Executive Supplemental Benefit Plan 1997 Restatement

EXHIBIT 10 (k)

COMPUTER TASK GROUP, INCORPORATED

EXECUTIVE SUPPLEMENTAL BENEFIT PLAN 1997 RESTATEMENT

COMPUTER TASK GROUP, INCORPORATED

EXECUTIVE SUPPLEMENTAL BENEFIT PLAN

PURPOSE

The purpose of the Executive Supplemental Benefit Plan of Computer Task Group, Incorporated is to provide specified benefits to a select group of management and highly-compensated Employees who contribute materially to the continued growth, development and future business success of the Company. I TITLE AND EFFECTIVE DATE

.1 Title. This Plan shall be known as the Computer Task Group, Incorporated Executive Supplemental Benefit Plan, (hereinafter referred as the " Plan" ).

.2 Effective Date. The effective date of this Plan was March 3, 1984. The effective date of this Plan as restated by this instrument is January 31, 1997.

.3 Plan Year. The Plan Year of this Plan is the calendar year, except that the first Plan Year began March 3, 1984 and ended December 31, 1984.

II DEFINITIONS

For purposes hereof, unless otherwise clearly apparent from the context, the following phrases or terms shall have the indicated meanings: .1 " Basic Compensation" shall mean the annual base salary of the Employee, exclusive of bonus, incentive payments or other extraordinary compensation, at the date of death, Total and Permanent Disability, Retirement or Voluntary Termination, divided by twelve (12).

.2 " Beneficiary" shall mean the person or entity entitled to receive any benefits under this Plan, as determined under Article XI.

.3 " Committee" shall mean the Compensation Committee of the Board, which Committee shall manage and administer the Plan in accordance with the provisions of Article XVII hereof.

.4 " Company" shall mean Computer Task Group, Incorporated.


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.5 " Pre-retirement Death Benefit" shall mean a monthly benefit equal to 50% of a Member' s Basic Compensation. This benefit shall be paid for a period of 180 months.

.6 " Disability Benefit" shall mean a monthly benefit equal to 50% of a Member' s Basic Compensation, reduced by disability benefits paid under the Company-provided portion of the Company' s basic and supplemental disability plans.

.7 " Employee" shall mean any person who is in the regular full-time employment of the Company, as determined by the personnel rules and practices of the Company. .8 " Member" shall mean an Employee who is selected and elects to participate in the Plan as provided in Article III hereof. .9 " Plan" shall mean the Computer Task Group, Incorporated Executive Supplemental Benefit Plan.

.10 " Plan Participation Agreement" shall mean the form of written acceptance which is executed by an Employee selected to become a Member as a condition to membership in the Plan. .11 " Normal Retirement Age" shall mean the later of (a) the completion of five years of service from the date the Employee becomes a Member of the Plan, or, (b) (i) in the case of a Member whose benefits become nonforfeitable under Section 2.13 prior to December 1, 1994 and who does not participate in any plan that is a successor to this Plan, age 60, or, (ii) in the case of any other Member, age 65.

.12 " Retirement Benefit Percentage" shall mean that portion of the Basic Compensation expressed in the form of a percentage, that a Member is entitled to receive at Normal Retirement. The percentage shall be based upon the yearly percentage credits earned for past and future services indicated in each Member' s Plan Participation Agreement. A Member shall not earn credits for services during the period the Member is Totally and Permanently Disabled. The maximum retirement benefit for any one Member shall not exceed 50% of Basic Compensation. .13 " Level Classification" shall mean the classifications indicated by the following schedule designating the percentage credits earned by a Member for each year of Prior Service or Future Service and their forfeitability. The Level Classification assignments shall be determined on an individual basis by the Committee and are specified in Exhibit 1. Level Prior Service Future Service Forfeitability

I 3%/yr. 3%/yr.

All retirement benefits shall be nonforfeitable at the later of the inception of the Plan, or the date an Employee becomes a Member of the Plan.

II 2-1/4%/yr. 3%/yr.

All retirement benefits representing prior service shall be nonforfeitable at the later of the inception of the Plan or the date an Employee becomes a Member of the Plan. Benefits attributable to future service become nonforfeitable after five years of service from the date an Employee becomes a Member of the Plan. III 1%/yr. 2-1/2%/yr.

All retirement benefits, whether based upon past service or service rendered after admission to the Plan, shall become nonforfeitable after five years of service from the date an Employee becomes a Member of the Plan, or if earlier, the date the Member is Totally and Permanently Disabled. Notwithstanding the preceding, all retirement benefits of any Member who is actively employed by the Company on December 1, 1994 shall become nonforfeitable on December 1, 1994 if the Member has at least three years of service on such date.


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Notwithstanding the preceding, all benefits in the Plan shall be frozen as of December 1, 1994; that is, no benefits that have not accrued as of close of business on November 30, 1994 shall accrue on or after that date and any compensation taken into account for any purpose under this Plan shall not be increased after November 30, 1994. .14 " Normal Retirement" shall mean severance from employment with the Company at or after attaining Normal Retirement Age, or, in the case of a Member who is receiving Disability Benefits immediately prior to Normal Retirement Age, Normal Retirement Age.

.15 " Normal Retirement Benefit" shall mean a monthly benefit beginning at Normal Retirement and continuing for 180 months or the life of the Member, whichever is the greater. The monthly benefit is an amount calculated by multiplying the Retirement Benefit Percentage times the Member' s Basic Compensation at the Member' s date of retirement and is not offset by benefits in the Company' s qualified thrift plan or Section 401(k) plan, nor by a Member' s primary Social Security benefits. However, in the event a defined benefit pension plan is implemented by the Company, the monthly benefits payable under this Plan to those Members who are eligible for benefits under a defined benefit pension plan shall be reduced by the Member' s monthly benefits under such pension plan.

.16 " Board" shall mean the Company' s Board of Directors.

.17 " Total and Permanent Disability" or " Totally and Permanently Disabled" shall mean a physical or mental condition arising after the Effective Date that prevents the Member from engaging in any gainful occupation in which the Member might reasonably be expected to engage, with due regard for the Member' s education, training, experience, and prior economic status. The determination shall be made on medical evidence by a licensed physician assigned by the Committee. Total and Permanent Disability shall exclude disabilities arising from: (a) intentionally self-inflicted injury or intentionally self-induced sickness, (b) a proven unlawful act or enterprise on the part of the Member, or (c) military service where the Member is eligible to receive a government military disability pension. In all cases, the Committee shall make the final determination whether a Member is Totally and Permanently Disabled for purposes of this Plan.

.18 " Prior Service" shall mean the actual years and fractions thereof (rounded up to the nearest year) for which the Member is employed by the Company prior to becoming a Member.

.19 " Future Service" shall mean the number of years (rounded up to the nearest year) an Employee is a Member, beginning with the date on which an Employee becomes a Member and ending no later than the Member' s Normal Retirement Age.

.20 " Post-retirement Death Benefit" shall mean that benefit payable to a Member' s Beneficiary if the Member dies prior to separation from service with the Company but after Normal Retirement Age, or if the Member dies after Normal Retirement and the Member has not received any or all of the Retirement Benefit payments provided for under this Plan.

.21 " Voluntary Termination" shall mean severance from employment with the Company before attaining the Normal Retirement Age for reasons other than cause, as defined in Section 9.3.


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III ELIGIBILITY AND MEMBERSHIP

.1 To be eligible for membership in the Plan, an Employee must be recommended by the Chairman of the Board and the Chief Executive Officer, and approved by the Committee. The Committee, in its sole discretion, shall determine eligibility for membership in accordance with the purposes of the Plan.

.2 An Employee, after having been approved for membership by the Committee, shall, as a condition to membership, complete and return to the Committee a duly-executed Plan Participation Agreement.

IV PRE-RETIREMENT DEATH BENEFIT .1 Except as provided in Article VII, in the event a Member dies before Normal Retirement while employed by the Company, the Company will pay or cause to be paid a Pre-retirement Death Benefit to such Member' s Beneficiary, commencing within 60 days following the date of the death of the Member.

.2 If a Member is receiving a Disability Benefit at the date of death, the Member' s Disability Benefit shall cease, the Member shall be considered employed by the Company at death for purposes of Section 4.1, and the Beneficiary shall receive the Pre-retirement Death Benefit based on the Member' s Basic Compensation immediately preceding the date of disability. This monthly benefit shall continue until a total of 180 payments (including both Disability Benefits and Pre-retirement Death Benefits) have been made.

.3 Notwithstanding the foregoing, if a Member dies as a result of suicide during the first two years of the Member' s membership in the Plan, the Member and the Beneficiary will forfeit all interest in the Plan.

.4 Any payments of the Pre-retirement Death Benefit shall be made in the form and manner such payments would have been paid to the Member had the Member survived.

.5 Notwithstanding the foregoing, a Pre-retirement Death Benefit payable to a Member' s Beneficiary under this Article shall be subject to the cashout provisions of Article XIX.

V VOLUNTARY TERMINATION BENEFIT

.1 Subject to the forfeitability rules of Article IX and Section 2.13, for a Member whose benefits first become nonforfeitable under Section 2.13 prior to December 1, 1994, and who does not participate in any plan that is a successor to this Plan, if the Member separates from service before Normal Retirement Age, the Company will pay or cause to be paid to the Member the Member' s Normal Retirement Benefit, commencing within 60 days after the Member' s attainment of age 60.

.2 Subject to the forfeitability rules of Article IX and Section 2.13, for a Member whose benefits first become nonforfeitable under Section 2.13 after November 30, 1994 or a Member who participates in any plan that is a successor to this Plan, if the Member separates from service before age 65, the Company will pay or cause to be paid to the Member the Member' s Normal Retirement Benefit, commencing within 60 days after the Member' s attainment of age 65. .3 Notwithstanding Sections 5.1 and 5.2, benefits accrued under the Plan for a Member who separates from service and is entitled to benefit payments under this Article shall be subject to the cashout provisions of Article XIX.


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VI NORMAL RETIREMENT BENEFIT

.1 Subject to the forfeitability rules of Article IX and Section 2.13, the Company will pay or cause to be paid to the Member a Normal Retirement Benefit, commencing within 60 days after the date of the Member' s separation from service at or after Normal Retirement Age. This benefit will not be increased as a result of continued employment beyond Normal Retirement Age.

.2 Notwithstanding Section 6.1, a Normal Retirement Benefit payable under this Article to a Member who is not presently in the employ of the Company shall be subject to the cashout provisions of Article XIX. VII POST-RETIREMENT DEATH BENEFIT

.1 If a Member shall die after the commencement of Normal Retirement Benefit payments but before 180 payments have been made, the Normal Retirement Benefit payments then remaining unpaid to a Member shall continue to be paid to the Member' s Beneficiary as a Post-retirement Death Benefit in the form and manner such payments would have continued to be paid to the Member.

.2 If a Member shall die prior to separation from service with the Company but after attaining Normal Retirement Age, 180 Retirement Benefit payments shal ...