COMPUTER SCIENCES CORP, DEF 14A, 1995-06-19

COMPUTER SCIENCES CORP
DEF 14A, 1995-06-19
COMPUTER INTEGRATED SYSTEMS DESIGN

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<PAGE> 1

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>

COMPUTER SCIENCES CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

COMPUTER SCIENCES CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

----------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

----------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

----------------------------------------------------------------------

(5) Total fee paid:

----------------------------------------------------------------------

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

----------------------------------------------------------------------

(3) Filing Party:

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(4) Date Filed:

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<PAGE> 2

COMPUTER SCIENCES CORPORATION

[LOGO] NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
ON AUGUST 14, 1995

The Annual Meeting of Stockholders of Computer
Sciences Corporation will be held at the Sheraton Gateway
Hotel, Los Angeles Airport, 6101 West Century Boulevard,
Los Angeles, California 90045, at 2 o'clock p.m., Pacific
Daylight Savings Time, on August 14, 1995, for the
following purposes:

1. To elect a board of nine directors to serve for
the ensuing year and until their successors are elected and
qualified;

2. To vote upon the approval of the proposed 1995
Stock Incentive Plan; and

3. To transact such other business as may properly
come before the meeting.

Only stockholders of record at the close of business
on June 16, 1995, will be entitled to notice and to vote at
the meeting or any adjournment thereof.

STOCKHOLDERS WHO ARE NOT ABLE TO ATTEND THE MEETING
PERSONALLY ARE URGED BY MANAGEMENT TO FILL IN, SIGN AND
RETURN PROMPTLY TO THE COMPANY THE ENCLOSED PROXY.

By Order of the Board of Directors

/s/ Hayward D. Fisk
Hayward D. Fisk
Vice President, General Counsel and Secretary

El Segundo, California
July 5, 1995
<PAGE> 3

COMPUTER SCIENCES CORPORATION
2100 East Grand Avenue
El Segundo, California 90245
(310) 615-0311

------------------------
PROXY STATEMENT

------------------------

The Annual Meeting of Stockholders of Computer Sciences Corporation ("CSC"
or the "Company") will be held on August 14, 1995 for the following purposes:

1. To elect a board of nine directors to serve for the ensuing year
and until their successors are elected and qualified;

2. To vote upon the approval of the proposed 1995 Stock Incentive
Plan; and

3. To transact such other business as may properly come before the
meeting.

The approximate date of mailing the proxy material is July 5, 1995.

VOTING AND PROXY SOLICITATION

This Statement is furnished to stockholders of Computer Sciences
Corporation in connection with the solicitation of proxies for use at the Annual
Meeting of Stockholders to be held at the Sheraton Gateway Hotel, Los Angeles
Airport, 6101 West Century Boulevard, Los Angeles, California 90045, at 2
o'clock p.m., Pacific Daylight Savings Time, on August 14, 1995. This
solicitation is made by the Board of Directors of Computer Sciences Corporation
and the cost of solicitation will be borne by the Company.

Solicitation other than by mail may be made personally, by telephone or by
facsimile, by regularly employed officers and employees of the Company who will
not be additionally compensated therefor. The Company will request persons
holding stock in their names for others, such as trustees, brokers and nominees,
to forward proxy material to their principals and request authority for the
execution of the proxy and will reimburse such persons for their expenses in so
doing. In addition, the Company has engaged the services of Morrow & Co., Inc.
with respect to proxy soliciting matters at an expected cost to the Company of
approximately $6,000, not including incidental expenses.

The Annual Report of the Company for the fiscal year ended March 31, 1995,
has been enclosed and mailed to stockholders under the same cover as this Proxy
Statement.
<PAGE> 4

You are requested to sign, date and return the enclosed proxy card to
ensure that your shares will be voted. A proxy may be revoked at any time prior
to the voting thereof by notice in writing of such revocation duly executed by
the stockholder and delivered to the Secretary of the Company prior to the time
the proxy is exercised, or by duly executing and delivering to the Secretary a
proxy bearing a later date.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Only stockholders of record at the close of business on June 16, 1995, will
be entitled to notice and to vote at the meeting and any adjournment thereof.
The issued and outstanding shares of the Company at that date consisted of
55,410,148 shares of Common Stock. The holders of a majority of the outstanding
shares will constitute a quorum at the meeting. The affirmative vote of a
majority of the shares present in person or represented by proxy at the meeting
is required for the approval of proposals presented to stockholders. Abstentions
and broker non-votes are counted for purposes of determining the presence or
absence of a quorum, but are not counted for purposes of determining whether a
proposal has been approved.

Holders of Common Stock are entitled to one vote for each share, except
that stockholders and any proxy holders for such stockholders are entitled to
exercise the right to cumulative voting for the election of directors. In order
to exercise the right of cumulative voting, one or more of the stockholders
requesting cumulative voting must give notice before the vote to the President
or Secretary of the Company that the stockholder desires that the voting for the
election of directors be cumulative.

Under cumulative voting, each stockholder may give one nominee the number
of votes equal to the number of directors to be elected multiplied by the number
of shares held by the voting stockholder, or the individual stockholder can
distribute his or her votes among as many nominees as such stockholder deems
appropriate. The nominees (up to the number to be elected) receiving the highest
number of votes will be declared elected. If the right to cumulative voting is
exercised, the proxy holders named in the accompanying proxy shall have the
discretion to cumulate votes in any manner, and to vote for less than all of the
nominees indicated on any such duly executed proxy, in order to elect the
maximum number of the nominees set forth in Item 1 below.

As of May 31, 1995, The TCW Group, Inc. (formerly known as TCW Management
Company), Fidelity Management & Research Co. and Provident Investment Counsel
were the only stockholders known by management to hold beneficially 5% or more
of the

2
<PAGE> 5

outstanding shares of the Company. Holdings of these companies and all corporate
officers and directors of the Company as a group are as follows:

<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT
TITLE OF CLASS OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
- -------------- ------------------------------------- ------------------- ---------
<S> <C> <C> <C>
$1.00 par The TCW Group, Inc. 3,862,047(1) 6.9%(1)
value
Common Stock 865 South Figueroa Street
Los Angeles, California 90017
$1.00 par Fidelity Management & Research Co. 3,427,123 6.1
value
Common Stock 82 Devonshire Street
Boston, Massachusetts 02109
$1.00 par Provident Investment Counsel 2,912,446 5.2
value
Common Stock 300 North Lake Avenue
Pasadena, California 91101-4022
$1.00 par All corporate officers and directors 1,367,894(2) 2.4(2)
value of the
Common Stock Company as a group (19 persons)
</TABLE>

- ---------------

(1) Represents shares held by subsidiaries of The TCW Group, Inc. as general
partner of limited partnerships, trustee of trusts and/or investment manager
of separate third party accounts which hold shares of the Company's common
stock. The TCW Group, Inc. and its subsidiaries disclaim beneficial
ownership of such shares.

(2) Includes, as to all corporate officers and directors as a group, shares
subject to options held by them and outstanding on May 31, 1995, which could
be exercised on or prior to July 30, 1995. The shares subject to these
options have been deemed to be outstanding in computing the Percent of
Class.

ITEM 1.
ELECTION OF DIRECTORS

At the meeting nine directors are to be elected, each director to hold
office for the ensuing year and until his successor is elected and qualified. It
is intended that the accompanying proxy, if furnished, will be voted for the
election to the Board of Directors of the nine nominees named below. Management
of the Company does not contemplate that any of the nine nominees will be unable
to serve as a director, but if any nominee is unable to serve, the proxy holders
reserve the right to substitute for such nominee and vote for another of their
choice in his stead or, upon resolution of the Board of Directors, provide for a
lesser number of directors.

The following information with respect to each person nominated for
election as a director has been furnished to the Company as of May 31, 1995, by
the nominees:

3
<PAGE> 6

<TABLE>
<CAPTION>
NUMBER OF
SHARES
DIRECTOR BENEFICIALLY
NOMINEE PRINCIPAL OCCUPATION SINCE OWNED
- ------------------------- --------------------------------------------------- -------- ------------
<S> <C> <C> <C>
Irving W. Bailey, II Chairman and Chief Executive Officer of Providian 1992 1,700
Corporation (formerly Capital Holding Corporation).
Prior thereto, President and Chief Operating
Officer and Executive Vice President and Chief
Investment Officer of Capital Holding Corporation.
Director of Providian Corporation and its
affiliated companies and BellSouth
Telecommunications, Inc. Age 54.
Van B. Honeycutt President, Chief Executive Officer and Director of 1993 121,794(2)(3)
CSC. Prior thereto, President, Chief Operating
Officer and Director of CSC and President of its
Industry Services Group. Age 50.
William R. Hoover Chairman of the Board and former Chief Executive 1967 575,213
Officer of CSC. Director of Merrill Lynch & Co.,
Inc. and Storage Technology Corp. Age 65.
Richard C. Lawton Retired President and Director of Transmix 1986 1,500(4)
Corporation. Retired director of CalFed Inc.;
California Federal Bank; and Beneficial Standard
Life Insurance Company. Age 69.
Leon J. Level Vice President, Chief Financial Officer and 1989 70,629(2)(3)
Director of CSC. Age 54.
F. Warren McFarlan Ross Graham Walker Professor of Business 1989 2,400
Administration and Senior Associate Dean, Harvard
University Graduate School of Business
Administration. Director of Providian Corporation
and Pioneer Hi-Bred. Age 57.
James R. Mellor Chairman and Chief Executive Officer of General 1992 600
Dynamics Corporation. Director of Bergen-Brunswig
Corporation and Kerr Group. Age 65.
Alvin E. Nashman Retired Vice President of CSC and President of its 1967 159,900
Systems Group. Director of Miltope Group, Inc.;
Nonvoting Advisory Director of NYMA, Inc.; and
Director of Halifax Corporation. Age 68.
</TABLE>

- ---------------

The principal occupations described above represent the business experience of
each nominee for the past five years.

(1) Shares held in a trust under which Mr. Allen and his wife are trustees and
beneficiaries.

(2) Includes 88,200 and 59,400 shares which may be acquired on or before July
30, 1995, through the exercise of options held as of May 31, 1995, by
Messrs. Honeycutt and Level, respectively.

(3) Includes 2,844 shares and 891 shares, respectively, held for the accounts of
Messrs. Honeycutt and Level under the Company's Matched Asset Plan with
respect to which each had the right, as of May 31, 1995, to give voting
instructions to the Committee administering the Plan.

(4) Shares owned jointly with Mr. Lawton's wife.

Each director who is not a corporate officer receives $25,000 per year,
plus $500 per day for each day of attendance, in person or telephonically, at a
regularly scheduled Board meeting, and for each day of attendance in person at a
special Board meeting. Each director who is not a corporate officer and is a
member of the Audit or Compensation Committees receives an additional $4,000 or
$2,000 per year, respectively. Dr. Nashman received consulting fees for special
contract services aggregating $73,778 during the fiscal year ended March 31,
1995. Mr. Hoover has been retained as a consultant for a period of two years,
commencing April 1, 1995. For his services, Mr. Hoover will receive $500,000 per
year and the use of an automobile provided by the Company.

4
<PAGE> 7

Article III, Section 15 of the Bylaws provides that a director of the
Company shall automatically retire at the close of the meeting of the Board of
Directors held during the first month in which he or she shall be age 72 or
older, or if no meeting is held during such month, the director shall
automatically retire as of the last day of such month.

The 1990 Nonemployee Director Retirement Plan provides specified benefits
for directors who retire from the Board of Directors with at least five years of
service, and who are not, and have never been, employees of the Company.
Pursuant to the Plan, each such director will receive an annual benefit equal to
the sum of (1) the annual retainer for nonemployee directors in effect as of the
date of the director's retirement, plus (2) the daily Board meeting fee in
effect as of such date multiplied by the number of regularly scheduled Board
meetings held during the year ending on such date. Such annual benefits commence
on the date that the director shall attain age 65, or such later date as the
director shall retire. With respect to directors that shall have served on the
Board of Directors for less than ten years, the benefits will be payable for the
number of years of service. If such a director dies prior to the payment in full
of the director's benefits, the remaining benefits will be paid to the
beneficiary designated by the director for such purpose. With respect to
directors that shall have served on the Board for at least ten years, the
benefits will be payable for ten years or until the director's death, if later.
If such a director dies prior to the payment of benefits for ten years, such
remaining benefits will be paid to the director's beneficiary.

No nominee for director currently owns beneficially 1% or more of the
outstanding shares of the Company except Mr. Hoover, who owns 1% of the
outstanding shares.

At the previous election of directors held at the Annual Meeting of
Stockholders on August 8, 1994, approximately 88.1% of the outstanding shares
eligible to vote were represented either in person or by proxy. More than 99% of
the shares present and voting at the 1994 Annual Meeting of Stockholders voted
for the director nominees.

MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

During the fiscal year ended March 31, 1995, the Board of Directors held
seven meetings. The incumbent directors, while serving during the last fiscal
year, attended, in the aggregate, 98% of the total number of meetings of the
Board of Directors and the total number of meetings held by all committees of
the Board on which they served.

Among the standing committees of the Board of Directors of the Company are
the Executive Committee, Audit Committee and Compensation Committee. The Board
of Directors does not have a Nominating Committee.

Messrs. Honeycutt, Hoover and Level have served as members of the Executive
Committee which, within the limits of authority delegated by the full Board of
Directors of the Company pursuant to standing and specific resolutions of the
Board, acts on behalf of the Board. During the past fiscal year the Executive
Committee held 27 meetings.

5
<PAGE> 8

Messrs. Lawton, McFarlan and Mellor have served as the members of the Audit
Committee which during the last fiscal year held three meetings. The principal
duties and responsibilities of the Audit Committee are to recommend to the Board
the accounting firm to be engaged as the Company's independent auditors and the
terms of their engagement and to meet with the Company's independent and
internal auditors to review the scope of their audits and their audit findings.

Messrs. Allen, Bailey and McFarlan have served as the members of the
Compensation Committee whose principal function is to determine the salary and
bonus for all corporate officers at the level of vice president or higher, and
to administer the Company's stock incentive plans. None of the members of the
Compensation Committee is, or has ever been, an employee of the Company or any
of its subsidiaries. During the last fiscal year the Compensation Committee held
three meetings.

EXECUTIVE COMPENSATION

REPORT OF COMPENSATION COMMITTEE ON ANNUAL COMPENSATION OF EXECUTIVE OFFICERS

The Company's executive compensation program is designed to provide
competitive levels of annual cash compensation, as well as long-term incentives
based on the Company's performance, and includes a base salary, annual incentive
awards, and long-term incentives based on stock option awards and restricted
stock grants. In addition, the Company has adopted employee benefit plans
including retirement plans, health plans, insurance plans, and others in which
the officers are eligible participants.

Base compensation is established based on competitive evaluations for each
position, individual responsibility and contribution. The annual incentive award
is determined based on the Company's performance compared to prior years and
established annual goals. Performance factors include margin performance,
revenue growth, net income growth and cash flow, as well as specific individual
achievements. Stock options and restricted stock grants are awarded based on the
individual's position and long-term contribution.

The Committee believes that the Company's executive compensation program
allows the Company to attract and retain outstanding executives in the
information technology field and is well structured to align management's and
stockholders' interest in the enhancement of stockholder value through stock
ownership programs and incentive programs based on performance and stock value.

Relationship of Company Performance to Executive Compensation

Fiscal year 1995 compensation was determined on an individual basis in
accordance with the above policies and programs. The Company's performance
substantially met or exceeded its financial goals. Revenue growth of 30.6% net
income growth of 21.8% (excluding a gain of $4,900,000 resulting from the
adoption of SFAS 109 in fiscal year 1994) and free cash flow of approximately
$27,000,000 were considered strong results.

6
<PAGE> 9

Compensation paid to the Company's five named executive officers for fiscal
year 1995, as reflected in the Summary Compensation Table on page 8, consisted
primarily of base salary, performance bonuses and stock option grants.

The measures of performance that are utilized under the Company's
compensation plans for executive officers vary. Primarily, they include target
versus actual consolidated financial results, growth over prior years and
subjective considerations of individual performance.

The Company's executive compensation program takes into account any
potential limitations on the deductibility of compensation in excess of
$1,000,000 per year imposed by Internal Revenue Code Section 162(m), but does
not require that all compensation qualify for exemption from such limitation.
The Company will deduct all compensation paid to executive officers for fiscal
year 1995.

Fiscal Year 1995 Stock Option Grants

In fiscal year 1995, grants of stock options were made to various executive
officers, including Mr. Honeycutt, shown in the Options Granted in Last Fiscal
Year table on page 9.

Chief Executive Officer Compensation

As reflected in the Summary Compensation Table on page 8, Mr. Hoover's base
salary was increased during fiscal year 1995 by $96,058 (14.4%). In determining
Mr. Hoover's base salary for fiscal year 1995, the Committee considered the
Company's financial performance for the prior year, Mr. Hoover's individual
performance, and his long-term contributions to the success of the Company. The
Committee also compared Mr. Hoover's base salary to the base salaries of chief
executive officers at peer companies.

For fiscal year 1995, Mr. Hoover's annual bonus payment represented 78.7%
of his base salary, as reflected in the Summary Compensation Table on page 8.
Under the Company's executive compensation program, Mr. Hoover was paid $600,000
in connection with fiscal year 1995 performance, reflecting the fact that the
Company's performance substantially met or exceeded its financial goals.

Mr. Hoover resigned as Chief Executive Officer of the Company effective
March 30, 1995. On that date he had options to purchase an aggregate of 102,000
shares of the Company's Common Stock, as reflected in the Fiscal Year End Option
Values table on page 10. Mr. Hoover subsequently exercised all of his options
and currently owns 575,213 shares of the Company's Common Stock.

Conclusion

The Committee believes this executive compensation program serves the
interests of stockholders and the Company effectively. The various pay vehicles
offered are appropri-

7
<PAGE> 10

ately balanced to motivate executives to contribute to the Company's overall
future successes, thereby enhancing the value of the Company for the
stockholders.

We will continue to address the effectiveness of the Company's total
compensation program to meet the needs of the Company and serve the interests of
its stockholders.

Howard P. Allen
Irving W. Bailey, II
F. Warren McFarlan

EXECUTIVE COMPENSATION SUMMARIES

The following table sets forth information concerning the compensation of
the Chief Executive Officer and the four other most highly compensated executive
officers of the Company (collectively, the "Named Executive Officers") for
services rendered to the Company in all capacities during the fiscal years ended
March 31, 1995, April 1, 1994 and April 2, 1993.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM COMPENSATION
----------------------
ANNUAL COMPENSATION RESTRICTED
-------------------- STOCK ALL OTHER
NAME AND PRINCIPAL SALARY(2) BONUS(3) AWARDS(4) OPTIONS(5) COMPENSATION(6)
POSITION(1) YEAR ($) ($) ($) (#) ($)
- ------------------------------------- ----- --------- -------- --------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
William R. Hoover.................... 1995 762,404 600,000 179,365
Chairman & 1994 666,346 575,000
Chief Executive Officer 1993 580,962 440,000 30,000
Van B. Honeycutt..................... 1995 490,385 (7) 113,605(7) 2,637
President & 1994 383,654 300,000 90,000
Chief Operating Officer 1993 286,538 210,000 338,750 45,000
James A. Champy...................... 1995 401,965 203,000 2,785
Corporate Vice President & 1994 332,801 241,041 84,000
Chairman -- Consulting Group 1993 n/a n/a
Leon J. Level........................ 1995 321,269 162,000 2,272
Corporate Vice President & 1994 302,116 152,500 30,000
Chief Financial Officer 1993 273,269 145,000 15,000
Milton E. Cooper..................... 1995 276,750 195,000 2,249
Corporate Vice President & 1994 263,558 175,000
President -- Systems Group 1993 246,539 150,000 338,750 30,000
</TABLE>

- ---------------
(1) Mr. Hoover retired as Chief Executive Officer of the Company effective March
30, 1995, and Mr. Honeycutt was appointed Chief Executive Officer of the
Company effective April 1, 1995. Mr. Champy was appointed an executive
officer of the Company effective August 18, 1993. Although Mr. Champy served
as an executive officer for only a portion of the 1994 fiscal year, the
amounts shown reflect his compensation for the entire 1994 fiscal year.

(2) The amounts shown reflect all salary earned during the covered fiscal year,
whether or not payment was deferred until a subsequent fiscal year.

(3) The amounts shown reflect all cash bonuses earned during the covered fiscal
year, which bonuses are determined and paid in the following fiscal year
pursuant to the Company's annual incentive plan.

8
<PAGE> 11

(4) In fiscal year 1993, Mr. Honeycutt and Mr. Cooper were each awarded 15,000
shares of restricted stock. The amounts shown reflect the market value of
such stock on the date of award, net of any consideration paid therefor by
Mr. Honeycutt or Mr. Cooper. Any dividends paid with respect to such
restricted stock will be paid to the holders thereof. As of March 31, 1995,
Messrs. Hoover, Champy and Level had no restricted stock, and Messrs.
Honeycutt and Cooper had 15,000 shares and 24,000 shares, respectively, of
restricted stock, which shares had a market value of $735,625 and $1,177,000
on that date.

(5) The amounts shown reflect the aggregate number of shares underlying stock
options granted during the covered fiscal year.

(6) The amounts shown reflect contributions of shares of Common Stock by the
Company to the Matched Asset Plan, a defined contribution plan. Such
contributions are valued at the aggregate market value of the shares on the
dates of contribution. The amount shown for Mr. Hoover in fiscal year 1995
includes $177,129 of accrued but unused vacation, which was paid to him upon
his retirement on March 30, 1995.

(7) The amount shown in the Options column for Mr. Honeycutt in fiscal year 1995
includes 13,605 shares underlying a stock option which was granted in fiscal
year 1996, but which was granted in lieu of a cash bonus earned during
fiscal year 1995. This stock option, which has an exercise price of $12.25
per share (25% of the market value per share on the date of grant), will
become exercisable to purchase one-third of the underlying shares on each of
the first three anniversaries of the date of grant of the option.

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth information concerning stock options granted
to the Named Executive Officers during the fiscal year ended March 31, 1995. No
stock appreciation rights were granted in such fiscal year.

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------
PERCENT POTENTIAL REALIZABLE
OF TOTAL
OPTIONS VALUE AT ASSUMED
GRANTED ANNUAL RATES OF STOCK
TO EXERCISE PRICE APPRECIATION FOR
OPTIONS EMPLOYEES OR BASE OPTION TERM(2)
GRANTED(1) IN FISCAL PRICE EXPIRATION ----------------------
NAME (#) YEAR ($)/SH. DATE 5%($) 10%($)
- ----------------------------------- ---------- --------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
William R. Hoover.................. none
Van B. Honeycutt................... 100,000 8.79% 45.38 11/1/04 2,853,609 7,231,606
James A. Champy.................... none
Leon J. Level...................... none
Milton E. Cooper................... none
</TABLE>

- ---------------
(1) On November 1, 1994, the Company granted a nonqualified stock option to Mr.
Honeycutt. The option will become exercisable to purchase 10% of the
underlying shares on the first anniversary of the date of grant, and an
additional 15% of the underlying shares on each of the following six
anniversaries of the date of grant. The option will become fully exercisable
in the event of a change of control of the Company. The exercise price of
the option is equal to the market value of the underlying shares on the date
of grant of the option. The exercise price of the option and the optionee's
tax withholding obligation with respect to such exercise may, at the
optionee's election, be paid with cash and/or by the delivery of previously
owned shares of Common Stock.

(2) Amounts shown reflect the potential realizable value of each grant of stock
options, assuming that the market price of the underlying shares appreciates
in value from the date of grant to the expiration date at an annualized rate
of 5% or 10%. These potential values are reported in order to comply with
Securities and Exchange Commission requirements, and the Company cannot
predict whether these values will be achieved.

9
<PAGE> 12

FISCAL YEAR END OPTION VALUES

The following table sets forth information concerning the value of
unexercised in-the-money stock options held by the Named Executive Officers on
March 31, 1995. No stock options or stock appreciation rights were exercised by
the Named Executive Officers during the fiscal year ended March 31, 1995, and no
stock appreciation rights were held by them at the end of such fiscal year.

<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR END AT FISCAL YEAR END(1)
--------------------------- -------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
NAME (#) (#) (#) (#)
- ------------------------------------------------ ----------- ------------- --------- -------------
<S> <C> <C> <C> <C>
William R. Hoover............................... 102,000 none 3,010,750 n/a
Van B. Honeycutt................................ 58,200 205,000 1,606,325 3,003,375
James A. Champy................................. 28,200 73,800 806,675 1,743,300
Leon J. Level................................... 50,400 33,000 1,674,450 848,125
Milton E. Cooper................................ 83,400 39,600 3,168,300 1,138,950
</TABLE>

- ---------------

(1) The amounts shown reflect the spread between the exercise price and the
market value of the underlying shares of Common Stock on March 31, 1995
(based on the $49.38 closing price of the Common Stock on that date reported
on the Composite Tape for New York Stock Exchange listed companies).

PENSION PLANS

The table below shows the estimated accrued annual amount at age 65 that
would be received on a single life annuity basis from the Company's Pension Plan
(the "Pension Plan") and Supplemental Executive Retirement Plan (the "SERP") at
specified base salaries and years of service. Messrs. Honeycutt, Level and
Cooper are covered by both Plans.

The Pension Plan is a contributory, career average defined benefit plan and
benefits are determined based on the participant's average base salary during
all years of participation. There is no deduction for Social Security or other
offset amounts and base salary does not include any bonus, overtime or shift
differential compensation. The remuneration covered by the Pension Plan during
the fiscal year ended March 31, 1995 for Messrs. Honeycutt, Level and Cooper was
$490,385, $321,269, and $276,750, respectively, but is limited to $150,000 for
1995 in accordance with the Internal Revenue Code of 1986, as amended by the
Omnibus Budget Reconciliation Act of 1993. The shortfall in benefits due to
legal limits (maximum benefits and the use of the legally limited salary) is
restored pursuant to the excess benefit provisions of the SERP. Messrs.
Honeycutt, Level and Cooper will have credited years of service in the Pension
Plan at age 65 of 24 years, 16 years, and 19 years, respectively. Covered salary
under the Pension Plan is significantly lower than final average compensation as
used in the SERP because of the Pension Plan's career average provision.

10
<PAGE> 13

The SERP also provides additional annual benefits for certain designated
officers and key executives of the Company who satisfy its minimum service
requirements. The benefit is based on 50% of the average of the participant's
highest three (of the last five) annual base salaries, with a deduction of 100%
of the amount of primary Social Security benefits payable at the time of
determination. Upon the death of the participant, a spousal benefit of 50% of
the participant's benefit is generally payable for the spouse's lifetime.

In the event of a change-in-control of the Company followed by the
separation of any of the named Executive Officers from service to the Company
within 36 months thereafter, the effected Officer(s) becomes entitled to
accelerated vesting of benefit entitlements under the SERP.

<TABLE>
<CAPTION>
YEARS OF SERVICE
AVERAGE ANNUAL -------------------------------------------------------------------
BASE COMPENSATION* 5 10 15 20 25 30
----------------------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
$100,000.......... 25,573 48,821 61,348 66,514 70,562 73,733
200,000.......... 57,146 109,643 137,096 147,428 155,524 161,867
300,000.......... 88,719 170,464 212,844 228,342 240,485 250,000
400,000.......... 120,293 231,286 288,592 309,256 325,447 338,133
500,000.......... 151,866 292,107 364,340 390,170 410,409 426,266
600,000.......... 183,439 352,928 440,088 471,084 495,371 514,400
700,000.......... 215,012 413,750 515,836 551,998 580,333 602,533
</TABLE>

- ---------------

* The SERP benefit is based on final three-year average compensation, which is
shown in this column. The Pension Plan benefit is based on career average
compensation which is substantially less than the amount shown above.

Mr. Champy is covered by the additional benefit provisions of the SERP as
described above. The covered remuneration during the fiscal year ended March 31,
1995 for Mr. Champy was $401,965. His estimated annual accrued benefit from age
62 on a single life annuity basis, assuming no increase in base salary, is
$189,043.

Mr. Hoover participated in both the Pension Plan and the SERP until his
retirement on March 30, 1995, and receives an annual benefit of $404,191
pursuant thereto.

11
<PAGE> 14

The following graph demonstrates the performance of the cumulative total
return to the holders of the Company's Common Stock during the previous five
fiscal years in comparison to the cumulative total return on the Standard &
Poor's 500 Stock Index and the Standard & Poor's Computer Software & Services
Index.

COMPARISON OF CUMULATIVE TOTAL RETURN

INDEXED RETURN (1990 = 100)*

<TABLE>
<CAPTION>
RETURN 1991 RETURN 1992 RETURN 1993 RETURN 1994 RETURN 1995 CAGR
----------- ----------- ----------- ----------- ----------- -----
<S> <C> <C> <C> <C> <C> <C>
CSC Common Stock................. 46.15% 3.19% 15.66% 37.95% 35.27% 26.63%
S&P 500 Index.................... 14.41 11.04 15.23 1.47 15.57 11.42
S&P Computer Software &
Services....................... -8.77 29.46 32.12 12.20 34.89 18.75
</TABLE>

- ---------------

*Assumes $100 invested on April 1, 1990 in Computer Sciences Corporation Common
Stock, S&P 500 Index and the S&P Computer Software & Services Index. Indexed
amounts and return percentages assume a March 31 fiscal year end.

COMPLIANCE WITH SECTION 16(A) OF
THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file with the SEC and
the New York Stock Exchange initial reports of ownership and reports of changes
in ownership of Common Stock and other equity securities of the Company.
Executive officers, directors and greater

12
<PAGE> 15

than ten percent stockholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file.

To the Company's knowledge, based solely on review of information furnished
to the Company, reports filed through the Company and representations that no
other reports were required, during the fiscal year ended March 31, 1995, all
Section 16(a) filing requirements applicable to its executive officers,
directors and greater than ten percent beneficial owners were complied with
except for one Form 4 filed late inadvertently on behalf of Milton E. Cooper to
report the effect upon certain of his shares of the 200% stock dividend paid to
stockholders of record as of December 22, 1993.

ITEM 2.
PROPOSED 1995 STOCK INCENTIVE PLAN OF THE COMPANY

As of May 31, 1995, an aggregate of 847,787 shares of Common Stock remained
available under the Company's six stock incentive plans for issuance to
employees pursuant to sales of restricted stock or grants of stock options,
stock appreciation rights or other stock-based incentives. The Board of
Directors believes that such number of shares is insufficient to allow the
Company to continue to make substantial use of stock-based incentives to
attract, retain and motivate qualified employees. In order to increase the
aggregate number of shares available for issuance to employees pursuant to
stock-based incentives, the Board adopted the 1995 Stock Incentive Plan (the
"1995 Plan") on June 12, 1995 and is submitting it to the stockholders for their
approval at the Annual Meeting.

The following description of the 1995 Plan is qualified in its entirety by
reference to the full text of the Plan, a copy of which is attached as Appendix
A to this Proxy Statement.

GENERAL

Each employee of the Company or any of its subsidiaries is eligible to be
considered for the grant of awards under the 1995 Plan. The maximum number of
shares of Common Stock that may be issued pursuant to awards granted under the
1995 Plan is 2,500,000, subject to certain adjustments to prevent dilution.

The 1995 Plan will be administered by a committee of two or more
nonemployee directors appointed by the Board of Directors (the "Committee").
Subject to the provisions of the 1995 Plan, the Committee will have full and
final authority to select the employees to whom awards will be granted
thereunder, to grant the awards and to determine the terms and conditions of the
awards and the number of shares to be issued pursuant thereto.

AWARDS

The 1995 Plan authorizes the Committee to enter into any type of
arrangement with an eligible employee that, by its terms, involves or might
involve the issuance of (1) shares of Common Stock, (2) an option, warrant,
convertible security, stock appreciation right or

13
<PAGE> 16

similar right with an exercise or conversion privilege at a price related to the
Common Stock, or (3) any other security or benefit with a value derived from the
value of the Common Stock. The maximum number of shares of Common Stock with
respect to which options or rights may be granted under the 1995 Plan to any
employee during any fiscal year is 200,000, subject to certain adjustments to
prevent dilution.

Awards under the 1995 Plan are not restricted to any specified form or
structure and may include arrangements such as sales, bonuses and other
transfers of stock, restricted stock, stock options, reload stock options, stock
purchase warrants, other rights to acquire stock, securities convertible into or
redeemable for stock, stock appreciation rights, limited stock appreciation
rights, phantom stock, dividend equivalents, performance units or performance
shares. An award may consist of one such arrangement or two or more such
arrangements in tandem or in the alternative. An award may provide for the
issuance of Common Stock for any lawful consideration, including services
rendered.

An award granted under the 1995 Plan to an employee may include a provision
conditioning or accelerating the receipt of benefits, either automatically or in
the discretion of the Committee, upon the occurrence of specified events, such
as a change of control of the Company, an acquisition of a specified percentage
of the voting power of the Company or a dissolution, liquidation, merger,
reclassification, sale of substantially all of the property and assets of the
Company or other significant corporate transaction. Any stock option granted to
an employee may be a tax-benefited incentive stock option or a nonqualified
stock option that is not tax-benefited. See "Federal Income Tax Treatment"
below. The maximum number of shares of Common Stock that may be issued to
employees pursuant to tax-benefited incentive stock options granted under the
1995 Plan is 2,500,000, subject to certain adjustments to prevent dilution.

An award under the 1995 Plan may permit the recipient to pay all or part of
the purchase price of the shares or other property issuable pursuant to the
award, and/or to pay all or part of the recipient's tax withholding obligations
with respect to such issuance, by delivering previously owned shares of capital
stock of the Company or other property, or by reducing the amount of shares or
other property otherwise issuable pursuant to the award. If an option granted
under the 1995 Plan permitted the recipient to pay for the shares issuable
pursuant thereto with previously owned shares, the recipient would be able to
"pyramid" his or her previously owned shares, i.e., to exercise the option in
successive transactions, starting with a relatively small number of shares and,
by a series of exercises using shares acquired from each transaction to pay the
purchase price of the shares acquired in the following transaction, to exercise
the option for a larger number of shares with no more investment than the
original share or shares delivered.

PLAN DURATION

The 1995 Plan became effective upon its adoption by the Board of Directors
on June 12, 1995, but no shares of Common Stock may be issued or sold under the
1995 Plan

14
<PAGE> 17

until it has been approved by the Company's stockholders. No awards may be
granted under the 1995 Plan after June 12, 2005. Although any award that was
duly granted on or prior to such date may thereafter be exercised or settled in
accordance with its terms, no shares of Common stock may be issued pursuant to
any award after June 12, 2015.

AMENDMENTS

The Board of Directors may amend or terminate the 1995 Plan at any time and
in any manner, subject to the following:

(1) no recipient of any award may, without his or her consent, be
deprived thereof or of any of his or her rights thereunder or with respect
thereto as a result of such amendment or termination; and

(2) if any national securities exchange upon which any of the Company's
securities are listed requires that any such amendment be approved by the
Company's stockholders, then such amendment will not be effective until it
has been approved by the Company's stockholders.

EFFECT OF SECTION 16(B) OF THE SECURITIES EXCHANGE ACT OF 1934

The acquisition and disposition of Common Stock by officers, directors and
more than 10% stockholders of the Company ("Insiders") pursuant to awards
granted to them under the 1995 Plan may be subject to Section 16(b) of the
Securities Exchange Act of 1934. Pursuant to Section 16(b), a purchase of Common
Stock by an Insider within six months before or after a sale of Common Stock by
the Insider could result in recovery by the Company of all or a portion of any
amount by which the sale proceeds exceed the purchase price. Insiders are
required to file reports of changes in beneficial ownership under Section 16(a)
of the Securities Exchange Act of 1934 upon acquisitions and dispositions of
shares. Rule 16b-3 provides an exemption from Section 16(b) liability for
certain transactions pursuant to certain employee benefit plans. The 1995 Plan
is designed to comply with Rule 16b-3.

FEDERAL INCOME TAX TREATMENT

The following is a brief description of the federal income tax treatment
that will generally apply to awards granted under the 1995 Plan, based on
federal income tax laws in effect on the date hereof. The exact federal income
tax treatment of awards will depend on the specific nature of the award. An
award may be taxable as an option, as restricted or unrestricted stock, as a
cash payment, or otherwise.

Incentive Stock Options

Pursuant to the 1995 Plan, employees may be granted options that are
intended to qualify as incentive stock options under the provisions of Section
422 of the Internal

15
<PAGE> 18

Revenue Code. Except as described in the following two sentences, the optionee
generally is not taxed and the Company is not entitled to a deduction on the
grant or exercise of an incentive stock option, provided the option is exercised
while the optionee is an employee of the Company or within three months
following termination of employment (one year if termination is due to permanent
disability). The amount by which the fair market value of the shares acquired
upon exercise of the option exceeds the exercise price will be included as a
positive adjustment in the calculation of the optionee's "alternative minimum
taxable income" in the year of exercise. The "alternative minimum tax" imposed
on individual taxpayers is generally equal to the amount by which a specified
percentage of the individual's alternative minimum taxable income (reduced by
certain exemption amounts) exceeds his or her regular income tax liability for
the year.

If the optionee sells shares acquired upon exercise of an incentive stock
option at any time within one year after the date of exercise or two years after
the date of grant of the option, then:

(1) the optionee will recognize capital gain in an amount equal to the
excess, if any, of the sales price over the fair market value of the shares
on the date of exercise;

(2) the optionee will recognize ordinary income in an amount equal to
the excess, if any, of the lesser of the sales price or the fair market
value of the shares on the date of exercise over the exercise price of the
option;

(3) the optionee will recognize capital loss equal to the excess, if
any, of the exercise price over the sales price; and

(4) the Company will generally be entitled to a deduction in an amount
equal to the amount of ordinary income recognized by the optionee.

If the optionee sells shares acquired upon exercise of an incentive stock
option at any time after the first anniversary of the date of exercise and the
second anniversary of the date of grant of the option, then the optionee will
recognize capital gain or loss equal to the difference between the sales price
and the exercise price of the option, and the Company will not be entitled to
any deduction.

Nonqualified Stock Options

The grant of an option or other similar right to acquire Common Stock that
does not qualify for treatment as an incentive stock option is generally not a
taxable event for the optionee. Upon exercise of the option, the optionee will
generally recognize ordinary income in an amount equal to the excess of the fair
market value of the shares on the date of exercise over the exercise price, and
the Company will be entitled to a deduction equal to such amount. See, however,
"Special Rules for Awards Granted to Insiders." A subsequent sale of the shares
generally will give rise to capital gain or loss equal to the difference

16
<PAGE> 19

between the sales price and the sum of the exercise price paid with respect to
such shares plus the ordinary income recognized with respect to such shares.

Restricted Stock

Awards to employees under the 1995 Plan may include sales, bonuses or other
grants of shares that are subject to restrictions or vesting schedules. The
recipient will generally not be taxed until the restrictions on such shares
expire or are removed, at which time he or she will recognize ordinary income,
and the Company will be entitled to a deduction, in an amount equal to the
excess of the fair market value of the shares at that time over the purchase
price. If the recipient makes an election under Section 83(b) of the Internal
Revenue Code (a "Section 83(b) Election") within 30 days after receiving
restricted shares, he or she will recognize ordinary income, and the Company
will be entitled to a deduction, on the date of receipt of the restricted
shares, equal to the excess of the fair market value of the shares on that date
over the purchase price.

Special Rules for Awards Granted to Insiders

If an Insider exercises an option within six months of the date of grant,
or receives an award of restricted shares, the Insider will generally not
recognize ordinary income until the date of sale of the shares or, if earlier,
six months after the date of grant of the option or award of the restricted
shares. If the Insider makes a Section 83(b) Election within 30 days after the
date (the "Acquisition Date") of the exercise of the option or the award of the
restricted shares, he or she will recognize ordinary income on the Acquisition
Date equal to the excess of the fair market value of the shares on that date
over the exercise or purchase price. In addition, special rules apply to an
Insider who exercises an option having an exercise price greater than the fair
market value of the underlying shares on the date of exercise.

Miscellaneous Tax Issues

Awards may be granted under the 1995 Plan that do not fall clearly into the
categories described above. The federal income tax treatment of these awards
will depend upon their specific terms.

Generally, the Company will be required to make arrangements for
withholding applicable taxes with respect to ordinary income recognized by an
employee in connection with awards made under the 1995 Plan. Special rules will
apply in cases where the recipient of an award pays the exercise or purchase
price of the award or applicable withholding tax obligations by delivering
previously owned shares or by reducing the number of shares otherwise issuable
pursuant to the award. Such delivery of shares will in certain circumstances
result in the recognition of income with respect to such shares.

The terms of the agreements pursuant to which specific awards are made to
employees under the 1995 Plan may provide for accelerated vesting or payment of
an award in

17
<PAGE> 20

connection with a change in ownership or control of the Company. In that event
and depending upon the individual circumstances of the recipient, certain
amounts with respect to such awards may constitute "excess parachute payments"
under the "golden parachute" provisions of the Internal Revenue Code. Pursuant
to these provisions, a recipient will be subject to a 20% excise tax on any
"excess parachute payment" and the Company will be denied any deduction with
respect to such payment. In certain instances, the Company may be denied a
deduction for compensation attributable to awards granted to certain officers of
the Company to the extent such compensation exceeds $1,000,000 in a given year.

BOARD RECOMMENDATION

The Board of Directors believes that it is in the best interests of the
Company and its stockholders to adopt the 1995 Plan in order to enable the
Company and its subsidiaries to attract, retain and motivate their employees by
providing for or increasing the proprietary interests of such employees in the
Company. A majority of the votes cast at the Annual Meeting is necessary for the
approval of this proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR
THE APPROVAL OF THE 1995 STOCK INCENTIVE PLAN.

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

It has been the practice of the Company to engage Deloitte & Touche LLP for
annual audit services upon approval by either the Audit Committee or the Board
of Directors. Deloitte & Touche LLP has acted as the Company's independent
public accountant for more than 32 years and will act in that capacity during
the current fiscal year. It is anticipated that a representative of Deloitte &
Touche LLP will be present at the Annual Meeting of Stockholders to be held
August 14, 1995, will be afforded the opportunity to make a statement if desired
and will be available to respond to appropriate questions. The engagement of
Deloitte & Touche LLP for non-audit services is approved by the Vice President
and Chief Financial Officer of the Company.

DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS

Proposals of stockholders intended to be presented at the 1996 Annual
Meeting of Stockholders, scheduled for August 12, 1996, must be received by the
Secretary of Computer Sciences Corporation at 2100 East Grand Avenue, El
Segundo, California 90245 no later than March 7, 1996 to be included in the
Company's proxy statement and form of proxy relating to that meeting.

18
<PAGE> 21

OTHER MATTERS

The Management of the Company knows of no other business to be presented at
the meeting. If, however, other matters properly come before the meeting, it is
intended that the persons named in the accompanying proxy will vote thereon in
accordance with their best judgment.

By Order of the Board of Directors

/s/ Hayward D. Fisk
Hayward D. Fisk
Vice President, General Counsel and
Secretary

July 5, 1995

19
<PAGE> 22

APPENDIX A

COMPUTER SCIENCES CORPORATION
1995 STOCK INCENTIVE PLAN

SECTION 1: PURPOSE OF PLAN

The purpose of this 1995 Stock Incentive Plan ("Plan") of Computer Sciences
Corporation, a Nevada corporation (the "Company"), is to enable the Company and
its subsidiaries to attract, retain and motivate their employees by providing
for or increasing the proprietary interests of such employees in the Company.

SECTION 2: PERSONS ELIGIBLE UNDER PLAN

Any person, including any director of the Company, who is an employee of
the Company or any of its subsidiaries (an "Employee") shall be eligible to be
considered for the grant of Awards (as hereinafter defined) hereunder.

SECTION 3: AWARDS

(a) The Committee (as hereinafter defined), on behalf of the Company, is
authorized under this Plan to enter into any type of arrangement with an
Employee that is not inconsistent with the provisions of this Plan and that by
its terms, involves or might involve the issuance of (i) shares of common stock,
par value $1.00 per share, of the Company ("Common Shares"), or (ii) a
Derivative Security (as such term is defined in Rule 16a-1 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as such Rule
may be amended from time to time) with an exercise or conversion privilege at a
price related to the Common Shares or with a value derived from the value of the
Common Shares. The entering into of any such arrangement is referred to herein
as the "grant" of an "Award."

(b) Awards are not restricted to any specified form or structure and may
include, but are not limited to, sales, bonuses and other transfers of stock,
restricted stock, stock options, reload stock options, stock purchase warrants,
other rights to acquire stock, securities convertible into or redeemable for
stock, stock appreciation rights, limited stock appreciation rights, phantom
stock, dividend equivalents, performance units or performance shares, and an
Award may consist of one such security or benefit, or two or more of them in
tandem or in the alternative.

(c) Common Shares may be issued pursuant to an Award for any lawful
consideration as determined by the Committee, including, without limitation,
services rendered by the recipient of such Award.

A-1
<PAGE> 23

(d) Subject to the provisions of this Plan, the Committee, in its sole and
absolute discretion, shall determine all of the terms and conditions of each
Award granted hereunder, which terms and conditions may include, among other
things:

(i) any provision necessary for such Award to qualify as an incentive
stock option under Section 422 of the Internal Revenue Code (an "Incentive
Stock Option");

(ii) a provision permitting the recipient of such Award (including any
recipient who is a director or officer of the Company) to pay the purchase
price of the Common Shares or other property issuable pursuant to such
Award, and/or to pay such recipient's tax withholding obligation with
respect to such issuance, in whole or in part, by delivering previously
owned shares of capital stock of the Company (including "pyramiding") or
other property, and/or by reducing the amount of Common Shares or other
property otherwise issuable pursuant to such Award; or

(iii) a provision conditioning or accelerating the receipt of benefits
pursuant to such Award, either automatically or in the discretion of the
Committee, upon the occurrence of specified events, including, without
limitation, a change of control of the Company, an acquisition of a
specified percentage of the voting power of the Company, the dissolution or
liquidation of the Company, a sale of substantially all of the property and
assets of the Company or an event of the type described in Section 7
hereof.

(e) Notwithstanding any other provision of this Plan, the maximum number of
Common Shares with respect to which options or rights may be granted under this
Plan to any Employee during any fiscal year shall be 200,000, subject to
adjustment as provided in Section 7 hereof.

SECTION 4: STOCK SUBJECT TO PLAN

(a) The aggregate number of Common Shares that may be issued pursuant to
all Incentive Stock Options granted under this Plan shall not exceed 2,500,000,
subject to adjustment as provided in Section 7 hereof.

(b) At any time, the aggregate number of Common Shares issued and issuable
pursuant to all Awards (including all Incentive Stock Options) granted under
this Plan shall not exceed 2,500,000, subject to adjustment as provided in
Section 7 hereof.

(c) For purposes of Section 4(b) hereof, the aggregate number of Common
Shares issued and issuable pursuant to Awards granted under this Plan shall at
any time be deemed to be equal to the sum of the following:

(i) the number of Common Shares which were issued prior to such time
pursuant to Awards granted under this Plan, other than Common Shares which
were subsequently reacquired by the Company pursuant to the terms and
conditions of such Awards and with respect to which the holder thereof
received no benefits of ownership such as dividends; plus

A-2
<PAGE> 24

(ii) the number of Common Shares which were otherwise issuable prior to
such time pursuant to Awards granted under this Plan but which were
withheld by the Company as payment of the purchase price of the Common
Shares issued pursuant to such Awards or as payment of the recipient's tax
withholding obligation with respect to such issuance; plus

(iii) the maximum number of Common Shares which are or may be issuable
at or after such time pursuant to Awards granted under this Plan.

SECTION 5: DURATION OF PLAN

No Awards may be granted under this Plan after June 12, 2005. Although
Common Shares may be issued after June 12, 2005 pursuant to Awards that were
duly granted prior to such date, no Common Shares may be issued under this Plan
after June 12, 2015.

SECTION 6: ADMINISTRATION OF PLAN

(a) This Plan shall be administered by a committee of the Board of
Directors (the "Committee") consisting of two or more directors, each of whom is
both a Disinterested Person for purposes of Rule 16b-3 promulgated under the
Exchange Act and an Outside Director for purposes of Section 162(m) of the
Internal Revenue Code, as such Rule and such Section may be amended from time to
time.

(b) Subject to the provisions of this Plan, the Committee shall be
authorized and empowered to do all things necessary or desirable in connection
with the administration of this Plan, including, without limitation, the
following:

(i) adopt, amend and rescind rules and regulations relating to this
Plan;

(ii) determine which persons are Employees, and to which of such
Employees, if any, Awards shall be granted hereunder;

(iii) grant Awards to Employees and determine the terms and conditions
thereof, including the number of Common Shares issuable pursuant thereto;

(iv) determine whether, and the extent to which adjustments are
required pursuant to Section 7 hereof; and

(v) interpret and construe this Plan and the terms and conditions of
all Awards granted hereunder.

SECTION 7: ADJUSTMENTS

If the outstanding securities of the class then subject to this Plan are
increased, decreased or exchanged for or converted into cash, property and/or a
different number or kind of securities, or if cash, property and/or securities
are distributed in respect of such outstanding securities, in either case as a
result of a reorganization, merger, consolidation,

A-3
<PAGE> 25

recapitalization, restructuring, reclassification, dividend (other than a
regular, quarterly cash dividend) or other distribution, stock split, reverse
stock split or the like, or if substantially all of the property and assets of
the Company are sold, then, unless the terms of such transaction shall provide
otherwise, the Committee shall make appropriate and proportionate adjustments
in:

(a) the number and type of shares or other securities or cash or other
property that may be acquired pursuant to Incentive Stock Options and other
Awards theretofore granted under this Plan;

(b) the maximum number and type of shares or other securities that may be
issued pursuant to Incentive Stock Options and other Awards thereafter granted
under this Plan; and

(c) the maximum number of Common Shares with respect to which options or
rights may thereafter be granted under this Plan to any Employee during any
fiscal year.

SECTION 8: AMENDMENT AND TERMINATION OF PLAN

The Board of Directors may amend or terminate this Plan at any time and in
any manner, subject to the following:

(a) no recipient of any Award shall, without his or her consent, be
deprived thereof or of any of his or her rights thereunder or with respect
thereto as a result of such amendment or termination; and

(b) if any rule, regulation or procedure of any national securities
exchange upon which any securities of the Company are listed, or any listing
agreement with any such securities exchange, requires that any such amendment be
approved by the stockholders of the Company, then such amendment shall not be
effective unless and until it is approved by the affirmative vote of the holders
of a majority of the securities of the Company present, or represented, and
entitled to vote at a meeting of the stockholders of the Company.

SECTION 9: EFFECTIVE DATE OF PLAN

This Plan shall be effective as of June 12, 1995, the date upon which it
was approved by the Board of Directors; provided, however, that no Common Shares
may be issued under this Plan until it has been approved by the affirmative
votes of the holders of a majority of the securities of the Company present, or
represented, and entitled to vote at a meeting of the stockholders of the
Company.

A-4
<PAGE> 26
ANNUAL MEETING OF STOCKHOLDERS, AUGUST 14, 1995

The undersigned hereby appoints VAN B. HONEYCUTT, LEON J. LEVEL and
HAYWARD D. FISK, and each of them, with full power of substitution and
discretion in each of them, as the proxy or proxies of the undersigned to
represent the undersigned and to vote all shares of Common Stock of Computer
Sciences Corporation which the undersigned would be entitled to vote if
personally present at the Annual Meeting of Stockholders of Computer Sciences
Corporation to be held at the Sheraton Gateway Hotel, Los Angeles Airport, 6101
West Century Boulevard, Los Angeles, 90045, at 2:00 p.m. on August 14, 1995,
and at any adjournment thereof, upon the election of directors, the approval of
the proposed 1995 Stock Incentive Plan and any other matter properly coming
before the meeting.

If more than one of such proxies or substitutes shall be present and
vote, a majority thereof shall have the powers hereby granted; and if only one
of them shall be present and vote, he shall have the powers hereby granted.

This card also provides voting instructions for shares, if any, held
in the Company's employee benefit plans.

THIS PROXY WILL BE VOTED AS DIRECTED HEREIN, OR IF NO DIRECTION IS INDICATED,
WILL BE VOTED FOR THE ELECTION OF DIRECTORS AND FOR APPROVAL OF THE PROPOSED
1995 STOCK INCENTIVE PLAN.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.

THIS PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE VOTING THEREOF.

NOTE: THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.

PROXY

PLEASE SIGN ON THE REVERSE SIDE OF THIS CARD AND RETURN PROMPTLY TO
MIDTOWN STATION, P.O. BOX 955, NEW YORK, NEW YORK 10138-0811.
IF YOU DO NOT SIGN AND RETURN A PROXY, OR ATTEND THE MEETING AND VOTE BY BALLOT,
YOUR SHARES CANNOT BE VOTED.

FOLD AND DETACH HERE

Affix
First
Class
Postage

[CSC LOGO]
Computer Sciences Corporation
c/o Chemical Mellon Shareholder Services LLC
Recordkeeping Services
P.O. Box 590
Ridgefield Park, NJ 07660

<PAGE> 27
Item 1. Election of Directors THE BOARD OF DIRECTORS RECOMMENDS A
VOTE "FOR" THE NOMINEES LISTED BELOW.

FOR all nominees WITHHOLD
listed to the right AUTHORITY INSTRUCTIONS: To withhold authority
(except as marked to vote for all to vote for any individual nominee,
to the contrary) nominees listed strike out that nominee's name in the
to the right list below:

Nominees:

Howard P. Allen, Irving W. Bailey, II,
Item 2. Approval of the Proposed Van B. Honeycutt, William R. Hoover,
1995 Stock Incentive Plan Richard C. Lawton, Leon J. Level,
F. Warren McFarlan, James R. Mellor
and Alvin E. Nashman

FOR AGAINST ABSTAIN

DATED:______________________, 199

_________________________________
Signature

Please date, sign and return this
Proxy promptly whether or not you
plan to attend the meeting. If
signing for a corporation or part-
nership or as agent, attorney or
PLEASE MARK INSIDE BLUE BOXES SO fiduciary, indicate the capacity
THAT DATA PROCESSING EQUIPMENT WILL in which you are signing. If you
RECORD YOUR VOTES do attend the meeting and elect to
vote by ballot, such vote will
supersede this Proxy.

FOLD AND DETACH HERE

IMPORTANT NOTICE TO SHAREHOLDERS

RETURNING YOUR COMPLETED PROXY CARD PREVENTS ESCHEATMENT

It is very important that you return your voted proxy card to CSC and that CSC
has your current address.

Most state have escheat laws which require CSC to report all accounts when they
meet that state's criteria for abandoned property. While the specified number
of years varies by state, escheatment generally occurs when CSC mail addressed
to you is continually returned undelivered and there is no other contact. CSC
then must invalidate the stock certificate(s) of the escheated shareholders and
turn over the representative shares to the state of the shareholder's last
known residence. After delivery to the state, the stock often is sold and
claimants are given only the proceeds of the sale, which may or may not be to
your benefit, depending on the subsequent trend of the stock price. In
addition, it can take many months to retrieve custody of the stock or the
proceeds from its sale.

Therefore, if you have moved, please give us your new address below:

___________________________________ ______________________
Name(s) under which stock is held Social Security Number

___________________________________ ______________________
Street address City, State, Zip Code

Do you have multiple accounts/Hold
stock under more than one name?

____Yes ____No

Note: CSC employees are requested to notify their local Human Resources
representative of any address change.