded; however, such Employees shall still be considered for the purpose of 
identifying the particular Employees in the Top Paid Group:

    (a)  Employees with less than six (6) months of service;

    (b)  Employees who normally work less than 17-1/2 hours per week;

    (c)  Employees who normally work less than six 6 months during a year; and 

    (d)  Employees who have not yet attained age 21.

In addition, if 90 percent or more of the Employees of the Company or an 
Affiliated Company are covered under agreements the Secretary of Labor finds 
to be collective bargaining agreements between Employee representatives and 
the Company or an Affiliated Company and the Plan covers only Employees who 
are not covered under such
agreements, then Employees covered by such agreements shall be excluded from 
both the total number of active Employees as well as from the identification 
of particular Employees in the Top Paid Group.

The foregoing exclusions set forth in this Section shall be applied on a 
uniform and consistent basis for all purposes for which the Code Section 
414(q) definition is applicable.

2.54  Total and Permanent Disability.  An individual shall be considered to be 
suffering from a Total and Permanent Disability if the Committee determines 
that he is unable to engage in any substantial gainful activity by reason of 
any medically determinable physical or mental impairment.  An individual's 
disabled status shall be determined in the sole discretion of the Committee, 
based on such evidence as the Committee determines to be sufficient.

2.55  Trust and Trust Fund.  The assets of the trust established under the 
Trust Agreement pursuant to Article 6.

2.56  Trust Agreement.  The one or more agreements entered into between the 
Company and a Trustee in accordance with the provisions of Article 6 for the 
purpose of holding contributions and earnings under this Plan.

2.57  Trustee.  Any successor or other corporation or person or persons acting 
as a trustee of the Trust Fund.

2.58  Valuation Date.  The last business day of each calendar month, as of 
which the fair market value of each Investment Fund and of Participants' 
Accounts shall be determined.  The Committee may in its discretion adopt a 
daily Valuation Date for all Accounts.

2.59  Vested Interest.  That portion of the interest of a Participant in his 
Accounts which is at all times fully vested and nonforfeitable.

2.60  Year of Service.  "Year of Service" for a regular full-time Employee, 
shall mean for all purposes of this Plan, three hundred sixty-five (365) days 
of Service.  "Year of Service" for a part-time, casual or temporary Employee, 
shall mean for purposes of eligibility to participate in this Plan, the 
completion of 1,000 Hours of Service during a 12 consecutive month period.  
Such period shall initially begin on an Employee's Employment Commencement 
Date.  If such Employee does not complete 1,000 Hours of Service within that 
initial 12 consecutive month period, subsequent 12 consecutive month periods 
shall commence with the first Plan Year which commences prior to the first 
anniversary of the Employee's Employment Commencement Date.  For purposes of 
determining the Vested Interest of a part-time, casual or temporary Employee, 
Years of Service shall be calculated in the same manner as it is for a regular 
full-time Employee.
ARTICLE 3

                        ELIGIBILITY AND PARTICIPATION

3.1  Eligibility to Participate.

    (a)  A regular fulltime Eligible Employee under age 40 shall become 
eligible to participate in this Plan on an Eligibility Date coinciding with or 
next following the later of (i) the date he attains age 21, or (ii) the first 
anniversary of the Employee's Employment Commencement Date.

    (b)  A regular fulltime Eligible Employee age 40 or older shall become 
eligible to participate in this Plan on an Eligibility Date coinciding with or 
next following the later of (i) his Employment Commencement Date, or (ii) the 
date he attains age 40.

    (c)  A part-time, casual or temporary Eligible Employee under age 40 shall 
become eligible to participate in this Plan on an Eligibility Date coinciding 
with or next following the later of (i) the date he attains age 21, or (ii) 
the first anniversary of his Employment Commencement Date provided that by 
such first anniversary the Eligible Employee shall have completed a Year of 
Service. If an Eligible Employee does not complete a Year of Service by his or 
her first anniversary, a Year of Service shall thereafter be calculated on a 
calendar year basis, beginning with the first January 1 occurring after the 
Employee's Employment Commencement Date.  A part-time, casual or temporary 
Eligible Employee age 40 or older shall be eligible to participate in this 
Plan on the Eligibility Date coinciding with or next following the later of 
the date he attains age 40, or (ii) the first anniversary of his Employment 
Commencement Date.

    (d)  If an Eligible Employee ceases to be an Eligible Employee he shall 
again become eligible to participate in the Plan on the date he again becomes 
an Eligible Employee.

                                  ARTICLE 4

                           COMPENSATION DEFERRALS

4.1  Compensation Deferral Agreement.

    (a)  Each Eligible Employee who desires to have Compensation Deferral 
Contributions made on his behalf shall enter into a Compensation deferral 
agreement with his Participating Employer to have a percentage of his 
Compensation deferred for each payroll period for which such Compensation 
deferral agreement is in effect.  Such percentage shall be a whole percentage 
of Compensation up to the
maximum permissible dollar amount under the Plan. The Participating Employer 
shall make Compensation Deferral Contributions on behalf of the Participant in 
accordance with Section 5.1(a)(i).

    (b)  The Compensation deferral agreement shall remain in effect throughout 
that Plan Year and all subsequent Plan Years until such agreement is modified, 
revoked or terminated, pursuant to Section 4.2, or the Participant ceases to 
be an Eligible Employee.  A Compensation deferral agreement shall be made in 
such form and manner as the Committee shall prescribe or approve.

4.2  Modification, Revocation or Termination of Compensation Deferral 
Agreement.

    (a)  A Participant may change the percentage of his Compensation Deferral 
Contributions once during a calendar quarter as of the first day of any 
payroll period, by delivering to the Committee his written notice of such 
change at least thirty (30) days before the effective date of the change.

    (b)  A Participant may revoke his Compensation deferral agreement as of 
the first day of any payroll period by delivering to the Committee his written 
notice of such revocation at least thirty (30) days before the first day of 
the payroll period.  A revocation shall remain in effect throughout that Plan 
Year and all subsequent Plan Years until the Participant enters into a new 
Compensation deferral agreement with his Employer pursuant to Section 4.1.  A 
Participant who revokes his Compensation deferral agreement may not resume 
Compensation deferrals before the first payroll period beginning at least 
three (3) full calendar months following the effective date of the revocation.

    (c)  A Participant's Compensation deferral agreement shall automatically 
terminate if he ceases to be an Eligible Employee.  If he again becomes an 
Eligible Employee and desires to again defer a portion of his Compensation, it 
shall be his responsibility to enter into a new Compensation deferral 
agreement in order to resume Compensation deferrals.

    (d)  The Committee may prescribe such rules as it deems necessary or 
appropriate regarding the modification, revocation or termination of a 
Participant's Compensation deferral agreement.

    (e)  It shall be the responsibility of an Eligible Employee who elects 
Compensation Deferral Contributions to be made to this Plan to verify that the 
amounts of Compensation deferrals are in accordance with his Compensation 
deferral agreement, and investment of such deferrals is in accordance with his 
investment designations.

4.3  Amount Subject to Deferral.
(a)  No Participant shall be permitted to make Compensation Deferral 
Contributions in any calendar year in excess of $7,000, or such greater amount 
as may be determined from time to time by the Secretary of the Treasury 
pursuant to Code Section 402(g)(5).  In the event a Participant's Compensation 
Deferral Contributions exceed the $7,000 limitation or such greater amount as 
determined in the previous sentence for any calendar year for any reason, such 
excess contributions and any income allocable thereto shall be returned to the 
Participant, as provided in Section 4.6.

    (b)  The Committee may prescribe such rules as it deems necessary or 
appropriate regarding deferrals under Section 4.1(a), including rules 
regarding the maximum amount that a Participant may defer under Section 4.1(a) 
and the timing of a deferral election. These rules shall apply to all 
Employees eligible to enter into a Compensation deferral agreement described 
in Section 4.1, except to the extent that the Committee prescribes special or 
more stringent rules applicable only to Highly Compensated Employees.

4.4  Limitation on Compensation Deferrals by Highly Compensated Employees.  
With respect to each Plan Year, Compensation Deferral Contributions by Highly 
Compensated Employees under the Plan for the Plan Year shall not exceed the 
limitations on contributions by or on behalf of Highly Compensated Employees 
under Section 401(k) of the Code, as provided in this Section.  In the event 
that Compensation Deferral Contributions under this Plan by or on behalf of 
Highly Compensated Employees for any Plan Year exceed the limitations of this 
Section for any reason, such excess contributions and any income allocable 
thereto shall be returned to the Participant, as provided in Section 4.5.

    (a)  The Compensation Deferral Contributions by a Participant who is a 
Highly Compensated Employee for a Plan Year shall satisfy one of the following 
tests:

      (i)   The "Actual Deferral Percentage" for Eligible Employees who are 
Highly Compensated Employees shall not be more than the "Actual Deferral 
Percentage" of all other Eligible Employees multiplied by 1.25, or

      (ii)  The excess of the "Actual Deferral Percentage" for Eligible 
Employees who are Highly Compensated Employees over the "Actual Deferral 
Percentage" for all other Eligible Employees shall not be more than two 
percentage points, and the "Actual Deferral Percentage" for "Highly 
Compensated Employees" shall not be more than the "Actual Deferral Percentage" 
of all other Eligible Employees multiplied by 2.00.  The use of the 
alternative method by a Highly Compensated Employee may be subject to certain 
"multiple use" restrictions as set forth in Treasury Regulation Section 
1.401(m)-(2), the provisions of which are hereby incorporated by reference.
(b)  For the purposes of this Article 4, "Actual Deferral Percentage" 
means, with respect to Eligible Employees who are Highly Compensated Employees 
and all other Eligible Employees for a Plan Year, the average of the ratios, 
calculated separately for each Employee in such group, of the amount of 
Compensation Deferral Contributions under the Plan on behalf of each Employee 
for such Plan Year to such Employee's Includable Compensation for such Plan 
Year.  

    (c)  In the event that as of the last day of a Plan Year this Plan 
satisfies the requirements of Section 401(a)(4) or 410(b) of the Code only if 
aggregated with one or more other Plans which include arrangements under Code 
Section 401(k), then this Section 4.4 shall be applied by determining the 
Actual Deferral Percentages of Eligible Employees as if all such plans were a 
single plan.

    (d)  For the purposes of this Section, the Actual Deferral Percentage for 
any Highly Compensated Employee who is a Participant under two or more Code 
Section 401(k) arrangements of the Company or an Affiliated Company shall be 
determined by taking into account the Highly Compensated Employee's 
Compensation under each such arrangement and contributions under each such 
arrangement which qualify for treatment under Code Section 401(k).

    (e)  For the purpose of determining the Actual Deferral Percentage of a 
Highly Compensated Employee who is subject to the "family member" aggregation 
rules of Code Section 414(q)(6) because such Participant is either a "five 
percent owner" of the Company or one of the ten (10) Highly Compensated 
Employees paid the greatest Includable Compensation during the year, the 
following shall apply:

      (i)   The combined Actual Deferral Percentage for the family group 
(which shall be treated as one Highly Compensated Employee) shall be 
determined by aggregating Compensation Deferral Contributions and Compensation 
of all eligible family members (including Highly Compensated Employees).  In 
applying the $200,000 (or $150,000 as the case may be) limit to Includable 
Compensation, family members shall include only the affected Employee's spouse 
and any lineal descendants who have not attained age 19 before the close of 
the Plan Year.

      (ii)  The Compensation Deferral Contributions and Compensation of all 
family members shall be disregarded for purposes of determining the Actual 
Deferral Percentage of the Non-Highly Compensated Participant group except to 
the extent taken into account in paragraph (i) above.

      (iii) If a Participant is required to be aggregated as a member of more 
than one family group in a plan, all Participants who are
members of those family groups that include the Participant are aggregated as 
one family group in accordance with paragraphs (i) and (ii) above.

    (f)  For purposes of this Section, the amount of Compensation Deferral 
Contributions by a Participant who is not a Highly Compensated Employee for a 
Plan Year shall be reduced by any Compensation Deferral Contributions in 
excess of $7,000 (as adjusted upward by the Secretary of Treasury) which have 
been distributed to the Participant under Section 4.6, in accordance with 
regulations prescribed by the Secretary of the Treasury under Section 401(k) 
of the Code.

    (g)  The determination and treatment of Compensation Deferral 
Contributions and the Actual Deferral Percentage of any Participant shall 
satisfy such other requirements as may be prescribed by the Secretary of the 
Treasury.

4.5  Provisions for Distribution of Excess Compensation Deferrals By Highly 
Compensated Employees.  The Committee shall determine, as soon as is 
reasonably possible following the close of each Plan Year, the extent, if any, 
to which the Compensation Deferral Contributions by Highly Compensated 
Employees do not satisfy one of the tests set forth in Section 4.4.  If Excess 
Compensation Deferral Contributions exist, the Committee shall on or before 
the fifteenth day of the third month following the end of the Plan Year, 
distribute the excess portion of the Compensation Deferral Contributions to 
the Highly Compensated Employee having the highest actual deferral ratio until 
one of the tests set forth in Section 4.4 is satisfied, or until his actual 
deferral ratio equals the actual deferral ratio of the Highly Compensated 
Employee having the second highest actual deferral ratio.  This process shall 
continue until one of the tests set forth in Section 4.4 is satisfied.  For 
each Highly Compensated Employee, the amount of Excess Contributions is equal 
to the Compensation Deferral Contributions on behalf of such Highly 
Compensated Employee (determined prior to the application of this paragraph) 
minus the amount determined by multiplying the Highly Compensated Employee's 
actual deferral ratio (determined after application of this paragraph) by his 
Compensation.  However, in determining the amount of Excess Contributions to 
be distributed and/or recharacterized with respect to an affected Highly 
Compensated Employee as determined herein, such amount shall be reduced by any 
Excess Deferred Compensation previously distributed to such affected Highly 
Compensated Employee for his taxable year ending with or within such Plan 
Year.

    (a)  With respect to the distribution of Excess Contributions such 
distribution:

      (i)   may be postponed but not later than the close of the Plan Year 
following the Plan Year to which they are allocable;

      (ii)  shall be adjusted for income; and
(iii) shall be designated by the Committee as a distribution of Excess 
Contributions (and Income).

    (b)  Any distribution of less than the entire amount of Excess 
Contributions shall be treated as a pro rata distribution of Excess 
Contributions and income.

    (c)  If the determination and correction of Excess Contributions is that 
of a Highly Compensated Employee whose actual deferral ratio is determined 
under the family aggregation rules, then the actual deferral ratio shall be 
reduced as required herein, and the Excess Contributions for the family unit 
shall be allocated among the family members in proportion of the Compensation 
Deferral Contributions of each family member that were combined to determine 
the group actual deferral ratio.  Notwithstanding the foregoing, with respect 
to Plan Years beginning prior to January 1, 1990, compliance with the 
Regulations then in effect shall be deemed to be compliance with this 
paragraph.

4.6  Provisions for Distribution of Annual Compensation Deferral Contributions 
in Excess of the Applicable Limit.

    (a)  In the event that the Compensation Deferral Contributions by a 
Participant under this Plan and "elective deferrals" (as defined in Treasury 
Regulations Section 1.402(g)-1(b)) under all other plans, contracts, or 
arrangements of the Employer shall exceed the "applicable limit" (as defined 
in Treasury regulation Section 1.402(g)-1(d)) for the Participant's taxable 
year, then such excess Compensation Deferral Contributions shall be 
distributed to the Participant (after withholding applicable federal, state 
and local income taxes due on such amounts) on or before the first April 15 
following the close of the calendar year in which such excess contribution is 
made; provided, however, if there is a loss allocable to the excess 
Compensation Deferral Contribution, the amount distributed shall be the excess 
contribution amount adjusted to reflect such loss.  Income or loss shall be 
allocated to the Excess Compensation Deferral Contribution by the same method 
used to allocate income or loss to Participants' Accounts.  The Committee 
shall not be liable to any Participant (or his Beneficiary, if applicable) for 
any losses caused by incorrectly estimating the amount of any Participant's 
Compensation Deferral Contributions in excess of the limitations of this 
Article 4 and any income allocable to such excess.

    (b)  On or before March 1, a Participant may submit a claim to the 
Committee in which he certifies in writing the specific amount of his 
Compensation Deferral Contributions for the preceding calendar year which, 
when added to amounts deferred for such calendar year under other plans or 
arrangements described in Sections 401(k), 408(k) or 403(b) of the Code, will 
cause the Participant to exceed the "applicable limit" for the calendar year 
in which the deferral occurred.  Notwithstanding the amount of the 
Participant's Compensation Deferral
Contributions under the Plan for such preceding calendar year, the Committee 
shall treat the amount specified by the Participant in his claim as a 
Compensation Deferral Contribution in excess of the "applicable limit" for 
such calendar year and return such excess, as adjusted for any income or loss 
allocable thereto, to the Participant as provided in (a) above.

    (c)  Any excess Compensation Deferral Contributions shall be treated as 
Annual Additions under Article 15 for the Plan Year for which the excess 
Compensation Deferral Contributions were made unless such excess is 
distributed to a Participant in accordance with this Section.

4.7  Character of Amounts Contributed as Compensation Deferrals.  Amounts 
deferred pursuant to the Compensation deferral agreement described above in 
Section 4.1 (and which qualify for treatment under Code Section 401(k) and are 
contributed to the Trust Fund pursuant to Article 6) shall be treated, for 
federal and state income tax purposes, as Employer contributions.

4.8  Participant Voluntary Contributions.  A Participant shall not be 
permitted to make any voluntary after-tax contributions to the Plan.

4.9  Participant Transfer Contributions.  Effective as of a Participant's 
Eligibility Date, or such later date as may be determined by the Committee, 
the account, if any, of such Participant then held in trust under another plan 
that satisfies the requirements of Code Section 401(a), or in an individual 
retirement account which is attributable solely to a rollover contribution 
within the meaning of Code Section 408(d)(3), may be transferred to this Plan 
and credited to the Participant's Transfer Account in accordance with rules 
which the Committee shall prescribe from time to time; provided, however, the 
Committee determines that the continued qualification of this Plan would not 
be adversely affected by such transfer.  In the case of a transfer to this 
Plan of a Participant's account under a Plan of an Affiliated Company, such 
transfer shall be made directly from the trustee of the plan of such 
Affiliated Company to the Trustee of this Plan.  Any amount transferred in 
accordance with this Section 4.9 shall not be subject to distribution to the 
Participant except as expressly provided under the terms of this Plan.

                                  ARTICLE 5

                           EMPLOYER CONTRIBUTIONS

5.1  Amount of Employer Contributions.

    (a)  Subject to the requirements and restrictions of this Article 5 and 
Articles 6 and 15 an Employer shall make contributions to the Plan as follows:

      (i)   As of the last day of each calendar month, the Employer shall make 
a Compensation Deferral Contribution on behalf of a Participant equal to the 
amount of Compensation deferred by the Participant for each payroll period 
ending within such calendar month pursuant to the Compensation deferral 
agreement described in Section 4.1 hereunder, provided such Compensation 
Deferral Contribution qualifies for tax treatment under Code Section 401(k).  
The Compensation Deferral Contribution on behalf of the Participant for each 
payroll period ending within the calendar month shall be paid to the Trustee 
prior to the end of the calendar month next following the calendar month to 
which the Compensation Deferral Contribution applies, and in no event later 
than thirty (30) days following the close of the Plan Year to which it 
applies.

      (ii)  As of the last day of each calendar month, the Employer shall make 
a Matching Contribution on behalf of a Participant in an amount equal to fifty 
percent (50%) of the first three Percent (3%) of the Compensation Deferral 
Contribution on behalf of the Participant for each payroll period ending 
within such calendar month, provided the Participant's Compensation Deferral 
Contribution qualifies for tax treatment under Code Section 401(k).  Matching 
Contributions shall be paid to the Trustee prior to the end of the calendar 
month next following the calendar month to which the Matching Contribution 
applies.

    (b)  In no event shall contributions made under Section 5.1(a)(ii) above 
for any Plan Year be made later than the time prescribed by law for the 
deduction of such contribution for purposes of the Employer's Federal income 
tax, as determined by the applicable provisions of the Code.

5.2  Special Limitations on Matching Contributions.  With respect to each Plan 
Year, Matching Contributions under the Plan for the Plan Year shall not exceed 
the "actual contribution percentage" test of Code Section 401(m)(2).  In the 
event that Matching Contributions under this Plan on behalf of Highly 
Compensated Employees for any Plan Year exceed the "actual contribution 
percentage" test of Code Section 401(m)(2) for any reason, such excess 
Matching Contributions and any income allocable thereto shall be disposed of 
in accordance with Section 5.3.  The provisions of Code Sections 401(m)(2) and 
401(m)(9) and Regulation Sections 1.401(m)-1(b) and 1.401(m)-2 are hereby 
incorporated by reference.

5.3  Return of Excess Matching Contributions on Behalf of Highly Compensated 
Employees.

    (a)  The Committee shall determine, as soon as is reasonably possible 
following the close of the Plan Year, the extent (if any) to which Matching 
Contributions on behalf of Highly Compensated Employees may cause the Plan to 
exceed the limitations of Section 5.2 for such Plan Year.  If, pursuant to the 
determination by the Committee, Matching Contributions on behalf of a Highly
Compensated Employee may cause the Plan to exceed such limitations, then the 
Committee shall take the following steps:

      (i)   First, any excess Matching Contributions on behalf of Highly 
Compensated Employee shall be forfeited, to the extent forfeitable under the 
Plan.  Amounts of excess Matching Contributions forfeited by Highly 
Compensated Employees under this Section shall be applied to the maximum 
extent practicable, to reduce the Employer's Matching Contribution for the 
Plan Year for which the excess Matching Contribution was made and succeeding 
Plan Years, as necessary.

      (ii)  If any excess remains after the provisions of (i) above are 
applied, any excess Matching Contributions which are non-forfeitable under the 
Plan, and any income allocable thereto, shall be distributed to the Highly 
Compensated Employee (after withholding applicable federal, state and local 
income taxes due on such amount) within two and one-half (2-1/2) months 
following the close of the Plan Year for which the excess Matching 
Contribution was made, but in no event later than the end of the first Plan 
Year following the Plan Year for which the excess Matching Contribution was 
made, notwithstanding any other provision in this Plan.

    (b)  For purposes of this Section, the amount of any excess Matching 
Contributions on behalf of a Highly Compensated Employee for a preceding Plan 
Year under Section 5.2, and any income or loss allocable to any excess 
Matching Contributions, shall be determined by the Committee in accordance 
with Section 4.6(a)  The Committee shall not be liable to any Highly 
Compensated Employee (or his Beneficiary, if applicable) for any losses caused 
by incorrectly estimating the amount of any excess Matching Contributions on 
behalf of a Highly Compensated Employee and the earnings attributable to such 
excess.

    (c)  Any excess Matching Contribution forfeited by or distributed to a 
Highly Compensated Employee in accordance with this Section shall be treated 
as an Annual Addition under Article 15 for the Plan Year for which the excess 
contribution was made.  In addition, any forfeited amount reallocated to the 
account of another Participant shall be treated as an Annual Addition with 
respect to such Participant.

5.4  Irrevocability.  An Employer shall have no right or title to, nor 
interest in, the contributions made to the Trust Fund, and no part of the 
Trust Fund shall revert to an Employer except that on and after the Effective 
Date funds may be returned to the Employer as follows:
(a)  In the event the Employer shall make an excessive contribution under 
a mistake of fact pursuant to ERISA Section 403(c)(2)(A), the Employer may 
demand repayment of such excessive contribution at any time within one (1) 
year following the time of payment and the Trustees shall return such amount 
to the Employer within the one (1) year period.  Earnings of the Plan 
attributable to the excess contributions may not be returned to the Employer 
but any losses attributable thereto must reduce the amount so returned.

    (b)  Any contribution by the Employer to the Trust Fund is conditioned 
upon the deductibility of the Contribution by the Employer under the Code, 
and, to the extent any such deduction is disallowed, the Employer may, within 
one (1) year following the disallowance of the deduction, demand repayment of 
such disallowed contribution and the Trustee shall return such contribution 
within one (1) year following the disallowance.  Earnings of the Plan 
attributable to the excess contribution may not be returned to the Employer, 
but any losses attributable thereto must reduce the amount so returned.

                                  ARTICLE 6

                            TRUSTEE AND TRUST FUND

6.1  In General.  The Company has entered into a Trust Agreement with a 
Trustee creating the Trust Fund. Such Trust Agreement provides for the 
administration of the Trust Fund by the Trustee.  The Trust Fund shall be 
invested in accordance with provisions of the Plan and Trust Agreement and 
shall be held-in trust for the exclusive benefit of Participants or their 
Beneficiaries.  The Committee, may, without further reference to or action by 
any Participant, from time to time (i) enter into such further agreements with 
the Trustee or other parties and make such amendments to the Trust Agreement 
or said further agreements as it may deem necessary or desirable to carry out 
the Plan, (ii) designate a successor Trustee or successor Trustees and (iii) 
take such other steps and execute such other instruments as it may deem 
necessary or desirable to carry out the provisions thereof.

                                  ARTICLE 7

                               INVESTMENT FUNDS

7.1  Investment of Matching Contributions and Retirement Accounts.  Except as 
provided in Section 7.1(l), Matching Contributions and Retirement Accounts 
shall be invested in the Computer Sciences Corporation Stock Fund, subject to 
a Participant's right to transfer amounts to another Investment Fund pursuant 
to the provisions of Section
7.3 and 20.3(a). Investments in the Computer Sciences Corporation Stock Fund 
shall be subject to the following special rules:

    (a)  The Trustee shall promptly invest Matching Contributions paid into 
the Trust Fund, together with interest, dividends and other income and cash 
receipts of the Computer Sciences Corporation Stock Fund, in Computer Sciences 
Corporation Stock.  Notwithstanding the foregoing, the Trustee may defer 
investment of Matching Contributions, interest, dividends and other cash 
receipts in such Computer Sciences Corporation Stock for a reasonable period 
following the date of receipt by the Trustee of each such item if such action 
is deemed by it to be in the best interest of the Participants.  The Trustee 
may sell any such Computer Sciences Corporation Stock and defer reinvestment 
of the proceeds therefrom for a reasonable period following the date of such 
sale if such action is deemed by it to be in the best interests of the 
Participants.

    (b)  During the period that investment or reinvestment of funds in such 
Computer Sciences Corporation Stock is deferred, the Trustee may invest such 
funds in one or more interest bearing savings accounts of a bank, in one or 
more accounts in an insured savings and loan association, in time certificates 
of deposit (including those issued by the Trustee bank), in bankers' 
acceptances (including those accepted by the Trustee bank), in other short-
term investment grade obligations issued by the United States, any State 
thereof, any political subdivision of the United States or any State thereof, 
or any commercial entity (including the Trustee bank) other than the Company, 
or in units of the Trustee bank's qualified commingled fund as may be selected 
by the Committee, in which event, a Declaration of Trust therefor is hereby 
made a part hereof as if set forth at length herein, and money of the Trust so 
invested in said fund shall be held and administered by the Trustee bank, as 
Trustee, strictly in accordance with the terms of and under the power granted 
in said Declaration of Trust, as it may be amended from time to time.

    (c)  Stock shall be purchased or sold by the Trustee (i) on a national 
securities exchange, (ii) from or to the Employer, or (iii) elsewhere, as the 
Committee may direct.  If any purchases or sales are made other than on a 
national securities exchange, the price shall in the case of a purchase be no 
more than, or in the case of a sale be no less than, the closing quotation on 
the date of such purchase or sale of such Stock on the national securities 
exchange upon which the Stock is traded, adjusted for brokerage fees, 
commission and other handling charges.  Subject to Committee direction, the 
Trustee may exercise or sell any options, rights or warrants which entitle the 
Trustee to subscribe to or purchase Stock.  If any sales are made other than 
on a national securities exchange, the price shall be no less than the closing 
quotation on the date of such sale for such options, rights or warrants, 
adjusted for brokerage fees, commissions and other handling charges.
(d)  The voting or proxy or other rights with respect to such Stock shall 
be passed through to Participants as provided in this Section.  Each 
Participant shall be entitled to direct the Trustee as to the manner in which 
Stock then allocated to his or her account(s) will be voted.  Such directions 
may be achieved through the use of proxy or similar statements delivered to 
the Participants with respect to the Stock allocated to their accounts.

    (e)  In the case of any allocated Stock with respect to which Participants 
are entitled to issue directions pursuant to the foregoing and for which such 
directions are not received by the Trustee, the Committee shall in its 
discretion, direct the Trustee as to the manner in which such Stock shall be 
voted.

    (f)  In the case of any allocated Stock with respect to which Participants 
are not entitled to issue directions pursuant to the foregoing, and with 
respect to all unallocated Stock, the Committee shall, in its sole discretion, 
direct the Trustee as to the manner in which such Stock shall be voted.

    (g)  In the event that no Stock voting rights are required by law or the 
terms of the Plan to be passed through to Participants, the Stock shall be 
voted by the Trustee as directed by the Committee.

    (h)  Directions under this provision as to the manner in which Stock shall 
be voted shall be certified to the Trustee by the Committee or any agent 
designated thereby, provided such directions are received by the Trustee at 
least five (5) days before the date set for the meeting at which the shares 
are to be voted.  The Committee shall provide any information requested by the 
Trustee that is necessary or convenient in connection with obtaining and 
preserving the confidentiality of the Participant's directions.

    (i)  In the case of a tender or exchange offer, the Trustee shall tender 
whole shares of Stock allocated to the accounts of Participants only as and to 
the extent instructed by such Participants.  If the Trustee shall not receive 
instructions from a Participant regarding any such tender or exchange offer 
for such Stock, the Trustee shall take no action with respect thereto.

    (j)  The Employer shall be solely responsible to provide the Participants 
on a timely basis all such offering materials, information, notifications, 
requests and other materials as may be necessary or desirable in the exercise 
of the authority reserved to the participants and the Trustee shall have no 
responsibility with respect to any communication or the absence of timeliness 
thereof.

    (k)  Stock shall be valued on the basis of the closing quotation for 
shares of Stock on the national securities exchange upon which such Stock is 
then traded.  The value of such Stock, and the fair market value of other 
assets in the Stock Fund, shall be determined by the Trustee based upon such 
sources of
information as it may deem reliable including, but not limited to, information 
reported in (1) newspapers of general circulation, (2) standard financial 
periodicals or publications, (3) statistical and valuation services, (4) the 
records of securities exchanges, investment managers or brokerage firms deemed 
by the Trustee to be reliable, or any combination thereof.

    (l)  The Matching Contributions and Retirement Account of a Participant 
who is an employee of a joint venture in which a Participating Employee has 
less than an 80% interest in capital or profits shall not be invested in the 
Computer Sciences Stock Fund, but instead shall be subject to the investment 
provisions of Section 7.2.

7.2  Investment of Accounts and Contributions.  In accordance with rules of 
uniform application which the Committee may from time to time adopt and 
subject to any limitations set forth in this Article 7, each Participant shall 
have the right to designate one or more of the Investment Funds established by 
the Committee for the investment of his Compensation Deferral Contributions 
Account and his Transfer Account under the Plan (and in the case of an 
"Eligible Participant," as defined in Section 7.3(a) or 20.3(a) and a 
Participant described in Section 7.1(l), his Matching Contributions Account 
and Retirement Account) as made available by the Committee, in accordance with 
the following rules:

    (a)  Investment of Accounts in an Investment Fund shall be in such amounts 
or percentages as the Committee shall prescribe from time to time.

    (b)  With at least 30 days written notice to the Committee, a Participant 
may, (i) make a designation with respect to the amount standing to his credit 
in. such Accounts effective as of the last business day of any calendar 
quarter; and (ii) make a designation with respect to future Compensation 
Deferral Contributions (but not as to Matching Contributions) effective as of 
the first day of any payroll period that coincides with or immediately follows 
the first day of a calendar quarter.

    (c)  Investment Funds may, from time to time, hold cash or cash equivalent 
investments (including interests in any fund maintained by the Trustee as 
provided in the Trust Agreement) resulting from investment transactions 
relating to the property of said Fund; provided, however, that neither the 
Committee, the Company, the Employer, the Trustee or any other person shall 
have any duty or responsibility to cause such Funds to be held in cash or cash 
equivalent investments for investment purposes.  In the case of any Investment 
Fund under the management and control of an Investment Manager appointed by 
the Committee in accordance with Section 11.3, neither the Committee, the 
Company, the Employer, the Trustee, nor any other person shall have any 
responsibility or liability for investment decisions made by such Investment 
Manager.

7.3  Special Investment Rules.

    (a)  Notwithstanding the provisions of Section 7.1, an "Eligible 
Participant," as defined in Section 20.3, may designate any one or more of the 
Investment Funds for the investment of his Matching Contributions Account or 
Retirement Account in accordance with the rules described in Section 7.2. 

    (b)  If payment of a Participant's Distributable Benefit cannot be made 
within 120 days following his Severance Date, the Committee, in its sole 
discretion, may direct that such Participant's Accounts not invested in an 
income-oriented Investment Fund as of such Severance Date be transferred to 
such an Investment Fund, effective as of the last day of a calendar quarter, 
and held in such Fund until payment can be made.  The Committee may at its 
sole discretion charge such a Participant's Accounts with a pro rata share of 
any administrative expenses incurred in connection with the continuing 
maintenance of such Accounts.

                                  ARTICLE 8

                                  VESTING

8.1  Vested Interest in Compensation Deferral Account, Retirement Account and 
Transfer Account.  Each Participant shall at all times have one hundred 
percent (100%) Vested Interest in the value of his Compensation Deferral 
Account, Retirement Account and Transfer Account under the Plan.

8.2  Vested Interest in Matching Contributions Account.

    (a)  The Vested Interest of each Participant in the value of his Matching 
Contributions Account shall be determined in accordance with the following 
provisions:

      (i)   Twenty-five percent (25%) when he has completed two (2) full Years 
of Service and twenty-five percent (25%) for each additional full Year of 
Service, as provided in the following table:
Number of Full Years          Vested Interest in
               of Service          Matching Contributions Account
1                           0
                  2                          25
                  3                          50
                  4                          75
              5 or more                     100
Fractional Years of Service shall not be taken into account.

      (ii)  One hundred percent 100% upon attainment of Normal Retirement Age 
while employed by the Employer, or an Affiliated Company or upon an earlier 
Severance by reason of death or Total and Permanent Disability.

    (b)  Notwithstanding the above, any Years of Service completed by a 
Participant after he incurs at least five (5) consecutive Breaks in Service 
shall not be taken into account for purposes of determining his Vested 
Interest in the value of his matching Contributions Account prior to such 
Breaks in Service.

    (c)  If the vesting schedule under the Plan is amended or if the Plan is 
amended in any way that directly or indirectly affects the computation of a 
Participant's Vested Interest, each Participant who has completed at least 
three (3) Years of Service may elect, within a reasonable time after the 
adoption of the amendment, to continue to have his Vested Interest computed 
under the Plan without regard to such amendment.  The period during which the 
election may be made shall commence with the date the amendment is adopted and 
shall end on the latest of:  (i) 60 days after the amendment is adopted; (ii) 
60 days after the amendment is effective; or (iii) 60 days after the 
Participant is issued written notice of the amendment.

                                  ARTICLE 9

                          PAYMENT OF PLAN BENEFITS

9.1  Distribution Upon Retirement.

    (a)  A Participant may retire from the employment of the Company on his 
Early Retirement Date or his Normal Retirement Date.  If the Participant 
continues in the service of the Company beyond his Normal Retirement Date, he 
shall continue to participate in the Plan in the same manner as Participants 
who have not reached their Normal Retirement Dates.  At the Participant's 
Severance on his Postponed Retirement Date, his Distributable Benefit shall be 
based upon the Vested Interest of his Accounts as of the applicable Valuation 
Date.  After a Participant has reached his Normal Retirement Date, any 
Severance (other than by reason of death or Total and Permanent Disability) 
shall be deemed a Normal Retirement.
(b)  Subject to the provisions of Section 9.4, upon a Participant's 
Severance on or after his Early Retirement Date or Normal Retirement Date such 
Participant shall be entitled to a distribution of his Distributable Benefit 
as provided in Section 9.6 within ninety (90) days after receipt by the 
Committee of all required documentation, but in no event later than the 
sixtieth day after the later of the close of the Plan Year in which occurs the 
Severance, or the close of the Plan Year in which the Participant attains 
Normal Retirement Age unless such Participant consents to a later 
distribution.

    (c)  Distribution to a Participant shall be made not later than April 1 of 
the year following the calendar year in which the Participant attains age 70-
1/2, whether or not such Participant has incurred a Severance.

    (d)  All distributions under this Plan must be made in accordance with the 
regulations under Code Section 401(a)(9), including the incidental death 
benefit of Code Section 401(a)(9)(G).  Furthermore, the provisions of this 
Article 9 reflecting Code Section 401(a)(9) override any other distribution 
options in the Plan inconsistent with Code Section 401(a)(9).

9.2  Distribution Upon Death Prior to Payment of Benefits.

    (a)  Upon the death of a Participant prior to the payment of his 
Distributable Benefit, the Committee shall direct the Trustee to make a 
distribution of such Distributable Benefit as provided in Section 9.6 to the 
Beneficiary designated by the deceased Participant, or otherwise entitled to 
such Distributable Benefit, as provided in Section 9.8.

    (b)  Distribution of a Participant's Distributable Benefit shall be made 
within ninety (90) days after all facts required by the Committee to be 
established as a condition of payment shall have been established to the 
satisfaction of the Committee, but in any event within the maximum time period 
allowed by Code Section 401(a)(9).

9.3  Distribution Upon Disability Prior to Retirement Date.

    (a)  Upon the Severance of a Participant as a result of Total and 
Permanent Disability, which shall be certified by a physician designated by 
the Committee, if the Committee so requests, his Distributable Benefit shall 
be distributed to him as provided in Section 9.6.

    (b)  Distribution to a disabled Participant shall be made within ninety 
(90) days after all facts required by the Committee to be established as a 
condition of payment shall have been established to the satisfaction of the 
Committee.
9.4  Severance Prior to Normal Retirement Date.

    (a)  If a Participant incurs a Severance prior to his Normal Retirement 
Date for any reason other than Total and Permanent Disability or death, his 
Distributable Benefit shall be paid in a lump sum as provided in Section 9.6 
as soon as practicable following the Participant's attainment of Normal 
Retirement Age; provided, however, that in no event shall such distribution be 
later than sixty (60) days after the close of the Plan Year in which the 
Participant attains Normal Retirement Age.  If the Participant does not have a 
100% Vested Interest in his Matching Contributions Account as of his Severance 
Date, the portion of such Participant's Account which is not vested as of such 
Severance Date shall be held in such Account, subject to forfeiture in 
accordance with Section 9.5.

    (b)  Payment of a Participant's Distributable Benefit under this Section 
9.4 may be made in a lump sum as provided in Section 9.6 before the 
Participant's attainment of Normal Retirement Age within ninety (90) days 
after receipt by the Committee of all required documentation (but in no event 
later than sixty (60) days after the close of the Plan Year in which the 
Participant attains Normal Retirement Age) as follows:

      (i)   In the case of a Participant whose Distributable Benefit exceeds 
$3,500, if the Participant elects in writing to payment of such Distributable 
Benefit, and the Spouse of such Participant consents in writing to the 
payment, or 

      (ii)  In the case of a Participant whose Distributable Benefit does not 
exceed $3,500, without such Participant's election or Spouse's consent.

    (c)  Notwithstanding the foregoing, if a Participant ceases to be an 
Employee by reason of a transaction described in Code Section 401(k)(2)(B)(i) 
(III) or (IV), such Participant shall be entitled to distribution of his 
Distributable Benefit as if, for purposes of this Plan only, such event 
constitutes a Severance.

9.5  Forfeitures; Restoration.

    (a)  Subject to the provisions of subsection (c) below, any non-vested 
portion of a Participant's Matching Contributions Account shall be forfeited 
as of the earlier of the date the Participant's Distributable Benefit is paid 
to him as provided in Section 9.4, or the date the Participant incurs five (5) 
consecutive Breaks in Service.

    (b)  Any non-vested portion of a Participant's Matching Contributions 
Account which is forfeited in accordance with (a) above shall be credited to 
the Forfeiture Account and shall be applied to reduce future Matching 
Contributions
by the Company or to restore amounts previously forfeited, as provided in (c) 
below, and shall not otherwise be repaid to or recovered by the Company.

    (c)  In accordance with such rules as the Committee may prescribe, there 
shall be restored to the Participant's credit in his Matching Contributions 
Account a number of shares of Stock equal in value to the dollar value of any 
non-vested portion of a Participant's Matching Contributions Account which was 
forfeited upon payment of the Participant's Distributable Benefit in 
accordance with Section 9.4(b)(i) prior to the date on which he incurs five 
(5) consecutive Breaks in Service; provided, however, that such restoration 
shall be made only in the case of the Participant's reemployment as an 
Employee prior to incurring five (5) consecutive Breaks in Service.  The 
determination of the dollar value of the forfeited portion of the 
Participant's Matching Contributions Account required to be restored to the 
Participant, shall be made as of the Valuation Date the Participant's Accounts 
were valued for purposes of determining his Distributable Benefit, as provided 
in Article 10. No adjustment in the dollar value of the forfeited amounts 
shall be made for any gains or losses of any Investment Fund, including the 
Computer Sciences Corporation Stock Fund, between the applicable Valuation 
Date and the restoration of the dollar value of the forfeited portion of the 
Participant's Matching Contributions Account.

9.6  Payment of Distributable Benefit.  If a Participant has a Transfer 
Account that has received amounts directly from another qualified plan that 
provides for an annuity form of distribution, such Transfer Account shall be 
distributed in accordance with Article 21.  Payment of a Participant s 
Distributable Benefit reflecting the Participant's interest in the Computer 
Sciences Corporation Stock Fund shall be made in shares of Stock (together 
with cash in lieu of any fractional share).  Unless a Participant specifically 
requests that his Distributable Benefit attributable to Investment Funds other 
than the Computer Sciences Corporation Stock Fund be made in Stock, such 
portion of his Distributable Benefit shall be made in cash.  The payment of a 
Participant's Distributable Benefit in Stock (other than the portion of the 
distribution representing the Participant's interest in the Computer Sciences 
Corporation Stock Fund) shall consist of a number of shares of Stock equal to 
the number of shares of Stock which can be purchased with the dollar value of 
the Participant's Distributable Benefit (other than the portion of the 
distribution representing the Participant's interest in the Computer Sciences 
Corporation Stock Fund), such value to be determined as of the appropriate 
Valuation Date determined under Article 10.

9.7  Withdrawals.

    (a)  Hardship Distributions.  While still an Employee, a Participant may, 
upon at least thirty (30) days written notice to the Committee, obtain a 
distribution of his total Compensation Deferral Contributions (less any amount 
of Compensation Deferral Contributions previously withdrawn) if the Committee 
finds after considering the request by such Participant, that the distribution 
is necessary
to relieve a "hardship" of the Participant.  A distribution is made on account 
of "hardship" only if the distribution both is made on account of an immediate 
and heavy financial need of the Employee and is necessary to satisfy the 
financial need.

      (i)   The existence of an immediate and heavy financial shall be  
determined based upon all relevant facts and circumstances.  A financial need 
may be immediate and heavy even if it was reasonably foreseeable or 
voluntarily incurred by the Employee.  

      (ii)  A distribution is not treated as necessary to satisfy an immediate 
and heavy financial need of an Employee to the extent the amount of the 
distribution is in excess of the amount required to relieve the financial need 
or to the extent the need may be satisfied from other resources that are 
reasonably available to the Employee, including reasonably available assets of 
the Employee's spouse and minor children.  This determination is to be made on 
the basis of all available facts and circumstances.  A distribution may 
include any amount necessary to pay any federal, state, or local income taxes 
or penalties reasonably anticipated to result from the distribution.  A 
distribution generally may be treated as necessary to satisfy a financial need 
if the Committee relies upon the Employee's written representation, unless the 
Committee has actual knowledge to the contrary, that the need cannot be 
relieved:

        (A)  Through reimbursement or compensation by insurance or otherwise;

        (B)  By liquidation of the Employee's assets;

        (C)  By cessation of elective contributions or Employee contributions 
under the Plan; or

        (D)  By other distributions or nontaxable (at the time of the loan) 
loans from plans maintained by the Company or by any other employer, or by 
borrowing from commercial sources on reasonable commercial terms, in an amount 
sufficient to satisfy the need.

For purposes of this determination, a need cannot reasonably be relieved by 
one of the actions listed above if the effect would be to increase the amount 
of the need.

All determinations of the Committee under this provision shall be made in a 
uniform and nondiscriminatory manner.

    (b)  While still an Employee, a Participant may, upon at least thirty (30) 
days written notice to the Committee, make a withdrawal from his Retirement
Account of an amount specified by him up to the whole amount thereof.  The 
Committee shall authorize the withdrawal and the amount of such withdrawal if 
the Committee finds after considering the Participant's request that an 
adequate financial hardship and resulting need for such amount has been 
demonstrated by the Participant.  Any determination of the Committee hereunder 
shall be uniformly applied to other Participants requesting withdrawals under 
similar circumstances.  A Participant who makes a withdrawal under this 
Section 9.7(b) shall not be eligible to again make a withdrawal under this 
Section 9.7(b) prior to the first anniversary of the date the Participant's 
most recent withdrawal under this Section 9.7(b) was distributed to him/her.

    (c)  While still an Employee, a Participant who has attained at least age 
fifty-nine and one-half (59-1/2) and has a one hundred percent (100%) Vested 
Interest in the value of his Accounts under the Plan may, upon at least thirty 
(30) days written notice to the Committee, make a withdrawal from his Accounts 
of the amount specified by him, up to the total value of his Accounts.  
Withdrawals shall be taken first from the Participant's Compensation Deferral 
Account, then from his Matching Contributions Account, then from his 
Retirement Account and last from his Transfer Account. A Participant who makes 
a withdrawal under this Section 9.7(c) shall not be eligible to again make a 
withdrawal under this Section 9.7(c) prior to the first anniversary of the 
date the Participant's most recent withdrawal under this Section 9.7(c) was 
distributed to him/her.

    (d)  While still an Employee, a Participant who has completed at least 
five (5) years of participation under the Plan may, upon at least thirty (30) 
days written notice to the Committee, make a withdrawal from his Retirement 
Account.  A Participant who makes a withdrawal under this Section 9.7(d) shall 
not be eligible to again make a withdrawal under this Section 9.7(d) prior to 
the first anniversary of the date the Participant's most recent withdrawal 
under this Section 9.7(d) was distributed to him/her.

    (e)  While still an Employee, a Participant may, upon at least thirty (30) 
days written notice to the Committee, make a withdrawal from his Transfer 
Account of all amounts thereof attributable to transfers from other profit 
sharing plans and amounts attributable to other pension plans and Section 
401(k) plans provided the participant had the right to elect to receive a 
distribution of such amount at the time of the transfer to this Plan.  No 
withdrawals under this provision shall be permitted of any amounts transferred 
from an account that qualifies under Section 401(k) of the Code if the 
Participant did not have the right to receive a distribution at the time of 
the transfer.  A Participant who makes a withdrawal under this Section 9.7(e) 
shall not be eligible to again make a withdrawal under this Section 9.7(e) 
prior to the first anniversary of the date the Participant's most recent 
withdrawal under this Section 9.7(e) was distributed to him/her.
(f)  The maximum amount subject to withdrawal under this Section 9.7 shall 
be determined as of the Valuation Date immediately following the Committee's 
determination authorizing the withdrawal.

    (g)  Any Hardship withdrawal from the Computer Sciences Corporation Stock 
Fund shall be made in cash in accordance with the provisions of Section 
9.7(a). Any non-Hardship withdrawal from the Computer Sciences Corporation 
Stock Fund shall be made in whole shares of Stock, together with cash in lieu 
of any fractional share, and shall be paid by the Trustee pursuant to 
direction of the Committee.  Any withdrawal from an Investment Fund other than 
the Computer Sciences Corporation Stock Fund shall be in Stock or cash, as 
determined in accordance with the provisions of Section 9.6. Such withdrawals 
shall be distributed as soon as practicable following the Committees 
determination authorizing a withdrawal.

9.8  Designation of Beneficiary.

    (a)  Subject to the provisions of subsection (b) below, each Participant 
shall have the right to designate a Beneficiary or Beneficiaries to receive 
his interest in the Trust Fund in the event of his death before receipt of his 
entire interest in the Trust Fund. This designation is to be made on the form 
prescribed by and delivered to the Committee.  Subject to the provisions of 
subsection (b) below, a Participant shall have the right to change or revoke 
any such designation by filing a new designation or notice of revocation with 
the Committee, and no notice to any Beneficiary nor consent by any Beneficiary 
shall be required to effect any such change or revocation.

    (b)  If a Participant designates a non-Spouse as the Beneficiary of his 
interest in the Trust Fund and on the date of his death has a Spouse, no 
effect shall be given to such designation unless such Spouse has consented or 
thereafter consents in writing to such designation and such consent is 
witnessed by a notary public.  If a Participant designates a non-Spouse 
Beneficiary and the surviving Spouse does not consent to such designation, the 
surviving Spouse shall be deemed the Beneficiary of the deceased Participant.  
A Spouse's consent to a Beneficiary designation is not required under the 
following circumstances:

      (i)   if it is established to the satisfaction of the Committee that 
there is no Spouse; or

      (ii)  if the Participant's Spouse cannot be located; or

      (iii) because of other circumstances under which a Spouse's consent is 
not required in accordance with applicable Treasury or Department of Labor 
Regulations.
(c)  If a deceased Participant shall have failed to designate a 
Beneficiary, or if the Committee shall be unable to locate a designated 
Beneficiary after reasonable efforts have been made, or if for any reason 
(including but not limited to application of the rules in subsection (b)) the 
designation shall be legally ineffective, or if the Beneficiary shall have 
predeceased the Participant and the Participant did not designate a successor 
Beneficiary, any distribution required to be made under the provisions of this 
Plan shall be made within one (1) year after the Participant's death to the  
Participant's estate.

    (d)  In the event that the deceased Participant was not a resident of 
California at the date of his death, the Committee, in its discretion, may 
require the establishment of ancillary administration in California. In the 
event that a Participant shall predecease his Beneficiary and on the 
subsequent death of the Beneficiary a remaining distribution is payable under 
the applicable provisions of this Plan, the distribution shall be payable to 
the estate of the Beneficiary, subject to the same provisions concerning non-
California residency and the establishment of ancillary administration as are 
applicable on the death of the Participant.

    (e)  The Committee shall not be required to authorize any payment to be 
made to any person following a Participant's death, whether or not such person 
has been designated by the Participant as Beneficiary, if the Committee 
determines that the Plan may be subject to conflicting claims in respect of 
said payment for any reason, including, without limitation, the designation or 
continuation of a designation of a Beneficiary other than the Participant's 
Spouse without the consent of such Spouse to the extent such consent is 
required by Section 401(a) of the Code.  In the event the Committee determines 
in accordance with this Section 9.8(e) not to make payment to a designated 
Beneficiary, the Committee shall take such steps as it determines appropriate 
to resolve such potential conflict.

The provisions of this Section 9.8 shall not be construed to place upon the 
Company or the Committee any duty or obligation to require the consent of a 
Spouse for the purpose of protecting the rights or interests of present or 
former Spouses of Participants, except to the extent required to comply with 
Code Section 401(a)(11) or Section 205 of ERISA.

9.9  Facility of Payment.  If any payee under the Plan is a minor or if the 
Committee reasonably believes that any payee is legally incapable of giving a 
valid receipt and discharge for any payment due him, the Committee may have 
the payment or any part thereof, made to the person (or persons or 
institution) whom it reasonably believes is caring for or supporting the 
payee, unless it has received due notice of claim therefor from a duly 
appointed guardian or custodian of the payee.  Any payment shall be a payment 
from the Accounts of the payee and shall, to the extent thereof, be a complete 
discharge of any liability under the Plan to the payee.
9.10  Payee Consent.  To the extent required to comply with Code Section 
411(a)(11), the Committee shall require each Participant or other payee to 
consent to any payment of a Participant's Accounts.

9.11  Additional Requirements for Distribution.

    (a)  The Committee or Trustee, or both, may require the execution and 
delivery of such documents, papers and receipts as the Committee or Trustee 
may determine necessary or appropriate in order to establish the fact of death 
of the deceased Participant and of the right and identity of any Beneficiary 
or other person or persons claiming any benefits under this Article 9.

    (b)  The Committee or the Trustee, or both, may, as a condition precedent 
to the payment of death benefits hereunder, require an inheritance tax release 
and/or such security as the Committee or Trustee, or both, may deem 
appropriate as protection against possible liability for state or federal 
death taxes attributable to any death benefits.

    (c)  Notwithstanding any other provision in this Article 9 regarding the 
time within which a Participant's Distributable Benefit will be paid, if, in 
the opinion of the Committee there are or reasonably may be conflicting claims 
or other legal impediments to the payment of such Distributable Benefit to a 
payee, such payment may be delayed for so long as is necessary to resolve such 
conflict, potential conflict, or other legal impediment, but not beyond the 
date permitted by applicable law.

    (d)  The Committee shall notify each recipient of an "eligible rollover 
distribution" (as defined in Section 402(f)(2)(A) of the Code) of his or her 
distribution options within a reasonable period of time prior to making such 
distribution.

9.12  Direct Transfer of Distribution.  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 Plan 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 purposes of this Section 9.12, the following definitions 
shall apply:

    (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 ten 
years or more; any distribution to the extent such distribution is required 
under Code Section 401(a)(9); 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 Code Section 408(a), an individual 
retirement annuity described in Code Section 408(b), an annuity plan described 
in Code Section 403(a), or a qualified trust described in Code Section 401(a), 
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 an 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 Code Section 
414(p), 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 10

                            VALUATION OF ACCOUNTS

For purposes of payment of a Participant's Distributable Benefit following a 
Severance for any reason, the value of a Participant's Accounts shall be 
determined in accordance with rules prescribed by the Committee, subject, 
however, to the following provisions:

    (a)  Subject to subsections (b) and (c) below, in the case of Normal 
Retirement or other Severance including death or Total and Permanent 
Disability, the value of a Participant's Accounts under the Plan shall be 
determined by reference to the Valuation Date immediately following both (i) 
the occurrence of an event entitling the Participant to a distribution, and 
(ii) the receipt by the Committee of the completed application of the 
Participant (or his Beneficiary) for payment of the Participant's 
Distributable Benefit with respect to such event.

    (b)  The value of a Participant's Accounts shall be increased or decreased 
(as appropriate) by any contributions, withdrawals or distributions
properly allocable under the terms of this Plan to his Accounts that occurred 
on or after the applicable Valuation Date or which, for any other reason were 
not otherwise reflected in the valuation of his Accounts on such Valuation 
Date.

    (c)  Notwithstanding any provision of this Plan to the contrary, a 
Participant's Accounts, to the extend held in the Computer Sciences 
Corporation Stock Fund, shall be distributed solely in shares of Stock (with 
payment of cash in lieu of any fractional share).  The number of shares so 
distributable shall be the number of shares credited to the Participant's 
Accounts held in the Computer Sciences Corporation Stock Fund and such 
additional shares as may be purchased with the Participant's allocable share 
of non-Stock assets of the Computer Sciences Corporation Stock Fund (the value 
of such non-Stock assets to be determined in accordance with principles 
consistent with subsections (a) and (b) above, and the number of shares to be 
purchased with such non-Stock assets to be determined in accordance with such 
rules of general application as the Committee may adopt from time to time.

                                  ARTICLE 11

                 OPERATION AND ADMINISTRATION OF THE PLAN

11.1  Plan Administration.

    (a)  Authority to control and manage the operation and administration of 
the Plan shall be vested in a Committee as provided in this Article 11.

    (b)  The Board of Directors shall establish the number of members of the 
Committee from time to time, and all such members shall be appointed or 
removed by the Board.

    (c)  For purposes of ERISA Section 402(a), the Committee shall be the 
Named Fiduciary of this Plan.

    (d)  Notwithstanding the foregoing, a Trustee with whom Plan assets have 
been placed in trust or an Investment Manager appointed pursuant to Section 
11.3 may be granted exclusive authority and discretion to manage and control 
all or any portion of the assets of the Plan.

11.2  Committee Powers.  The Committee shall have all powers necessary to 
supervise the administration of the Plan and control its operations.  In 
addition to any powers and authority conferred on the Committee elsewhere in 
the Plan or by law, the
Committee shall have, by way of illustration but not by way of limitation, the 
following powers and authority:

    (a)  To allocate fiduciary responsibilities (other than trustee 
responsibilities) among the Named Fiduciaries and the Trustee and to designate 
one or more other persons (including the Trustee) to carry out fiduciary 
responsibilities (other than trustee responsibilities).  However, no 
allocation or delegation under this Section 11.2(a) shall be effective until 
the person or persons to whom the responsibilities have been allocated or 
delegated agree to assume the responsibilities.  The term "trustee 
responsibilities" as used herein shall have the meaning set forth in Section 
405(c) of ERISA.  The preceding provisions of this Section 11.2(a) shall not 
limit the authority of the Committee to appoint one or more Investment 
Managers in accordance with Section 11.3.

    (b)  To designate agents to carry out responsibilities relating to the 
Plan, other than fiduciary responsibilities.

    (c)  To employ such legal, actuarial, medical, accounting, clerical and 
other assistance as it may deem appropriate in carrying out the provisions of 
this Plan, including one or more persons to render advice with regard to any 
responsibility any Named Fiduciary or any other fiduciary may have under the 
Plan.

    (d)  To establish rules and regulations from time to time for the conduct 
of the Committee's business and the administration and effectuation of this 
Plan.

    (e)  To administer, interpret, construe and apply this Plan and to decide 
all questions which may arise or which may be raised under this Plan by any 
Employee, Participant, former participant, Beneficiary or other person 
whatsoever, including but not limited to all questions relating to eligibility 
to participate in the Plan, the amount of service of any Participant, and the 
amount of benefits to which any Participant or his Beneficiary may be 
entitled.

    (f)  To determine the manner in which the assets of this Plan, or any part 
thereof, shall be disbursed.

    (g)  To appoint or remove one or more Investment Managers, as provided in 
Section 11.3.

    (h)  To select a funding vehicle, including but not limited to a mutual 
fund or a guaranteed investment contract with an insurance company, for any 
Investment Fund established by the Committee under Section 7.2 that is not 
under the management and control of an Investment Manager appointed by the 
Committee.
(i)   To perform or cause to be performed such further acts as it may 
deem to be necessary, appropriate or convenient in the efficient 
administration of the Plan.

Any action taken by the Committee in the exercise of authority conferred upon 
it by this Plan shall be conclusive and binding upon the Participants and 
their Beneficiaries.  All discretionary powers conferred upon the Committee 
shall be absolute, subject only to the limitation that such powers may not be 
exercised in an arbitrary and capricious manner.

11.3  Investment Manager.

    (a)  The Committee, by action reflected in the minutes thereof, may 
appoint one or more Investment Managers, as defined in Section 3(38) of ERISA, 
to manage all or a portion of the assets of the Plan.

    (b)  An Investment Manager shall discharge its duties in accordance with 
applicable law and in particular in accordance with Section 404(a)(1) of 
ERISA.

    (c)  An Investment Manager, when appointed, shall have full power to 
manage the assets of the Plan for which it has responsibility, and neither the 
Company, a Participating Employer nor the Committee shall thereafter have any 
responsibility for the management of those assets.

11.4  Committee Procedure.

    (a)  A majority of the members of the Committee as constituted at any time 
shall constitute a quorum, and any action by a majority of the members present 
at any meeting, or authorized by a majority of the members in writing without 
a meeting, shall constitute the action of the Committee.

    (b)  The Committee may designate certain of its members as authorized to 
execute any document or documents on behalf of the Committee, in which event 
the Committee shall notify the Trustee of this action and the name or names of 
the designated members.  The Trustee, Company, a Participating Employer, 
Participants, Beneficiaries, and any other party dealing with the Committee 
may accept and rely upon any document executed by the designated members as 
representing action by the Committee until the Committee shall file with the 
Trustee a written revocation of the authorization of the designated members.

11.5  Compensation of Committee.

    (a)  Members of the Committee shall serve without compensation unless the 
Board of Directors shall otherwise determine.  However, in no event shall any 
member of the Committee who is an Employee receive compensation from the Plan 
for his services as a member of the Committee.
(b)  All members shall be reimbursed for any necessary or appropriate 
expenditures incurred in the discharge of duties as members of the Committee.

    (c)  The compensation or fees, as the case may be, of all officers, 
agents, counsel, the Trustee, or other persons retained or employed by the 
Committee shall be fixed by the Committee.

11.6  Resignation and Removal of Members.  Any member of the Committee may 
resign at any time by giving written notice to the other members and to the 
Company effective as therein stated.  Any member of the Committee may, at any 
time, be removed by the Board of Directors.

11.7  Appointment of Successors.

    (a)  Upon the death, resignation, or removal of any Committee member, the 
Board of Directors may appoint a successor.

    (b)  Notice of appointment of a successor member shall be given by the 
Board of Directors in writing to the Trustee and to the members of the 
Committee.

11.8  Records.  The Committee shall keep a record of all its proceedings and 
shall keep, or cause to be kept, all such books, accounts, records or other 
data as may be necessary or advisable in its judgment for the administration 
of the Plan and to properly reflect the affairs thereof.

11.9  Reliance Upon Documents and Opinions.

    (a)  The members of the Committee, the Board of Directors, the Company and 
any person delegated under the provisions hereof to carry out any fiduciary 
responsibilities under the Plan ("delegated fiduciary"), shall be entitled to 
rely upon any tables, valuations, computations, estimates, certificates and 
reports furnished by any consultant, or firm or corporation which employs one 
or more consultants, upon any opinions furnished by legal counsel, and upon 
any reports furnished by the Trustee.  The members of the Committee, the Board 
of Directors, the Company and any delegated fiduciary shall be fully protected 
and shall not be liable in any manner whatsoever for anything done or action 
taken or suffered in reliance upon any such consultant or firm or corporation 
which employs one or more consultants, Trustee, or counsel.

    (b)  Any and all such things done or actions taken or suffered by the 
Committee, the Board of Directors, the Company and any delegated fiduciary 
shall be conclusive and binding on all Employees, Participants, Beneficiaries, 
and any other persons whomsoever, except as otherwise provided by law.
(c)  The Committee and any delegated fiduciary may, but are not required 
to, rely upon all records of the Company with respect to any matter or thing 
whatsoever, and may likewise treat those records as conclusive with respect to 
all Employees, Participants, Beneficiaries, and any other persons whomsoever, 
except as otherwise provided by law.

11.10  Requirement of Proof.  The Committee or the Company may require 
satisfactory proof of any matter under this Plan from or with respect to any 
Employee, Participant, or Beneficiary, and no person shall acquire any rights 
or be entitled to receive any benefits under this Plan until the required 
proof shall be furnished.

11.11  Reliance on Committee Memorandum.  Any person dealing with the 
Committee may rely on and shall be fully protected in relying on a certificate 
or memorandum in writing signed by any Committee member or other person so 
authorized, or by the majority of the members of the Committee, as constituted 
as of the date of the certificate or memorandum, as evidence of any action 
taken or resolution adopted by the Committee.

11.12  Multiple Fiduciary Capacity.  Any person or group of persons may serve 
in more than one fiduciary capacity with respect to the Plan.

11.13  Limitation on Liability.

    (a)  Except as provided in Part 4 of Title I of ERISA, no person shall be 
subject to any liability with respect to his duties under the Plan unless he 
acts fraudulently or in bad faith.

    (b)  No person shall be liable for any breach of fiduciary responsibility 
resulting from the act or omission of any other fiduciary or any person to 
whom fiduciary responsibilities have been allocated or delegated, except as 
provided in Part 4 of Title I of ERISA.

    (c)  No action or responsibility shall be deemed to be a fiduciary action 
or responsibility except to the extent required by ERISA.

11.14  Indemnification.

    (a)  To the extent permitted by law, the Company shall indemnify each 
member of the Board of Directors and the Committee, and any other Employee of 
the Company with duties under the Plan, against expenses (including any amount 
paid in settlement) reasonably incurred by him in connection with any claims 
against him by reason of his conduct in the performance of his duties under 
the Plan, except in relation to matters as to which he acted fraudulently or 
in bad faith in the performance of such duties.  The preceding right of 
indemnification shall pass to the estate of such a person.
(b)  The preceding right of indemnification shall be in addition to any 
other right to which the Board member or Committee member or other person may 
be entitled as a matter of law or otherwise.

11.15  Bonding.

    (a)  Except as is prescribed by the Board of Directors, as provided in 
Section 412 of ERISA, or as may be required under any other applicable law, no 
bond or other security shall be required by any member of the Committee, or 
any other fiduciary under this Plan.

    (b)  Notwithstanding the foregoing, for purposes of satisfying its 
indemnity obligations under Section 11.14, the Company may (but need not) 
purchase and pay premiums for one or more policies of insurance. However, this 
insurance shall not release the Company from its liability under the 
indemnification provisions.

11.16  Prohibition Against Certain Actions.

    (a)  To the extent prohibited by law, in administering this Plan the 
Committee shall not discriminate in favor of any class of Employees and 
particularly it shall not discriminate in favor of Highly Compensated 
Employees, or Employees who are officers or shareholders of the Company or of 
a Participating Employer.

    (b)  The Committee shall not knowingly cause the Plan to engage in any 
transaction that constitutes a nonexempt prohibited transaction under Section 
4975(c) of the Code or Section 406(a) of ERISA.

    (c)  All individuals who are fiduciaries with respect to the Plan (as 
defined in Section 3(21) of ERISA) shall discharge their fiduciary duties in 
accordance with applicable law, and in particular, in accordance with the 
standards of conduct contained in Section 404 of ERISA.

11.17  Plan Expenses.  All expenses incurred in the establishment, 
administration and operation of the Plan, including but not limited to the 
expenses incurred by the members of the Committee in exercising their duties, 
shall be charged to the Trust Fund and allocated to Participants' Accounts as 
determined by the Committee, but shall be paid by the Company if not paid by 
the Trust Fund.

11.18  Participant Loans.  The Committee is authorized, in its discretion, to 
adopt a Participant loan program in conformity with Department of Labor 
Regulation Section 2550.408b-1.  Such loan program shall be established by the 
Committee adopting a written loan program document that shall be deemed a part 
of this Plan and which contains the following information:
(a)  the identity of the person or position authorized to administer the 
program;

    (b)  the procedure for applying for loans;

    (c)  the basis on which loans will be approved or denied;

    (d)  any limitations on the types of loans offered;

    (e)  the procedure under the program for determining a reasonable rate of 
interest;

    (f)  the types of collateral which may secure a Participant loan; and

    (g)  the events constituting default and the steps that will be taken to 
preserve Plan assets in the event of default.

                                  ARTICLE 12

                    MERGER OF COMPANY; MERGER OF PLAN

12.1  Effect of Reorganization or Transfer of Assets.  In the event of a 
consolidation, merger, sale, liquidation, or other transfer of the operating 
assets of the Company to any other company, the ultimate successor or 
successors to the business of the Company shall automatically be deemed to 
have elected to continue this Plan in full force and effect, in the same 
manner as if the Plan had been adopted by resolution of its board of 
directors, unless the successor(s), by resolution of its board of directors, 
shall elect not to so continue this Plan in effect, in which case the Plan 
shall automatically be deemed terminated as of the applicable effective date 
set forth in the board resolution.

12.2  Merger Restriction.  Notwithstanding any other provision in this 
Article, this Plan shall not in whole or in part merge or consolidate with, or 
transfer its assets or liabilities to any other plan unless each affected 
Participant in this Plan would receive a benefit immediately after the merger, 
consolidation, or transfer (if the Plan then terminated) which is equal to or 
greater than the benefit he would have been entitled to receive immediately 
before the merger, consolidation, or transfer (if the Plan had then 
terminated).
ARTICLE 13

                            PLAN TERMINATION AND
                       DISCONTINUANCE OF CONTRIBUTIONS

13.1  Plan Termination.

    (a) (i)   Subject to the following provisions of this Section 13.1, the 
Board of Directors may terminate the Plan and the Trust Agreements at any time 
and the Committee shall deliver written notification to the Trustee of such 
termination.

      (ii)  The Plan and Trust Agreements may terminate if the Company merges 
into any other corporation, if as the result of the merger the entity of the 
Company ceases, and the Plan is terminated pursuant to the rules of Section 
12.1.

    (b)  Upon and after the effective date of the termination, the Company and 
all Participating Employers shall not make any further contributions under the 
Plan and no contributions need be made by the Company or any Participating 
Employer applicable to the Plan Year in which the termination occurs, except 
as may otherwise be required by law.

    (c)  The rights of all affected Participants to benefits accrued to the 
date of termination of the Plan shall automatically become fully vested as of 
that date, to the extent required to comply with the requirements of Code 
Section 411.

13.2  Discontinuance of Contributions.

    (a)  In the event the Company decides it is impossible or inadvisable for 
business reasons to continue to make Employer contributions under the Plan, 
the Company may discontinue contributions to the Plan.  On and after the 
effective date of this discontinuance, the Company shall not make any further 
Employer contributions under the Plan and no Employer contributions need be 
made by the Company with respect to the Plan Year in which the discontinuance 
occurs, except as may otherwise be required by law.

    (b)  The discontinuance of Employer contributions on the part of the 
Company shall not terminate the Plan as to the funds and assets then held by 
the Trustee, or operate to accelerate any payments of distributions to or for 
the benefit of Participants or Beneficiaries, and the Trustee shall continue 
to administer the Trust Fund in accordance with the provisions of the Plan 
until all of the obligations under the Plan shall have been discharged and 
satisfied.
(c)  However, if this discontinuance of Employer contributions shall cause 
the Plan to lose its status as a qualified plan under Code Section 401(a), the 
Plan shall be terminated in accordance with the provisions of this Article 13.

    (d)  On and after the effective date of a discontinuance of Employer 
contributions, the rights of all affected Participants to benefits accrued to 
that date, to the extent funded as of that date, shall automatically become 
fully vested as of that date, to the extent required to comply with the 
requirements of Code Section 411.

13.3  Rights of Participants.  In the event of the termination of the Plan, 
for any cause whatsoever, all assets of the Plan, after Payment of expenses, 
shall be used for the exclusive benefit of Participants and their 
Beneficiaries and no part thereof shall be returned to the Company, except as 
provided in Section 5.2 of this Plan.

13.4  Trustee's Duties on Termination.

    (a)  On or before the effective date of termination of this Plan, the 
Trustee shall proceed as soon as possible, but in any event within six months 
from the effective date, to reduce all of the assets of the Trust Fund to cash 
and/or common stock and other securities in such proportions as the Committee 
shall determine after approval by the Internal Revenue Service, if necessary 
or desirable.

    (b)  After first deducting the estimated expenses for liquidation and 
distribution chargeable to the Trust Fund, and after setting aside a 
reasonable reserve for expenses and liabilities (absolute or contingent) of 
the Trust, the Committee shall make required allocations of items of income 
and expense to the Accounts.

    (c)  Following these allocations, the Trustee shall promptly, after 
receipt of appropriate instructions from the Committee, distribute in 
accordance with Section 9.6 to each Participant a benefit equal to the amount 
credited to his Accounts as of the date of completion of the liquidation.

    (d)  The Trustee and the Committee shall continue to function as such for 
such period of time as may be necessary for the winding up of this Plan and 
for the making of distributions in accordance with the provisions of this 
Plan.

    (e)  Notwithstanding the foregoing, the Committee may direct the Trustee 
to continue to hold the assets of the Trust Fund until benefits become Payable 
under the terms of the Plan, or until such earlier date as may be determined 
by the Committee.
13.5  Partial Termination.

    (a)  In the event of a partial termination of the Plan within the meaning 
of Code Section 411(d)(3), the interests of affected Participants in the Trust 
Fund, as of the date of the Partial termination, shall become nonforfeitable 
as of that date.

    (b)  That portion of the assets of the Plan affected by the partial 
termination shall be used exclusively for the benefit of the affected 
Participants and their Beneficiaries, and no part thereof shall otherwise be 
applied.

    (c)  With respect to Plan assets and Participants affected by a partial 
termination, the Committee and the Trustee shall follow the same procedures 
and take the same actions prescribed in this Article 13 in the case of a total 
termination of the Plan.

13.6  Failure to Contribute.  The failure of an employer to contribute to the 
Trust in any year, if contributions are not required under the Plan for that 
year, shall not constitute a complete discontinuance of contributions to the 
Plan.

                                  ARTICLE 14

                          APPLICATION FOR BENEFITS

14.1  Application for Benefits.  The Committee may require any person claiming 
benefits under the Plan to submit an application therefor, together with such 
documents and information as the Committee may require.  In the case of any 
person suffering from a disability which prevents the claimant from making 
personal application for benefits, the Committee may, in its discretion, 
permit another person acting on his behalf to submit the application.

14.2  Action on Application.

    (a)  Within ninety days following receipt of an application and all 
necessary documents and information, the Committee's authorized delegate 
reviewing the claim shall furnish the claimant with written notice of the 
decision rendered with respect to the application.

    (b)  In the case of a denial of the claimant's application, the written 
notice shall set forth:

      (i)   The specific reasons for the denial, with reference to the Plan 
provisions upon which the denial is based;
(ii)  A description of any additional information or material necessary 
for perfection of the application (together with an explanation why the 
material or information is necessary); and

      (iii) An explanation of the Plan's claim review procedure.

    (c)  A claimant who wishes to contest the denial of his application for 
benefits or to contest the amount of benefits payable to him shall follow the 
procedures for an appeal of benefits as set forth in Section 14.3 below, and 
shall exhaust such administrative procedures prior to seeking any other form 
of relief.

14.3  Appeals.

    (a)  (i)   A claimant who does not agree with the decision rendered with 
respect to his application may appeal the decision to the Committee.

      (ii)  The appeal shall be made, in writing, within sixty-five days after 
the date of notice of the decision with respect to the application.

      (iii) If the application has neither been approved nor denied within the 
ninety day period provided in Section 14.2 above, then the appeal shall be 
made within sixty-five days after the expiration of the ninety day period.

    (b)  The claimant may request that his application be given full and fair 
review by the Committee. The claimant may review all pertinent documents and 
submit issues and comments in writing in connection with the appeal.

    (c)  The decision of the Committee shall be made promptly, and not later 
than sixty days after the Committee's receipt of a request for review, unless 
special circumstances require an extension of time for processing, in which 
case a decision shall be rendered as soon as possible, but not later than one 
hundred twenty days after receipt of a request for review.

    (d)  The decision on review shall be in writing and shall include specific 
reasons for the decision, written in a manner calculated to be understood by 
the claimant with specific reference to the pertinent Plan provisions upon 
which the decision is based.
ARTICLE 15

                        LIMITATIONS ON CONTRIBUTIONS

15.1  General Rule.

    (a)  Notwithstanding anything to the contrary contained in this Plan, the 
total Annual Additions under this Plan to a Participant's Plan Accounts for 
any Plan Year shall not exceed the lesser of:

      (i)   Thirty Thousand Dollars ($30,000) (or if greater, one-fourth (1/4) 
of the defined benefit dollar limitation set forth in Section 415(b) of the 
Code as in effect for the Limitation Year); or

      (ii)  Twenty-five percent of the Participant's 415 Compensation from the 
Company and any Affiliated Companies for the year, excluding amounts otherwise 
treated as Annual Additions under Section 15.2(a)(iii).

    (b)  For purposes of this Article 15, the Company has elected a 
"Limitation Year" corresponding to the Plan Year.

15.2  Annual Additions.  For purposes of Section 15.1, the term "Annual 
Additions" shall mean, for any Plan Year, the sum of (i) the amount credited 
to the Participant's Accounts from Company contributions for such Plan Year; 
(ii) any Employee contributions for the Plan Year; and (iii) any amounts 
described in Sections 415(l)(1) or 419(A)(d)(2) of the Code.  The term 
"Employee Contributions," for purposes of the preceding sentence, shall mean 
amounts considered contributed by the Employee and which do not qualify for 
tax deferral treatment under Section 401(k)of the Code.  Notwithstanding 
anything to the contrary in this Section, the Annual Addition for any 
Limitation Year beginning before January 1, 1987 shall not be recomputed to 
treat all Employee contributions as Annual Additions.

15.3  Other Defined Contribution Plans.  If the Company or an Affiliated 
Company is contributing to any other defined contribution plan (as defined in 
Section 415(i) of the Code) for its Employees, some or all of whom may be 
Participants in this Plan, then contributions to the other plan shall be 
aggregated with contributions under this Plan for the purposes of applying the 
limitations of Section 15.1.

15.4  Combined Plan Limitation (Defined Benefit Plan).  In the event a 
Participant hereunder also is a participant in any qualified defined benefit 
plan (within the meaning of Section 415(k) of the Code) of the Company or an 
Affiliated Company, then the benefit payable under such defined benefit plan, 
or any of them, shall be reduced for so long and to the extent necessary to 
provide that the sum of the "defined benefit fraction"
and the "defined contribution fraction" for any Plan Year, as defined in Code 
Section 415(e), shall not exceed 1.

15.5  Adjustments for Excess Annual Additions.  In general, the amount of 
excess for any Plan Year under this Plan and any other defined contribution 
plan (as defined in Code Section 414(i)) or defined benefit plan (as defined 
in Code Section 414(j)) maintained by the Company or an Affiliated Company 
will be determined so as to avoid Annual Additions in excess of the 
limitations set forth in Sections 15.1 through 15.4. However, if as a result 
of an administrative error in calculating those Company contributions, the 
Annual Additions to a Participant's Accounts under this Plan (after giving 
effect to the maximum permissible adjustments under the other plans) would 
exceed the applicable limitations described in Sections 15.1 through 15.4, the 
excess amount shall be subject to the following rules:

    (a)  If the Participant made any voluntary contributions to this or any 
other defined contribution plan that is maintained by the Company or an 
Affiliated Company, these contributions shall be returned to the Participant 
to the extent of any excess Annual Additions.

    (b)  If excess Annual Additions remain after the application of the above 
rule, Compensation Deferral Contributions and Matching Contributions 
attributable thereto shall be reduced pro rata to the extent necessary to 
eliminate any remaining excess.

15.6  Disposition of Excess Amounts.  Any excess Matching Contributions on 
behalf of a Participant for any Plan Year shall be held unallocated in a 
suspense account for the Plan Year and applied to reduce the Company 
contributions on for the succeeding Plan Year, or Years, if necessary.  No 
investment gains or losses shall be allocated to a suspense account.  Any 
excess Compensation Deferral Contributions shall be returned to the Company 
and thereafter paid to the Participant as current compensation, after the 
withholding of any federal state or local income taxes on such amount.

15.7  Affiliated Company.  For purposes of this Article 15, the status of an 
entity as an Affiliated Company shall be determined by reference to the 
percentage tests set forth in Code Section 415(h).

                                  ARTICLE 16

                          RESTRICTION ON ALIENATION

16.1  General Restrictions Against Alienation.

    (a)  The interest of any Participant or Beneficiary in the income, 
benefits, payments, claims or rights hereunder, or in the Trust Fund shall not 
in any event be subject to sale, assignment, hypothecation, or transfer.  Each 
Participant
and Beneficiary is prohibited from anticipating, encumbering, assigning, or in 
any manner alienating his or her interest under the Trust Fund, and is without 
power to do so, except as may otherwise he provided for in the Trust 
Agreement.  The interest of any Participant or Beneficiary shall not be liable 
or subject to his debts, liabilities, or obligations, now contracted, or which 
may be subsequently contracted.  The interest of any Participant or 
Beneficiary shall be free from all claims, liabilities, bankruptcy 
proceedings, or other legal process now or hereafter incurred or arising; and 
the interest or any part thereof, shall not be subject to any judgment 
rendered against the Participant or Beneficiary.

    (b)  In the event any person attempts to take any action contrary to this 
Article 16, that action shall be void and the Company, the Employer, the 
Committee, the Trustees and all Participants and their Beneficiaries, may 
disregard that action and are not in any manner bound thereby, and they, and 
each of them separately, shall suffer no liability for any disregard of that 
action, and shall be reimbursed on demand out of the Trust Fund for the amount 
of any loss, cost or expense incurred as a result of disregarding or of acting 
in disregard of that action.

    (c)  The preceding provisions of this Section 16.1 shall be interpreted 
and applied by the Committee in accordance with the requirements of Code 
Section 401(a)(13) as construed and interpreted by authoritative judicial and 
administrative rulings and regulations.

16.2  Nonconforming Distributions Under Court Order.

    (a)  In the event that a court with jurisdiction over the Plan and the 
Trust Fund shall issue an order or render a judgment requiring that all or 
part of a Participant's interest under the Plan and in the Trust Fund be paid 
to a Spouse, former spouse and/or children of the Participant by reason of or 
in connection with the marital dissolution and/or marital separation of the 
Participant and the Spouse, and/or some other similar proceeding involving 
marital rights and property interests, then notwithstanding the provisions of 
Section 16.1 the Committee may, in its absolute discretion, direct the 
applicable Trustee to comply with that court order or judgment and distribute 
assets of the Trust Fund in accordance therewith.

    (b)  The Committee's decision with respect to compliance with any such 
court order or judgment shall be made in its absolute discretion and shall be 
binding upon the Trustee and all Participants and their Beneficiaries, 
provided, however, that the Committee in the exercise of its discretion shall 
not make payments in accordance with the terms of an order which is not a 
"qualified domestic relations order" or which the Committee determines would 
jeopardize the continued qualification of the Plan and Trust under Section 401 
of the Code.
(c)  Neither the Plan, the Company, a Participating Employer, the 
Committee nor the Trustee shall be liable in any manner to any person, 
including any Participant or Beneficiary, for complying with any such court 
order or judgment.

    (d)  Nothing in this Section 16.2 shall be interpreted as placing upon the 
Company, a Participating Employer, the Committee or any Trustee any duty or 
obligation to comply with any such court order or judgment.  The Committee 
may, if in its absolute discretion it deems it to be in the best interests of 
the Plan and the Participants, determine that any such court order or judgment 
shall be resisted by means of judicial appeal or other available judicial 
remedy, and in that event the Trustee shall act in accordance with the 
Committee's directions.

    (e)  The Committee shall adopt procedures and provide notifications to a 
Participant and alternate payees in connection with a "qualified domestic 
relations order", to the extent required under Code Section 414(p).

                                  ARTICLE 17

                               PLAN AMENDMENTS

17.1  Amendments.  The Company, acting through its Board of Directors, may at 
any time, and from time to time, amend the Plan by an instrument in writing 
executed in the name of the Company.  Notwithstanding the foregoing, no 
amendment shall be made at any time, the effect of which would be:

    (a)  To cause any assets of the Trust Fund to be used for or diverted to 
purposes other than providing benefits to the Participants and their 
Beneficiaries, and defraying reasonable expenses of administering the Plan, 
except as provided in Section 5.3;

    (b)  To have any retroactive effect so as to deprive any Participant or 
Beneficiary of any accrued benefit to which he would be entitled under this 
Plan if his employment were terminated immediately before the amendment, to 
the extent so doing would contravene Code Section 411(d)(6);

    (c)  To eliminate or reduce a subsidy or early retirement benefit or an 
optional form of benefit to the extent so doing would contravene Code Section 
411(d)(6); or

    (d)  To increase the responsibilities or liabilities of a Trustee or an 
Investment Manager without his written consent.
ARTICLE 18

                                 MISCELLANEOUS

18.1  No Enlargement of Employee Rights.

    (a)  This Plan is strictly a voluntary undertaking on the part of the 
Company and shall not be deemed to constitute a contract between the Company 
or any Affiliated Company and any Employee, or to be consideration for, or an 
inducement to, or a condition of, the employment of any Employee.

    (b)  Nothing contained in this Plan or the Trust shall be deemed to give 
any Employee the right to be retained in the employ of the Company or an 
Affiliated Company or to interfere with the right of the Company or an 
Affiliated Company to discharge or retire any Employee at any time.

    (c)  No Employee, nor any other person, shall have any right to or 
interest in any portion of the Trust Fund other than as specifically provided 
in this Plan.

18.2  Mailing of Payments; Lapsed Benefits.

    (a)  All payments under the Plan shall be delivered in person or mailed to 
the last address of the Participant (or, in the case of the death of the 
Participant, to the last address of any other Person entitled to such Payments 
under the terms of the Plan) furnished pursuant to Section 18.3 below.

    (b)  In the event that a benefit is payable under this Plan to a 
Participant or any other person and after reasonable efforts such person 
cannot be located for the purpose of paying the benefit for a period of seven 
(7) consecutive years, the person conclusively shall be presumed dead and upon 
the termination of such seven (7) year period the benefit shall be forfeited 
and as soon thereafter as practicable shall be paid to the appropriate state 
agency pursuant to the escheat laws of the state entitled to such payment.

    (c)  For purposes of this Section 18.2, the term "Beneficiary" shall 
include any person entitled under Section 9.8 to receive the interest of a 
deceased Participant or deceased designated Beneficiary.  

    (d)  The Accounts of a Participant shall continue to be maintained until 
the amounts in the Accounts are paid to the Participant or his Beneficiary.  
Notwithstanding the foregoing, in the event that the Plan is terminated, the 
following rules shall apply:
(i)   All Participants (including Participants who have not previously 
claimed their benefits under the Plan) shall be notified of their right to 
receive a distribution of their interests in the Plan;

      (ii)  All Participants shall be given a reasonable length of time, which 
shall be specified in the notice, in which to claim their benefits;

      (iii) All Participants (and their Beneficiaries) who do not claim their 
benefits within the designated time period shall be presumed to be dead.  The 
Accounts of such Participants shall be forfeited at such time.  These 
forfeitures shall be disposed of according to rules prescribed by the 
Committee, which rules shall be consistent with applicable law.

      (iv)  The Committee shall prescribe such rules as it may deem necessary 
or appropriate with respect to the notice and forfeiture rules stated above.

    (e)  Should it be determined that the preceding rules relating to 
forfeiture of benefits upon Plan termination are inconsistent with any of the 
provisions of the Code and/or ERISA, these provisions shall become inoperative 
without the need for a Plan amendment and the Committee shall prescribe rules 
that are consistent with the applicable provisions of the Code and/or ERISA.

18.3  Addresses.  Each Participant shall be responsible for furnishing the 
Committee with his correct current address and the correct current name and 
address of his Beneficiary or Beneficiaries.

18.4  Notices and Communications.

    (a)  All applications, notices, designations, elections, and other 
communications from Participants shall be in writing, on forms prescribed by 
the Committee and shall be mailed or delivered to the office designated by the 
Committee and shall be deemed to have been given when received by that office.

    (b)  Each notice, report, remittance, statement and other communication 
directed to a Participant or Beneficiary shall be in writing and may be 
delivered in person or by mail.  An item shall be deemed to have been 
delivered and received by the Participant when it is deposited in the United 
States Mail with postage prepaid, addressed to the Participant or Beneficiary 
at his last address of record with the Committee.

18.5  Reporting and Disclosure.  The Plan Administrator shall be responsible 
for the reporting and disclosure of information required to be reported or 
disclosed by the Plan Administrator pursuant to ERISA or any other applicable 
law.
18.6  Interpretation.

    (a)  Article and Section headings are for convenient reference only and 
shall not be deemed to be part of the substance of this instrument or in any 
way to enlarge or limit the contents of any Article or Section.  Unless the 
context clearly indicates otherwise, masculine gender shall include the 
feminine, and the singular shall include the plural and the plural the 
singular.

    (b)  The provisions of this Plan shall in all cases be interpreted in a 
manner that is consistent with this Plan satisfying the requirements of Code 
Sections 401(a) and 401(k) and related statutes for qualification as a 
qualified cash or deferred arrangement.

18.7  Withholding for Taxes.  Any payments out of the Trust Fund may be 
subject to withholding for taxes as may be required by any applicable federal 
or state law.

18.8  Limitation on Company, Participating Employer, Committee and Trustee 
Liability.  Any benefits payable under this Plan shall be paid or provided for 
solely from the Trust Fund and neither the Company, any Participating 
Employer, the Committee nor the Trustee assume any responsibility for the 
sufficiency of the assets of the Trust to provide the benefits payable 
hereunder.

18.9  Successors and Assigns.  This Plan and the Trust established hereunder 
shall inure to the benefit of, and be binding upon, the parties hereto and 
their successors and assigns.

18.10  Counterparts.  This Plan document may be executed in any number of 
identical counterparts, each of which shall be deemed a complete original in 
itself and may be introduced in evidence or used for any other purpose without 
the production of any other counterparts.

                                  ARTICLE 19

                            TOP-HEAVY PLAN RULES

19.1  Applicability.

    (a)  Notwithstanding any provision in this Plan to the contrary, the 
provisions of this Article 19 shall apply in the case of any Plan Year in 
which the Plan is determined to be a Top-Heavy Plan under the rules of Section 
19.3.

    (b)  Except as is expressly provided to the contrary, for purposes of this 
Article 19, the term "Company" shall include all Affiliated Companies.
19.2  Definitions.

    (a)  For purposes of this Article 19, the term "Key Employee" shall mean 
any Employee or former Employee who, at any time during the Plan Year or any 
of the four (4) preceding Plan Years, is or was --

      (i)   An officer of the Company having an annual compensation greater 
than fifty percent (50%) of the amount in effect under Code Section 
415(b)(1)(A) for this Plan Year.  However, no more than fifty (50) Employees 
(or, if lesser, the greater of three (3) or ten percent (10%) of the 
Employees) shall be treated as officers;

      (ii)  One of the ten (10) Employees having annual compensation from the 
Company of more than the limitation in effect under Code Section 415(c)(1)(A) 
and owning (or considered as owning within the meaning of Code Section 318) 
the largest interests in the Company.  For this purpose, if two (2) Employees 
have the same interest in the Company, the Employee having greater annual 
compensation from the Company shall be treated as having a larger interest;

      (iii) A Five Percent Owner of the Company; or

      (iv)  A One Percent Owner of the Company having an annual compensation 
from the Employer of more than one hundred fifty thousand dollars ($150,000).

    (b)  For purposes of this Section 19.2, the term "Five Percent Owner" 
means any person who owns (or is considered as owning within the meaning of 
Code Section 318) more than five percent (5%) of the outstanding stock of the 
Company or stock possessing more than five percent (5%) of the total combined 
voting power of all stock of the Company.  The rules of Subsections (b), (c), 
and (m) of Code Section 414 shall not apply for purposes of applying these 
ownership rules.  Thus, this ownership test shall be applied separately with 
respect to every Affiliated Company.

    (c)  For purposes of this Section 19.2, the term "One Percent Owner" means 
any person who would be described in Paragraph (b) if "one percent (1%)" were 
substituted for "five percent (5%)" each place where it appears therein.

    (d)  For purposes of this Section 19.2, the rules of Code Section 
318(a)(2)(C) shall be applied by substituting "five percent (5%)" for "fifty 
percent (50%)."

    (e)  For purposes of this Article 19, the term "Non-Key Employee" shall 
mean any Employee who is not a Key Employee.
(f)  For purposes of this Article 19, the terms "Key Employee" and "Non-
Key Employee" include their Beneficiaries.

19.3  Top-Heavy Status.

    (a)  The term "Top-Heavy Plan" means, with respect to any Plan Year --

      (i)   Any defined benefit plan if, as of the Determination Date, the 
present value of the cumulative accrued benefits under the Plan for Key 
Employees exceeds sixty percent (60%) of the present value of the cumulative 
accrued benefits under the plan for all Employees, and

      (ii)  Any defined contribution plan if, as of the Determination Date, 
the aggregate of the account balances of Key Employees under the Plan exceeds 
sixty percent (60%) of the present value of the aggregate of the account 
balances of all Employees under the plan.

For purposes of this Paragraph (a), the term "Determination Date" means, with 
respect to any Plan Year, the last day of the preceding Plan Year.  In the 
case of the first Plan Year of any plan, the term "Determination Date" shall 
mean the last day of that Plan Year.  The present value of account balances 
under a defined contribution plan shall be determined as of the most recent 
valuation date.  The present value of accrued benefits under a defined benefit 
plan shall be determined as of the same valuation date as used for computing 
plan costs for minimum funding.  The present value of the cumulative accrued 
benefits of a Non-Key Employee shall be determined under either:

      (i)   the method, if any, that uniformly applies for accrual purposes 
under all plans maintained by affiliated companies, within the meaning of Code 
Sections 414(b), (c), (m) or (o); or

       (ii)  if there is no such method, as if such benefit accrued not more 
rapidly than the lowest accrual rate permitted under the fractional accrual 
rate of Section 411(b)(1)(C) of the Code.

    (b)  Each plan maintained by the Company required to be included in an 
Aggregation Group shall be treated as a Top-Heavy Plan if the Aggregation 
Group is a Top-Heavy Group.  If the Aggregation Group is not a Top-Heavy Group 
no plan in such group shall be a Top Heavy Plan.

      (i)   The term "Aggregation Group" means--

        (A)  Each Plan of the Company in which a Key Employee is a 
Participant, and
(B)  Each other plan of the Company which enables any plan described 
in Subdivision (A) to meet the requirements of Code Sections 401(a)(4) or 410.

Also, any plan not required to be included in an Aggregation Group under the 
preceding rules may be treated as being part of such group if the group would 
continue to meet the requirements of Code Sections 401(a)(4) and 410 with the 
Plan being taken into account.

      (ii)  The term "Top-Heavy Group" means any Aggregation Group if the sum 
(as of the Determination Date) of --

        (A)  The present value of the cumulative accrued benefits for Key 
Employees under all defined benefit plans included in the group, and

        (B)  The aggregate of the account balances of Key Employees under all 
defined contribution plans included in the group exceeds sixty percent (60%) 
of a similar sum determined for all Employees.

      (iii) For purposes of determining --

        (A)  The present value of the cumulative accrued benefit of any 
Employee, or

        (B)  The amount of the account balance of any Employee,

such present value or amount shall be increased by the aggregate distributions 
made with respect to the Employee under the plan during the five (5) year 
period ending on the Determination Date.  The preceding rule shall also apply 
to distributions under a terminated plan which, if it had not been terminated, 
would have been required to be included in an Aggregation Group.  Also, any 
rollover contribution or similar transfer initiated by the Employee and made 
after December 31, 1983 to a plan shall not be taken into account with respect 
to the transferee plan for purposes of determining whether such plan is a Top-
Heavy Plan (or whether any Aggregation Group which includes such plan is a 
Top-Heavy Group).

    (c)  If any individual is a Non-Key Employee with respect to any plan for 
any Plan year, but the individual was a Key Employee with respect to the Plan 
for any prior Plan Year, any accrued benefit for the individual (and the 
account balance of the individual) shall not be taken into account for 
purposes of this Section 19.3.
(d)  If any individual has not received any Compensation from the Employer 
(other than benefits under the Plan) at any time during the five (5) year 
period ending on the Determination Date, any accrued benefit for such 
individual (and the account balance of the individual) shall not be taken into 
account for Purposes of this Section 19.3.  If an individual who previously 
was an Employee is reemployed after the above five year period, such 
Employee's accrued benefit and account balance shall be included in 
determining the top heavy ratio.

19.4  Minimum Contributions.  For each Plan Year in which the Plan is Top-
Heavy, the minimum contributions for that year shall be determined in 
accordance with the rules of this Section 19.4.

    (a)  Except as provided below, the minimum contribution (including amounts 
deferred under a cash or deferred arrangement under Section 401(k) of the 
Code) for each Non-Key Employee who has not separated from service as of the 
last day of the Plan Year shall be not less than three percent (3%) of his 
Compensation, regardless of whether the Non-Key Employee has less than 1,000 
Hours of Service during such Plan Year or elected to make Compensation 
Deferral Contributions to the Plan for such year.

    (b)  Subject to the following rules of this subparagraph (b), the 
percentage set forth in subparagraph (a) above shall not be required to exceed 
the percentage at which contributions (including amounts deferred under a cash 
or deferred arrangement under Section 401(k) of the Code) are made (or are 
required to be made) under the Plan for the year for the Key Employee for whom 
the percentage is the highest for the year.  This determination shall be made 
by dividing the contributions for each Key Employee by his 415 Compensation 
for the year.  For purposes of this subparagraph (b), all defined contribution 
plans required to be included in an Aggregation Group shall be treated as one 
plan. However, the rules of this subparagraph (b) shall not apply to any plan 
required to be included if an Aggregation Group if the plan enables a defined 
benefit plan to meet the requirements of Code Sections 401(a)(4) or 410.

    (c)  The requirements of this Section 19.4 must be satisfied without 
taking into account contributions under chapter 2 or 21 of the Code, title II 
of the Social Security Act, or any other Federal or State law.

    (d)  In the event a Participant is covered by both a defined contribution 
and a defined benefit plan maintained by the Company, both of which are 
determined to be Top Heavy Plans, the defined benefit minimum, offset by the 
benefits provided under the defined contribution plan, shall be provided under 
the defined benefit plan.

    (e)  For purposes of this Section 19.4, an Employee's Compensation shall 
be as defined in Section 2.9.
19.5  Maximum Annual Addition.

    (a)  Except as set forth below, in the case of any Top-Heavy Plan the 
rules of Code Section 415(e)(2) (B) and (3)(B) shall be applied by 
substituting "1.0" for "1.25.

    (b)  The rule set forth in subparagraph (a) above shall not apply if the 
requirements of both subdivisions (i) and (ii), below, are satisfied.

      (i)   The requirements of this subdivision (i) are satisfied if the 
rules of Section 19.4(a) above would be satisfied after substituting "four 
percent (4%)" for "three percent (3%)" where it appears therein with respect 
to participants covered only under a defined contribution plan.

      (ii)  The requirements of this subdivision (ii) are satisfied if the 
Plan would not be a Top-Heavy Plan if "ninety percent (90%)" were substituted 
for "sixty percent (60%)" each place it appears in Section 19.3(a)(ii).

    (c)  The rules of subparagraph (a) shall not apply with respect to any 
Employee as long as there are no --

      (i)   Employer Contributions, forfeitures, or voluntary nondeductible 
contributions allocated to the Employee under a defined contribution plan 
maintained by the Company, or

      (ii)  Accruals by the Employee under a defined benefit plan maintained 
by the Company.

19.6  Vesting Rules.  The Plan at all times satisfies the minimum vesting 
requirements of Code Section 416.

19.7  Non-Eligible Employees.  The rules of this Article IX shall not apply to 
any Employee included in a unit of Employees covered by an agreement with the 
Secretary of Labor finds to be a collective bargaining agreement between 
Employee representatives and one or more employers if there is evidence that 
retirement benefits were the subject of good faith bargaining between such 
Employee representatives and the Employer or employers.

                                  ARTICLE 20

                                    ESOP

20.1  Retirement and Matching Contribution Accounts.  It is intended that the 
Retirement and Matching Contribution Accounts held in the Trust Fund under the 
Plan shall
constitute a separate Employee Stock Ownership Plan ("ESOP") within the 
meaning of Code Section 4975(e)(7).  Retirement and Matching Contribution 
Accounts in the ESOP shall be invested primarily in Computer Sciences 
Corporation Stock in accordance with the provisions of Section 7.1. Except as 
otherwise provided in this Article 20, the provisions of the Plan shall apply 
to and are made a part of the ESOP.

20.2  Exempt Loan.  In the event the ESOP enters into an exempt loan, the 
following provisions shall apply:

    (a)  The proceeds of such exempt loan shall be used (i) to acquire 
qualifying Company securities, (ii) to repay such loan, and/or (iii) to repay 
a prior exempt loan.  No security acquired with the proceeds of an exempt loan 
may be subject to a put, call or other option, or buy-sell or similar 
arrangement while held by and when distributed from the ESOP.

    (b)  (i)   A qualifying Company security acquired with the proceeds of an 
exempt loan is subject to a put option if it is not publicly traded when 
distributed or if it is subject to a trading limitation when distributed.  The 
put option is only exercisable by the Participant or his Beneficiary during a 
15-month period which begins on the date the security subject to the put 
option is distributed.

      (ii)  In the case of a security that is publicly traded when distributed 
but ceases to be so traded within 15 months after distribution, the Company 
must notify each security holder in writing within ten days after the security 
ceases to be so traded that for the remainder of the 15-month period the 
security is subject to a put option.

       (iii) The security holder must notify the Company in writing when 
exercising a put option.  The value of the security at the time the put option 
is exercised must be determined pursuant to Section 20.2(e)(v). The provisions 
for payment under a put option must be reasonable pursuant to regulations 
adopted by the Internal Revenue Service.

    (c)  The rights and protections as stated in Section 20.2 (a) and (b) are 
nonterminable.

    (d)  All assets acquired by the ESOP with the proceeds of an exempt loan 
will be added to and maintained in a suspense account.  Stock acquired through 
an exempt loan shall be released from the suspense account as the exempt loan 
is repaid.  For each Plan Year until the exempt loan is fully repaid, the 
number of shares of Company stock released from the suspense account shall 
equal the number of unreleased shares immediately before such release for the 
current Plan Year multiplied by the "Release Fraction." As used herein, the 
Release Fraction shall be a fraction the numerator of which is the amount of 
principal and interest paid
on the exempt loan for such current Plan Year and the denominator of which is 
the sum of the numerator plus the principal and interest to be paid on such 
exempt loan for all future years during the duration of the term of such loan 
(determined without reference to any possible extensions or renewals thereof).

    (e)  (i)   Allocations under the ESOP generally should satisfy the 
requirements for allocating contributions under a profit sharing plan as 
stated in Treasury Regulation 1.401-1(b)(1)(ii) and (iii).  Securities 
acquired under the ESOP must be accounted for as provided under Treasury 
Regulation 1.402(a)-1(b)(2)(ii).

      (i)   As at the end of each Plan Year, the ESOP must consistently 
allocate to the Participants' Retirement Accounts non-monetary units 
representing Participants' interests in assets withdrawn from the suspense 
account.

      (ii)  Interest with respect to securities acquired with the proceeds of 
an exempt loan must be allocated as income of the ESOP, except to the extent 
that the ESOP provides for the use of income from such securities to repay the 
loan.

      (iii) If a portion of a Participant's Retirement Account is forfeited, 
qualifying Company securities allocated under Section 20.2(e) must be 
forfeited only after other assets.

      (iv)  Valuations must be made in good faith and based on fair market 
value.  Such fair market value shall be determined from facts reasonably 
available to the Trustees.  In making said determination, the Trustees may, 
but need not, select and rely upon the advice and opinions of appraisers, 
brokers, investment counsel, or any other persons believed by the Trustees to 
be competent.  Any determination of value so made shall, for all purposes of 
the ESOP, conclusively establish such value.

    (f)  Retirement Accounts are distributable only in Stock.  If securities 
acquired with the proceeds of an exempt loan available for distribution 
consist of more than one class, a distributee must receive substantially the 
same proportion of each such class. Income held by the ESOP for a 2-year 
period or longer must be distributed under the rule described in the first 
sentence of this Section 20.2(f).

20.3  Eligible Participant.

    (a)  Notwithstanding any provision of the Plan to the contrary, an 
"Eligible Participant" as defined below may designate any one or more of the 
Investment Funds for the investment of any portion of his Retirement and 
Matching
Contribution Account attributable to Stock acquired by the ESOP on or after 
January 1, 1987 in accordance with the rules described in Section 7.2. The 
Committee shall make at least three (3) Investment Funds available for the 
investment of such portion of an "Eligible Participant's" Retirement and 
Matching Contribution Account.  For purposes of this Section 20.3(a) "Eligible 
Participant" shall mean a Participant who has completed at least five years of 
participation under the Plan and attained at least age fifty-five (55).

    (b)  Notwithstanding any provision of the Plan to the contrary, any 
portion of a Participant's Retirement and Matching Contribution Account 
attributable to Stock acquired by the ESOP on or after January 1, 1987 shall, 
at the election of the Participant and his Spouse (if required under Section 
9.4(b)(i)), be distributed not later than one (1) year after the close of the 
Plan Year (i) in which occurs the Participant's Severance by reason of 
attainment of Normal Retirement Date, Disability, or death, or (ii) which is 
the fifth Plan Year following the Plan Year in which occurs the Participant's 
Severance for any reason other than those listed under (i) above, provided 
that the Participant is not reemployed prior to the close of such fifth Plan 
Year.

                                  ARTICLE 21

                            ANNUITY REQUIREMENTS

21.1  Coverage. The provisions of this Article 21 shall apply to any 
Participant whose Accounts include a Transfer Account that has received 
amounts directly from another qualified plan that provides for an annuity form 
of distribution.

21.2  Qualified Joint and Survivor Annuity. Unless an optional form of benefit 
is selected pursuant to a qualified election within the 90-day period ending 
on the annuity starting date, a married Participant's Transfer Account will be 
paid in the form of a Qualified Joint and Survivor Annuity and an unmarried 
Participant's Transfer Account will be paid in the form of a life annuity.  
The Participant may elect to have such annuity distributed upon attainment of 
the earliest retirement age under the Plan.

21.3  Qualified Preretirement Survivor Annuity. Unless an optional form of 
benefit has been selected within the election period pursuant to a qualified 
election, if a Participant dies before the annuity starting date then the 
Participant's Transfer Account shall be applied toward the purchase of an 
annuity for the life of the Surviving Spouse.  The Surviving Spouse may elect 
to have such annuity distributed within a reasonable period after the 
Participant's death.  In addition, the Surviving Spouse may elect to waive the 
right to a survivor annuity and in lieu thereof receive a lump sum 
distribution of the entire balance of the Participant's Transfer Account.

21.4  Optional Form of Benefit. During the election period, a Participant may, 
pursuant to a qualified election, select as an optional form of benefit in 
lieu of an
annuity form of distribution either one of the following forms of 
distribution:  (a) a series of substantially equal annual or more frequent 
installments over a period certain not extending beyond the earlier of (i) the 
end of the period measured by the joint life and last survivor expectancy of 
the Participant and his Spouse, or (ii) twenty years; or (b) a lump sum 
distribution in accordance with Section 9.6.

21.5  Definitions.

    (a)  Election Period:  The period which begins on the first day of the 
Plan Year in which the Participant attains age 35 and ends on the date of the 
Participant's death.  If a Participant separates from Service prior to the 
first day of the Plan Year in which age 35 is attained, the election period 
shall begin on the Participant's Severance Date.  A Participant who will not 
yet attain age 35 as of the end of any current Plan Year may make a special 
qualified election to waive the qualified preretirement survivor annuity for 
the period beginning on the day of such election and ending on the first day 
of the Plan Year in which the Participant will attain age 35.  Such election 
shall not be valid unless the Participant receives a written explanation of 
the qualified preretirement survivor annuity in such terms as are comparable 
to the preretirement survivor annuity explanation required under Section 21.6.  
Qualified preretirement survivor annuity coverage will be automatically 
reinstated as of the first day of the Plan Year in which the Participant 
attains age 35.  Any new waiver on or after such date shall be subject to the 
full requirements of this Article 21.

    (b)  Earliest Retirement Age.  The earliest date on which, under the Plan, 
the Participant could elect to receive retirement benefits.

    (c)  Qualified Election.  A waiver of a qualified joint and survivor 
annuity or a qualified preretirement survivor annuity shall not be effective 
unless (i) the Participant's Spouse consents in writing to the election; (ii) 
the election designates a specific beneficiary, including any class of 
beneficiaries or any contingent beneficiaries, which may not be changed 
without spousal consent (or the Spouse expressly permits designations by the 
Participant without any further spousal consent); (iii) the Spouse's consent 
acknowledges the effect of the election; and (iv) the Spouse's consent is 
witnessed by a Plan representative or notary public.  Additionally, a 
Participant's waiver of the qualified joint and survivor annuity shall not be 
effective unless the election designates a form of benefit payment which may 
not be changed without spousal consent (or the Spouse expressly permits 
designations by the Participant without any further spousal consent).  If it 
is established to the satisfaction of a Plan representative that there is no 
Spouse or that the Spouse cannot be located, a waiver will be deemed a 
qualified election.

Any consent obtained under this provision (or establishment that the consent 
of a Spouse may not be obtained) shall be effective only with respect to such 
Spouse.  A consent that permits designations by the Participant without any
requirement of further consent by such Spouse must acknowledge that the Spouse 
has the right to limit consent to a specific beneficiary, and a specific form 
of benefit where applicable, and that the Spouse voluntarily elects to 
relinquish either or both of such rights.  A revocation of a prior waiver may 
be made by a Participant without the consent of the Spouse at any time before 
the commencement of benefits.  The number of revocations shall not be limited.  
No consent obtained under this provision shall be valid unless the Participant 
has received notice as provided in Section 21.6 below.  

    (d)  Qualified Joint and Survivor Annuity.  An immediate annuity for the 
life of the Participant with a survivor annuity for the life of the Spouse 
which is not less than 50% and not more than 100% of the amount of the annuity 
which is payable during the joint lives of the Participant and the Spouse and 
which is the amount of benefit which can be purchased with the Participant's 
Transfer Account.  The percentage of the survivor Annuity shall be either 50% 
or 100%, as selected by the Participant.

    (e)  Annuity Starting Date.  The first day of the first period for which 
an amount is paid as an annuity or any other form.

21.6  Notice Requirements.

    (a)  In the case of a qualified joint and survivor annuity, the Plan 
Committee shall no less than 30 days and no more than 90 days prior to the 
annuity starting date provide each Participant a written explanation of: (i) 
the terms and conditions of a Qualified Joint and Survivor Annuity; (ii) the 
Participant's right to make and the effect of an election to waive the 
Qualified Joint and Survivor Annuity form of benefit; (iii) the rights of a 
Participant's Spouse; and (iv) the right to make, and the effect of, a 
revocation of a previous election to waive the Qualified Joint and Survivor 
Annuity.

    (b)  In the case of a qualified preretirement survivor annuity as 
described in Section 21.3, the Plan Committee shall provide each Participant 
within the applicable period for such Participant a written explanation of the 
Qualified Preretirement Survivor Annuity in such terms and in such manner as 
would be comparable to the explanation provided for meeting the requirements 
of Section 21.6(a) applicable to a Qualified Joint and Survivor Annuity.  The 
applicable period for a Participant is whichever of the following periods ends 
last: (i) the period beginning with the first day of the Plan Year in which 
the Participant attains age 32 and ending with the close of the Plan Year 
preceding the Plan Year in which the Participant attains age 35; (ii) a 
reasonable period ending after the individual becomes a Participant; (iii) a 
reasonable period ending after Section 21.6(c) ceases to apply to the 
Participant; (iv) a reasonable period ending after this Article 21 first 
applies to the Participant.  Notwithstanding the foregoing, notice must be 
provided
within a reasonable period ending after separation from Service in the case of 
a Participant who separates from Service before attaining age 35.

For purposes of the preceding paragraph, a reasonable period ending after the 
enumerated events described in (ii), (iii) and (iv) is the end of the two year 
period beginning one year prior to the date the applicable event occurs, and 
ending one year after that date.  In the case of a Participant who separates 
from Service before the Plan Year in which age 35 is attained, notice shall be 
provided within the two year period beginning one year prior to the 
Participant's Severance Date and ending one year after such Severance Date.  
If such a Participant thereafter returns to employment with the Company, the 
applicable period for such Participant shall be redetermined.

IN WITNESS WHEREOF, Computer Sciences Corporation has caused this Amendment 
and Restatement to be executed this 29th day of December, 1994, effective as 
of January 1, 1989.

                             COMPUTER SCIENCES CORPORATION

                             By:/s/ VAN B. HONEYCUTT
                                ------------------------
                                Van B. Honeycutt, President and
                                Chief Operating Officer

                             By:/s/ HAYWARD D. FISK
                                ------------------------
                                Hayward D. Fisk, Secretary
SCHEDULE A

                        Affiliated Companies designated

                          as a Participating Employer

CSC Geographic Technologies, Inc.
CSC Partners, Inc.
CSC PanAm SCC
CSC Healthcare Systems, Inc.
CSC Logic, Inc.
CSC Index, Inc.
     PRISMS
     DiBianca-Berkman Group, Inc.
     CSC Computer Sciences, Ltd.
CSC Enterprises
CSC Credit Services, Inc.
CSC Intelicom, Inc.
CSC Compusource, Inc.
CSC Outsourcing, Inc.
CSC Computer Sciences VOF/SNC
Exhibit 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement 
relating to the Computer Sciences Corporation Matched Asset Plan of Computer 
Sciences Corporation on Form S-8 of our reports dated May 26, 1995 and June 2, 
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 
on Form 11-K of the Computer Sciences Corporation Matched Asset Plan for the 
year ended December 31, 1994, 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