Deferred Compensation Plan

EXHIBIT 10.1













AMENDMENT AND RESTATEMENT OF THE



COMPUTER SCIENCES CORPORATION



DEFERRED COMPENSATION PLAN







AND



SUMMARY PLAN DESCRIPTION







Effective as of October 28, 2007


































TABLE OF CONTENTS



Page

ARTICLE I - DEFINITIONS

Section 1.1 General 2
Section 1.2 Administrator 2
Section 1.3 Board 2
Section 1.4 Change in Control 2
Section 1.5 Chief Executive Officer 3
Section 1.6 Code 3
Section 1.7 Committee 3
Section 1.8 Company 3
Section 1.9 Delegate 3
Section 1.10 Eligible Key Executive 3
Section 1.11 Employee 3
Section 1.12 ERISA 3
Section 1.13 Exchange Act 3
Section 1.14 Hardship 4
Section 1.15 Part A Account 4
Section 1.16 Part A Deferred Compensation 4
Section 1.17 Part A Election Form 4
Section 1.18 Part A Participant 4
Section 1.19 Partial First Plan Year 5
Section 1.20 Payday 5
Section 1.21 Plan Year 5
Section 1.22 Qualified Bonus 5
Section 1.23 Qualified Salary 5
Section 1.24 Retirement 5
Section 1.25 Section 401(a)(17) Limitation 6
Section 1.26 Separation from Service 6

ARTICLE II - ELIGIBILITY

Section 2.1 Requirements for Participation 6
Section 2.2 Deferral Election Procedure 6
Section 2.3 Content of Part A Election Form 7

ARTICLE III - PARTICIPANTS' DEFERRALS

Section 3.1 Deferral of Qualified Bonus and Qualified Director Compensation 7
Section 3.2 Deferral for Partial First Plan Year 8
Section 3.3 Deferral for Qualified Salary 8


















ARTICLE IV - DEFERRED COMPENSATION ACCOUNTS

Section 4.1 Part A Deferred Compensation Accounts 9
Section 4.2 Crediting of Part A Deferred Compensation 9
Section 4.3 Crediting of Earnings 9
Section 4.4 Applicability of Part A Account Values 9
Section 4.5 Vesting of Part A Deferred Compensation Accounts 10
Section 4.6 Assignments, Etc. Prohibited 10

ARTICLE V - DISTRIBUTIONS OF DEFERRED COMPENSATION ACCOUNTS

Section 5.1 Distributions upon a Key Executive's Retirement and a Nonemployee Director's Separation from Service 10
Section 5.2 Distributions upon a Key Executive's Pre-Retirement Separation from Service 11
Section 5.3 Distributions upon a Part A Participant's Death 11
Section 5.4 Optional Distributions 12
Section 5.5 Applicable Taxes 12

ARTICLE VI - WITHDRAWALS FROM DEFERRED COMPENSATION ACCOUNTS

Section 6.1 Hardship Distributions from Part A Accounts 12
Section 6.2 Elective Distributions after a Change in Control 13
Section 6.3 Other Elective Distributions 13
Section 6.4 Payment of Withdrawals 13
Section 6.5 Effect of Withdrawals 13
Section 6.6 Applicable Taxes 14

ARTICLE VII - ADMINISTRATIVE PROVISIONS

Section 7.1 Administrator's Duties and Powers 14
Section 7.2 Limitations Upon Powers 14
Section 7.3 Final Effect of Administrator Action 15
Section 7.4 Delegation by Administrator 15
Section 7.5 Indemnification by the Company; Liability Insurance 15
Section 7.6 Recordkeeping 15
Section 7.7 Statement to Part A Participants 16
Section 7.8 Inspection of Records 16
Section 7.9 Identification of Fiduciaries 16
Section 7.10 Procedure for Allocation of Fiduciary Responsibilities 16
Section 7.11 Claims Procedure 16
Section 7.12 Conflicting Claims 18
Section 7.13 Service of Process 19







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ARTICLE VIII - MISCELLANEOUS PROVISIONS

Section 8.1 Termination of Part A of the Plan 19
Section 8.2 Limitation on Rights of Part A Participants 19
Section 8.3 Consolidation or Merger; Adoption of Plan by Other Companies 20
Section 8.4 Errors and Misstatements 20
Section 8.5 Payment on Behalf of Minor, Etc. 20
Section 8.6 Amendment of Plan 20
Section 8.7 Funding 21
Section 8.8 Governing Law 21
Section 8.9 Pronouns and Plurality 21
Section 8.10 Titles 21
Section 8.11 References 21

ARTICLE IX - DEFINITIONS

Section 9.1 General 22
Section 9.2 Administrator 22
Section 9.3 Board 22
Section 9.4 Change in Control 22
Section 9.5 Chief Executive Officer 22
Section 9.6 Code 22
Section 9.7 Committee 22
Section 9.8 Company 23
Section 9.9 Delegate 23
Section 9.10 Disability 23
Section 9.11 Eligible Key Executive 23
Section 9.12 Employee 23
Section 9.13 ERISA 23
Section 9.14 Exchange Act 23
Section 9.15 Hardship 23
Section 9.16 Part B Account 24
Section 9.17 Part B Deferred Compensation 24
Section 9.18 Part B Distribution Election 24
Section 9.19 Part B Election Form 24
Section 9.20 Part B Participant 24
Section 9.21 Payday 24
Section 9.22 Performance-Based Compensation 24
Section 9.23 Plan Year 25
Section 9.24 Predecessor Plan 25
Section 9.25 Qualified Annual Bonus 25
Section 9.26 Qualified Director Compensation 25
Section 9.27 Qualified Quarterly Bonus 25
Section 9.28 Qualified Salary 25
Section 9.29 Retirement 25





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Section 9.30 Section 401(a)(17) Limitation 25
Section 9.31 Separation from Service 26
Section 9.32 Specified Employee 26

ARTICLE X - ELIGIBILITY

Section 10.1 Requirements for Participation 26
Section 10.2 Deferral Election Procedure 26
Section 10.3 Content of Part B Election Form 27

ARTICLE XI - PARTICIPANTS' DEFERRALS

Section 11.1 Deferral of Qualified Annual Bonus 27
Section 11.2 Deferral for Qualified Salary, Qualified Director Compensation and Qualified Quarterly Bonus 28

ARTICLE XII - DEFERRED COMPENSATION ACCOUNTS

Section 12.1 Part B Deferred Compensation Accounts 29
Section 12.2 Crediting of Part B Deferred Compensation 29
Section 12.3 Crediting of Earnings 30
Section 12.4 Applicability of Part B Account Values 30
Section 12.5 Vesting of Part B Deferred Compensation Accounts 30
Section 12.6 Assignments, Etc. Prohibited 30

ARTICLE XIII - DISTRIBUTIONS OF DEFERRED COMPENSATION ACCOUNTS

Section 13.1 Distributions upon a Key Executive's Retirement and a Nonemployee Director's Separation from Service 30
Section 13.2 Distributions upon a Key Executive's Pre-Retirement Separation from Service 31
Section 13.3 Distributions upon a Part B Participant's Death 32
Section 13.4 Distributions upon a Part B Participant's Disability 33
Section 13.5 Distributions upon a Change in Control 34
Section 13.6 Optional Distributions 34
Section 13.7 Required Delay in Payments to Certain Part B Participants 35
Section 13.8 Ordering of Distribution Elections 35
Section 13.9 Timing of Distribution Elections for Certain Section 409A Deferrals 35
Section 13.10 Applicable Taxes 36







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ARTICLE XIV - WITHDRAWALS FROM DEFERRED COMPENSATION ACCOUNTS

Section 14.1 Hardship Distributions from Part B Accounts 36
Section 14.2 Withdrawals to Pay Employment Taxes 36
Section 14.3 Withdrawals Upon Amounts Becoming Subject to Section 409A 37
Section 14.4 Payment of Withdrawals 37
Section 14.5 Effect of Withdrawals 37
Section 14.6 Applicable Taxes 37

ARTICLE XV - ADMINISTRATIVE PROVISIONS

Section 15.1 Administrator's Duties and Powers 37
Section 15.2 Limitations Upon Powers 38
Section 15.3 Final Effect of Administrator Action 38
Section 15.4 Delegation by Administrator 38
Section 15.5 Indemnification by the Company; Liability Insurance 39
Section 15.6 Recordkeeping 39
Section 15.7 Statement to Part B Participants 39
Section 15.8 Inspection of Records 39
Section 15.9 Identification of Fiduciaries 39
Section 15.10 Procedure for Allocation of Fiduciary Responsibilities 40
Section 15.11 Claims Procedure 40
Section 15.12 Conflicting Claims 42
Section 15.13 Service of Process 42

ARTICLE XVI - MISCELLANEOUS PROVISIONS

Section 16.1 Termination of Part B of the Plan 42
Section 16.2 Limitation on Rights of Part B Participants 43
Section 16.3 Consolidation or Merger; Adoption of Plan by Other Companies 43
Section 16.4 Errors and Misstatements 44
Section 16.5 Payment on Behalf of Minor, Etc. 44
Section 16.6 Amendment of Plan 44
Section 16.7 Funding 45
Section 16.8 Governing Law 45
Section 16.9 Pronouns and Plurality 45
Section 16.10 Titles 45
Section 16.11 References 45







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AMENDMENT AND RESTATEMENT OF THE

COMPUTER SCIENCES CORPORATION

DEFERRED COMPENSATION PLAN



AND



SUMMARY PLAN DESCRIPTION



as Amended and Restated Effective as of October 28, 2007



Computer Sciences Corporation, a Nevada corporation, by resolution of its Board of Directors dated August 14, 1995, has adopted the Computer Sciences Corporation Deferred Compensation Plan (the "Plan ?), which constitutes a complete amendment and restatement of the Computer Sciences Corporation Nonqualified Deferred Compensation Plan (the "Predecessor Plan"), effective as of September 30, 1995, for the benefit of its Nonemployee Directors, as defined below, and certain of its Key Executives, as defined below.



The Plan was amended and restated effective as of February 2, 1998, as of August 13, 2001, as of December 9, 2002, as of August 11, 2003 and as of January 1, 2005 (the "2005 Restatement"). The Plan is hereby amended and restated effective as of October 28, 2007 (the "2007 Restatement"), which amendment and restatement is intended to reflect the provisions of Section 409A of the Code (as defined below) and the regulations and other Treasury Department guidance promulgated thereunder ("Section 409A"), and shall be interpreted accordingly. As with the 2005 Restatement, the 2007 Restatement shall only apply to (i) "amounts deferred" (within the meaning of Section 409A) by Key Executives in taxable years beginning after December 31, 2004, and any earnings thereon and (ii) amounts deferred by Nonemployee Directors in taxable years beginning both before and after December 31, 2004, and any earnings thereon (collectively, "Section 409A Deferrals"). The provisions of the Plan in existence prior to the 2005 Restatement shall continue to govern "amounts deferred" (within the meaning of Section 409A) by Key Executives in taxable years beginning before January 1, 2005, and any earnings thereon (collectively, "Grandfathered Deferrals"). As such, Part A of the Plan is applicable solely to Grandfathered Deferrals, and Part B of the Plan is applicable solely to Section 409A Deferrals.



The Plan shall constitute two separate plans, one for the benefit of Nonemployee Directors (the "Nonemployee Director Plan") and one for the benefit of Key Executives (the "Key Executive Plan"). The Key Executive Plan is a nonqualified deferred compensation plan which is unfunded and is maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees, within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, as defined below. The Nonemployee Director Plan is not subject to ERISA. This document is also intended to constitute the Summary Plan Description for the Plan. For purposes of the Plan, the term "Key Executive" shall mean any Employee of the Company who is an officer or other key executive of the Company and who qualifies as a "highly compensated employee or management employee" within the meaning of Title I of ERISA, and the term "Nonemployee Director" shall mean a member of the Board who is not an Employee.


















PART A



ARTICLE I



DEFINITIONS



Section 1.1 General



In addition to the terms defined in the preamble to the Plan, whenever the following terms are used in Part A of the Plan with the first letter capitalized, they shall have the meaning specified below unless the context clearly indicates to the contrary.



Section 1.2 Administrator



"Administrator" shall mean Computer Sciences Corporation, acting through its Chief Executive Officer, except that if the Chief Executive Officer has appointed a Delegate under Section 7.4, the term "Administrator" shall mean the Delegate as to those duties, powers and responsibilities specifically conferred upon the Delegate.



Section 1.3 Board



"Board" shall mean the Board of Directors of Computer Sciences Corporation. The Board may delegate any power or duty otherwise allocated to the Administrator to any other person or persons, including a Committee appointed under Section 7.4.



Section 1.4 Change in Control



"Change in Control" means, after September 30, 1995, (a) the acquisition by any person, entity or group (as defined in Section 13(d)3 of the Exchange Act), as beneficial owner, directly or indirectly, of securities of Computer Sciences Corporation representing twenty percent (20%) or more of the combined voting power of the then outstanding securities of Computer Sciences Corporation, (b) a change during any period of two (2) consecutive years of a majority of the Board as constituted as of the beginning of such period, unless the election of each director who was not a director at the beginning of such period was approved by vote of at least two-thirds of the directors then in office who were directors at the beginning of such period, (c) a sale of substantially all of the property and assets of Computer Sciences Corporation, (d) a merger, consolidation, reorganization or other business combination to which Computer Sciences Corporation is a party and the consummation of which results in the outstanding voting securities of Computer Sciences Corporation being exchanged for or converted into cash, property and/or securities not issued by Computer Sciences Corporation, (e) a merger, consolidation, reorganization or other business combination to which the Company is a party and the consummation of which does not result in the outstanding voting securities of the Company being exchanged for or converted into cash, property and/or securities not issued by the Company, provided that the outstanding voting securities of the Company immediately prior to such business combination (or, if applicable, the securities of the Company into which such voting securities are converted as a result of such business combination) represent less than 50% of the voting power of the Company immediately following such business combination, or (f) any other event constituting a change in control of Computer Sciences Corporation for purposes of Schedule 14A of Regulation 14A under the Exchange Act.







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Section 1.5 Chief Executive Officer



"Chief Executive Officer" shall mean the Chief Executive Officer of Computer Sciences Corporation.



Section 1.6 Code



"Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, together with regulations thereunder.



Section 1.7 Committee



"Committee" shall mean the Committee, if any, appointed in accordance with Section 7.4.



Section 1.8 Company



"Company" shall mean Computer Sciences Corporation and all of its affiliates, and any entity which is a successor in interest to Computer Sciences Corporation and which continues Part A of the Plan under Section 8.3(a).



Section 1.9 Delegate



"Delegate" shall mean the Delegate, if any, appointed in accordance with Section 7.4.



Section 1.10 Eligible Key Executive



"Eligible Key Executive" shall mean any Key Executive who has been designated as eligible to participate in Part A of the Plan with respect to any Plan Year beginning before January 1, 2005 by the Chief Executive Officer.



Section 1.11 Employee



"Employee" shall mean any person who renders services to the Company in the status of an employee as that term is defined in Code Section 3121(d), including officers but not including directors who serve solely in that capacity.



Section 1.12 ERISA



"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, together with regulations thereunder.



Section 1.13 Exchange Act



"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.







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Section 1.14 Hardship



(a) "Hardship' of a Part A Participant, shall mean an unforeseeable emergency which constitutes a severe financial hardship resulting from any one or more of the following:



(i) sudden and unexpected illness or accident of the Part A Participant or of a dependent (as defined in Code Section 152(a)) of the Part A Participant;



(ii) loss of the Part A Participant's property due to casualty; or



(iii) any other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Part A Participant's control.



(b) Notwithstanding subsection(a) above, a financial need shall not constitute a Hardship unless it is for at least $1,000.00 (or the entire principal amount of the Part A Participant's Part A Accounts, if less).



(c) Whether a Part A Participant has incurred a Hardship shall be determined by the Administrator in its discretion on the basis of all relevant facts and circumstances and in accordance with nondiscriminatory and objective standards, uniformly interpreted and consistently applied.



Section 1.15 Part A Account



"Part A Account" of a Part A Participant shall mean the Part A Participant's individual deferred compensation account established for his or her benefit under Article IV hereof.



Section 1.16 Part A Deferred Compensation



"Part A Deferred Compensation" of a Part A Participant shall mean the amounts deferred by such Part A Participant under Article III of the Plan.



Section 1.17 Part A Election Form



"Part A Election Form" shall mean the form of election provided by the Administrator to each Eligible Executive pursuant to Section 3.1 or Section 3.3.



Section 1.18 Part A Participant



"Part A Participant" shall mean each Key Executive who elects to participate in Part A of the Plan as provided in Article II and who defers Qualified Bonus or Qualified Salary under Part A of the Plan. Each of such persons shall continue to be a "Part A Participant" until they have received all benefits due under Part A of the Plan.







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Section 1.19 Partial First Plan Year



"Partial First Plan Year" shall mean that portion of the first Plan Year of the Plan subject to its amendment and restatement effective as of September 30, 1995, which shall begin on September 30, 1995 and end on March 29, 1996.



Section 1.20 Payday



"Payday" of a Key Executive shall mean the regular and recurring established day for payment of Qualified Salary to such Key Executive.



Section 1.21 Plan Year



"Plan Year" shall mean the fiscal year of the Company.



Section 1.22 Qualified Bonus



"Qualified Bonus" of a Key Executive shall mean the Key Executive's annual cash bonus which may be payable to the Key Executive under the Computer Sciences Corporation Annual Incentive Plan or such other bonus or incentive compensation plan of the Company which may be designated from time to time by the Administrator.



Section 1.23 Qualified Salary



"Qualified Salary" of a Key Executive shall mean the Key Executive's gross base salary which may be payable to the Key Executive on a Payday, including any portion thereof payable in the form of sick pay, vacation pay, pay in lieu of notice or jury pay, and determined before any exclusions, deductions or withholdings therefrom,



Section 1.24 Retirement



"Retirement" shall mean, with respect to a Key Executive, a Separation from Service of such Key Executive (a) on or after attainment of age sixty-two (62) or (b) prior to attainment of age sixty-two (62) if the Chief Executive Officer shall designate such Separation from Service as Retirement for purposes of Part A of the Plan.







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Section 1.25 Section 401(a)(17) Limitation



"Section 401(a)(17) Limitation" with respect to a Key Executive's Qualified Salary for a Payday shall mean the amount equal to:



(a) the annual compensation limit under Code Section 401(a)(17) in effect for the calendar year in which such Payday occurs, divided by



(b) the total number of Paydays in a year for which such Key Executive's gross base salary would be payable to such Key Executive, based on the regular and recurring manner of payment for such Key Executive in effect on such Payday, as determined by the Administrator.



Section 1.26 Separation from Service



"Separation from Service" of a Key Executive shall mean the termination of his or her employment with the Company by reason of resignation, discharge, death or Retirement. A leave of absence or sick leave authorized by the Company in accordance with established policies, a vacation period or a military leave shall not constitute a Separation from Service; provided, however, that failure to return to work upon expiration of any leave of absence, sick leave, military leave or vacation shall be considered a resignation effective as of the date of expiration of such leave of absence, sick leave, military leave or vacation.



ARTICLE II



ELIGIBILITY



Section 2.1 Requirements for Participation



Any Eligible Key Executive shall be eligible to be a Part A Participant in the Plan.



Section 2.2 Deferral Election Procedure



For each Plan Year, the Administrator shall provide each Eligible Key Executive with a Part A Election Form on which such person may elect to defer his or her Qualified Bonus and Qualified Salary under Article III, but only to the extent such deferrals would qualify as Grandfathered Deferrals. Each such person who elects to defer Qualified Bonus or Qualified Salary under Article III shall complete and sign the Part A Election Form and return it to the Administrator.







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Section 2.3 Content of Part A Election Form



Each Part A Participant who elects to defe ...