As filed with the Securities and Exchange Commission on February 7, 1996
Registration No. 33-______
========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
COMPUTER SCIENCES CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Nevada 95-2043126
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
2100 East Grand Avenue
El Segundo, California 90245
(Address of principal executive offices) (zip code)
</TABLE>
CSC OUTSOURCING, INC. HOURLY SAVINGS PLAN
(Full Title of the Plan)
HAYWARD D. FISK, ESQ.
Vice President, General Counsel and Secretary
Computer Sciences Corporation
2100 East Grand Avenue
El Segundo, California 90245
(Name and Address of Agent For Service)
(310) 615-0311
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Offering Registration
to be Registered Registered Per Share Price Fee
- ------------------- ------------ --------- -------------- ------------
<S> <C> <C> <C> <C>
Common Stock,
par value $1.00(1) 10,000 $77.375(2) $773,750.00 $266.81
<FN>
(1) Including the associated preferred stock purchase rights. In addition,
pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate amount of interestS to be offered or
sold pursuant to the employee benefit plan described herein.
(2) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933 and based upon the
average of the high and low prices of the Common Stock on the New York Stock
Exchange on February 1, 1996.
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not filed as part of this Registration Statement pursuant to the Note to Part
I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Not filed as part of this Registration Statement pursuant to the Note to Part
I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of the Registrant heretofore filed with the Securities
and Exchange Commission are hereby incorporated in this Registration Statement
by reference:
(1) the Annual Report of the Registrant on Form 10-K for the fiscal year
ended March 31, 1995, as amended by Amendment No. 1 on Form 10-K/A filed on
January 26, 1996;
(2) the Annual Report of the CSC Outsourcing, Inc. Hourly Savings Plan on
Form 11-K for the fiscal year ended December 31, 1994;
(3) the Quarterly Reports of the Registrant on Form 10-Q for the fiscal
quarters ended June 30, 1995 and September 29, 1995;
(4) the description of the Common Stock contained in the Registration
Statement of the Registrant on Form 10, as amended; and
(5) the description of the rights to purchase preferred stock contained in
the Registration Statement of the Registrant on Form 8-A, as amended.
All reports and other documents filed by the Registrant or the CSC
Outsourcing, Inc. Hourly Savings Plan after the date hereof pursuant to
Sections 13(a) or (c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which deregisters all such
securities then remaining unsold shall be deemed to be incorporated in this
Registration Statement by reference and to be part hereof from the date of
filing of such documents.
Item 4. Description of Securities.
Not applicable.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 78.751 of the Nevada General Corporation Law provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or she is a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise. A corporation may indemnify any
such person against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
such action, suit or proceeding if the person identified acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interest of the corporation and, with respect to any criminal action or
proceeding, had no cause to believe his or her conduct was unlawful. In the
case of an action by or in the right of the corporation, no indemnification
may be made in respect to any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to
the extent that the court in which such action or suit was brought or another
court of competent jurisdiction shall determine that in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity therefor. Section 78.751 further provides that to the extent a
director or officer of a corporation has been successful in the defense of any
action, suit or proceeding referred to above or in the defense of any claim,
issue or matter therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him or her in
connection therewith.
The Registrant's Restated Articles of Incorporation, as amended (the
"Charter"), provide that the Registrant shall, to the fullest extent permitted
by applicable law, indemnify any person who was or is a party or is threatened
to be made a party to any action, suit or proceeding of the type described
above by reason of the fact that he or she is or was or has agreed to become a
director or officer of the Registrant, or is serving at the request of the
Registrant as director or officer of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, provided that with
respect to any action, suit or proceeding initiated by a director or officer,
the Registrant shall indemnify such director or officer only if the action,
suit or proceeding was authorized by the Registrant's Board of Directors or is
a suit for enforcement of rights to indemnification or advancement of expenses
in accordance with the procedure therefor prescribed in the Charter.
The Charter also provides that the expenses of directors and officers incurred
as a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, shall be paid by the
Registrant as they are incurred and in advance of the final disposition of the
action, suit or proceeding, provided that if applicable law so requires, the
advance payment of expenses shall be made only upon receipt by the Registrant
of an undertaking by or on behalf of the director or officer to repay all
amounts so advanced in the event it is ultimately determined by a final
decision, order or decree of a court of competent jurisdiction that the
director or officer is not entitled to be indemnified for such expenses under
the Charter.
<PAGE>
The Registrant has entered into Indemnification Agreements with each of its
directors and officers pursuant to which it has indemnified them against
expenses incurred in connection with any claims made against them as a result
of any act, omission, neglect or breach of duty committed or suffered while
acting as a director or officer of the Registrant, or while serving at the
request of the Registrant as a director of officer of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.
These Indemnification Agreements do not obligate the Registrant to make any
payment in connection with a claim against a director or officer to the extent
that: (a) payment is made under an insurance policy, (b) the director or
officer is otherwise indemnified, (c) the claim is based upon the director or
officer gaining any improper personal profit or advantage to which he or she
is not legally entitled, (d) the claim is for an accounting of profits made
from the purchase or sale by the director or officer of securities of the
Registrant within the meaning of Section 16(b) of the Securities Exchange Act
of 1934 or (e) the claim is brought about or contributed to by the dishonesty
of the director or officer, but only if a judgment or other final adjudication
adverse to the director or officer establishes that he or she committed acts
of active and deliberate dishonesty, with actual dishonest purpose and intent,
which acts were material to the cause of action so adjudicated. The
Indemnification Agreements provide that the costs and expenses incurred by
directors and officers in defending or investigating any action, suit,
proceeding or investigation will be paid by the Registrant in advance of the
final disposition of the matter upon receipt of a written undertaking by or on
behalf of the director or officer to repay any such amounts if it is
ultimately determined that he or she is not entitled to indemnification under
the Indemnification Agreement. No such advance will be made by the
Registrant, however, if, within 60 days of a request for such an advance, a
determination is reasonably made by the Board of Directors or independent
legal counsel, based upon the facts known at the time, that it is more likely
than not it will ultimately be determined that the director or officer is not
entitled to indemnification under the Indemnification Agreement.
The Registrant currently maintains an insurance policy which, within the
limits and subject to the terms and conditions thereof, covers certain
expenses and liabilities that may be incurred by directors and officers in
connection with or as a consequence of certain actions, suits or proceedings
that may be brought against them as a result of an act or omission committed
or suffered while acting as a director or officer of the Registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 CSC Outsourcing, Inc. Hourly Savings Plan
4.2 Restated Articles of Incorporation of the Registrant filed with the
Nevada Secretary of State on November 21, 1988 (incorporated by reference to
Exhibit III(i) to the Registrant's Annual Report on Form 10-K for the fiscal
year ended March 31, 1989)
4.3 Amendment to Restated Articles of Incorporation of the Registrant filed
with the Nevada Secretary of State on August 11, 1992 (incorporated by
<PAGE>
reference to Appendix B to the Registrant's Proxy Statement for the Annual
Meeting of Stockholders held on August 10, 1992)
4.4 Bylaws of the Registrant, effective January 31, 1993 (incorporated by
reference to Exhibit 3.3 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended March 31, 1995)
4.5 Amended and Restated Rights Agreement, effective October 30, 1995, by
and between the Registrant and Chemical Mellon Shareholder Services, as
successor Rights Agent (incorporated by reference to Exhibit 10.27 to the
Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
September 29, 1995)
23.1 Consent of Deloitte & Touche LLP
24 Power of Attorney (included on pages 7 and 8 of this Registration
Statement)
The undersigned Registrant hereby undertakes to submit the CSC Outsourcing,
Inc. Hourly Savings Plan, and any amendments thereto to the Internal Revenue
Service in a timely manner and to make all changes required by the Internal
Revenue Service in order to qualify the Plan under Section 401 of the Internal
Revenue Code.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of El Segundo, State of California, on
this 5th day of February, 1996.
COMPUTER SCIENCES CORPORATION
By/s/ VAN B. HONEYCUTT
-----------------------
Van B. Honeycutt
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature to this
Registration Statement appears below hereby constitutes and appoints Van B.
Honeycutt, Leon J. Level and Hayward D. Fisk, and each of them, as such
person's true and lawful attorney-in-fact and agent with full power of
substitution for such person and in such person's name, place and stead, in
any and all capacities, to sign and to file with the Securities and Exchange
Commission, any and all amendments and post-effective amendments to this
Registration Statement, with exhibits thereto and other documents in
connection therewith, granting unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents
and purposes as such person might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or any substitute
therefor, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ VAN B. HONEYCUTT President, Chief Executive
Van B. Honeycutt Officer and Director
(Principal Executive Officer) February 5, 1996
/s/ LEON J. LEVEL Vice President, Chief Financial
Leon J. Level Officer and Director
(Principal Financial Officer) February 5, 1996
/s/ DENIS M. CRANE Vice President and Controller
Denis M. Crane (Principal Accounting Officer) February 5, 1996
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ WILLIAM R. HOOVER Chairman of the Board
William R. Hoover February 5, 1996
/s/ HOWARD P. ALLEN Director
Howard P. Allen February 5, 1996
/s/ IRVING W. BAILEY,II Director
Irving W. Bailey, II February 5, 1996
/s/ RICHARD C. LAWTON Director
Richard C. Lawton February 5, 1996
/s/ F. WARREN McFARLAN Director
F. Warren McFarlan February 5, 1996
/s/ JAMES R. MELLOR
James R. Mellor Director February 5, 1996
/s/ ALVIN E. NASHMAN Director
Alvin E. Nashman February 5, 1996
</TABLE>
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Computer Sciences Corporation Retirement Plans Committee has duly caused this
Registration Statement to be signed on behalf of the CSC Outsourcing, Inc.
Hourly Savings Plan by the undersigned, thereunto duly authorized, in the City
of El Segundo, State of California, on this 5th day of February, 1996.
CSC OUTSOURCING, INC.
HOURLY SAVINGS PLAN
By/s/ LEON J. LEVEL
------------------
Leon J. Level, Chairman
Computer Sciences Corporation
Retirement Plans Committee
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.1 CSC Outsourcing, Inc. Hourly Savings Plan
4.2 Restated Articles of Incorporation of the Registrant filed with
the Nevada Secretary of State on November 21, 1988
(incorporated by reference to Exhibit III(i) to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended March 31, 1989)
4.3 Amendment to Restated Articles of Incorporation of the
Registrant filed with the Nevada Secretary of State on August
11, 1992 (incorporated by reference to Appendix B to the
Registrant's Proxy Statement for the Annual Meeting of
Stockholders held on August 10, 1992)
4.4 Bylaws of the Registrant, effective January 31, 1993
(incorporated by reference to Exhibit 3.3 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended March 31,
1995)
4.5 Amended and Restated Rights Agreement, effective October 30,
1995, by and between the Registrant and Chemical Mellon
Shareholder Services, as successor Rights Agent (incorporated
by reference to Exhibit 10.27 to the Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended September 29,
1995)
23.1 Consent of Deloitte & Touche LLP
24 Power of Attorney (included on pages 7 and 8 of this
Registration Statement)
<PAGE>
Exhibit 4.1
CSC OUTSOURCING, INC.
HOURLY SAVINGS PLAN
Effective May 2, 1992
<PAGE>
PREAMBLE
This document sets forth the provisions of the CSC Outsourcing Inc. Hourly
Savings Plan (the "Plan").
The Plan has been established for certain hourly employees of CSC Outsourcing
Inc. (the "Participating Company") in accordance with collective bargaining
agreements between Computer Sciences Corporation (the "Company") and the
unions specified in the Supplement attached to the Plan (the "Unions").
Assets from the General Dynamics Hourly Employees Savings and Stock Investment
Plan (the "Predecessor Plan") equal to the value of the account balances of
those employees who were participants in such Predecessor Plan shall be
transferred to the Plan, and such account balances and service earned under
the Predecessor Plan shall be preserved, continued and protected under the
Plan.
<PAGE>
TABLE OF CONTENTS
</TABLE>
<TABLE>
<CAPTION>
Page
<S> <S>
Article 1. Definitions ............................................... 1
1.01 Accounts ...................................................... 1
1.02 Actual Deferral Percentage .................................... 1
1.03 Adjustment Factor ............................................. 1
1.04 Affiliated Employer ........................................... 1
1.05 After-Tax Account ............................................. 1
1.06 After-Tax Contributions ....................................... 1
1.07 Annual Dollar Limit ........................................... 1
1.08 Base Earnings ................................................. 2
1.09 Beneficiary ................................................... 2
1.10 Board of Directors ............................................ 2
1.11 Code .......................................................... 2
1.12 Committee ..................................................... 2
1.13 Company ....................................................... 2
1.14 Company Matching Account ...................................... 2
1.15 Company Matching Contributions ................................ 3
1.16 Disability .................................................... 3
1.17 Effective Date ................................................ 3
1.18 Eligible Employee ............................................. 3
1.19 Employee ...................................................... 3
1.20 Employment Commencement Date .................................. 3
1.21 Enrollment Date ............................................... 3
1.22 ERISA ......................................................... 3
1.23 Fund .......................................................... 3
1.24 Highly Compensated Employee ................................... 4
1.25 Hour of Service ............................................... 5
1.26 Income ........................................................ 5
1.27 Leased Employee ............................................... 6
1.28 Leave of Absence .............................................. 6
1.29 Non-Highly Compensated Employee ............................... 6
1.30 Normal Retirement Age ......................................... 6
1.31 Participant ................................................... 6
1.32 Participating Company ......................................... 6
1.33 Period of Severance ........................................... 6
1.34 Plan .......................................................... 6
1.35 Plan Administrator ............................................ 7
1.36 Plan Year ..................................................... 7
1.37 Predecessor Plan .............................................. 7
1.38 Pre-Tax Account ............................................... 7
1.39 Pre-Tax Contributions ......................................... 7
1.40 Reemployment Commencement Date ................................ 7
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Page
<S> <S>
1.41 Rule of Parity ................................................ 7
1.42 Service ....................................................... 8
1.43 Settlement Date ............................................... 8
1.44 Severance from Service Date ................................... 8
1.45 Spousal Consent ............................................... 9
1.46 Statutory Compensation ........................................ 9
1.47 Supplement .................................................... 9
1.48 Trustee ....................................................... 9
1.49 Unions ........................................................ 9
1.50 Valuation Date ................................................ 9
1.51 Vested Portion ................................................ 10
1.52 Year of Eligibility Service ................................... 10
Article 2. Eligibility and Participation ............................. 10
2.01 Eligibility ................................................... 10
2.02 Participation ................................................. 11
2.03 Transferred Participants ...................................... 11
2.04 Termination of Participation .................................. 11
Article 3. Contributions ............................................. 11
3.01 After-Tax Contributions ....................................... 11
3.02 Pre-Tax Contributions ......................................... 12
3.03 Transfers Among Unions ........................................ 13
3.04 Maximum Rate of Contribution .................................. 13
3.05 Change in Contributions ....................................... 13
3.06 Suspension of Contributions ................................... 14
3.07 Company Matching Contributions ................................ 14
3.08 Timing of Contributions ....................................... 14
3.09 Limitations Affecting Highly Compensated Employees ............ 14
3.10 Maximum Annual Additions ...................................... 16
3.11 Return of Contributions ....................................... 19
Article 4. Investment of Contributions ............................... 19
4.01 Funds ......................................................... 19
4.02 Investment of Participant's Accounts .......................... 19
4.03 Responsibility for Investments ................................ 20
4.04 Change of Election ............................................ 20
4.05 Reallocation of Accounts ...................................... 20
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Page
<S> <S>
Article 5. Valuation of Accounts ..................................... 21
5.01 Valuation of the Funds ........................................ 21
5.02 Allocation of Fund Gains and Losses -- Funds A, B and C ....... 21
5.03 Allocation of Stock -- Fund D ................................. 22
5.04 Discretionary Power of the Company ............................ 22
5.05 Statement of Accounts ......................................... 22
Article 6. Vested Portion of Accounts ................................ 22
6.01 After-Tax Account and Pre-Tax Account ......................... 22
6.02 Company Matching Account ...................................... 22
6.03 Disposition of Forfeitures .................................... 23
Article 7. In-Service Withdrawals .................................... 24
7.01 In-Service Withdrawals ........................................ 24
7.02 Participant Loans ............................................. 27
7.03 Forfeiture of Nonvested Company Matching Accounts ............. 28
7.04 Restoration of Forfeitures .................................... 28
Article 8. Distribution of Accounts Upon Termination of Employment ... 29
8.01 Eligibility ................................................... 29
8.02 Forms of Distribution ......................................... 29
8.03 Method of Payment ............................................. 30
8.04 Distribution Upon Retirement, Termination or Disability ....... 31
8.05 Distribution Upon Death ....................................... 31
8.06 Small Payments ................................................ 32
8.07 Minimum Required Distributions ................................ 32
8.08 Status of Accounts Pending Distribution ....................... 33
8.09 Proof of Death and Right of Beneficiary or Other Person ....... 33
8.10 Failure to Locate Recipient ................................... 33
8.11 Distribution Limitation ....................................... 33
Article 9. Administration of the Plan ................................ 34
9.01 Administration ................................................ 34
9.02 Individual Accounts ........................................... 34
9.03 Action of Majority ............................................ 34
9.04 Compensation and Bonding ...................................... 34
9.05 Prudent Conduct ............................................... 34
9.06 Service in More Than One Fiduciary Capacity ................... 34
9.07 Indemnification ............................................... 35
9.08 Expenses of Administration .................................... 35
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Page
<S> <S>
9.09 Claims Procedures ............................................. 35
Article 10. Management of the Funds .................................. 36
10.01 Trust Agreement ............................................... 36
10.02 Exclusive Benefit Rule ........................................ 36
Article 11. General Provisions ....................................... 36
11.01 Nonalienation ................................................. 36
11.02 Conditions of Employment Not Affected by the Plan ............. 37
11.03 Facility of Payment ........................................... 37
11.04 Information ................................................... 37
11.05 Voting of Company Stock and Other Instructions by Participants 37
11.06 Eligible Rollover Distributions ............................... 37
11.07 Top-Heavy Provisions .......................................... 38
11.08 Construction .................................................. 40
Article 12. Amendment, Merger and Termination ........................ 41
12.01 Amendment of the Plan ......................................... 41
12.02 Merger or Consolidation ....................................... 41
12.03 Acquisitions and Additional Participating Companies ........... 41
12.04 Termination of the Plan ....................................... 41
</TABLE>
<PAGE>
Article 1. Definitions
1.01 "Accounts" means a Participant's Company Matching Account, After-Tax
Account and Pre-Tax Account.
1.02 "Actual Deferral Percentage" means, with respect to a specified group of
Eligible Employees, the average of the ratios, calculated separately for each
Eligible Employee in that group, of:
(a) the amount of Pre-Tax Contributions made pursuant to Section 3.02 for
a Plan Year (whether or not such contributions are returned to the Participant
pursuant to Sections 3.02(c) and 3.02(d)) for that Plan Year, to
(b) Statutory Compensation for that Plan Year.
1.03 "Adjustment Factor" means the cost-of-living adjustment factor
prescribed by the Secretary of the Treasury under Code Section 415(d) applied
to such items and in such manner as the Secretary shall provide.
1.04 "Affiliated Employer" means any company, including the Company, not
participating in the Plan which is a member of a controlled group of
corporations (determined under Code Section 414(b)) which also includes the
Company as a member, or any trade or business under common control (as defined
in Code Section 414(c)) with the Company, or a member of an affiliated service
group (as defined in Code Section 414(m)) which includes the Company, and
other entity required to be aggregated with the Company pursuant to
regulations under Code Section 414(o). Notwithstanding the foregoing, for the
purpose of Section 3.10, the definition in Code Sections 414(b) and 414(c)
shall be as defined as provided in Code Section 415(h).
1.05 "After-Tax Account" means a Participant's account into which shall be
credited After-Tax Contributions and investment earnings and losses thereon.
1.06 "After-Tax Contributions" means any contributions made by the
Participant on an after-tax basis to (i) the Predecessor Plan, and (ii) the
Plan pursuant to Section 3.01. After-Tax Contributions shall consist of the
following two components:
(a) After-Tax Contributions, which are described in Section 3.01(a) and
which are matched by Company Matching Contributions; and
(b) After-Tax Contributions, which are described in Section 3.01(b) and
which are not matched by Company Matching Contributions.
1.07 Annual Dollar Limit means for Plan Years beginning on or after January
1, 1989 and before January 1994, $200,000 multiplied by the Adjustment Factor.
Commencing with the 1994 Plan Year, the Annual Dollar Limit means $150,000,
except that if for any calendar year after 1994 the Cost-of-Living Adjustment
as hereafter defined is equal to or
<PAGE>
greater than $10,000, then the Annual Dollar Limit (as previously adjusted
under this Section 1.07) for any Plan Year beginning in any subsequent
calendar year shall be increased by the amount of such Cost-of-Living
Adjustment, rounded to the next lowest multiple of $10,000. The Cost-of-
Living Adjustment shall equal the excess of (i) $150,000 increased by the
adjustment made under Code Section 415(d) for the calendar year, except that
the base period for purposes Code Section 415(d)(1)(A) shall be the calendar
quarter beginning October 1, 1993, over (ii) the Annual Dollar Limit in effect
for the Plan Year beginning in the calendar year. In determining the
compensation of a Participant for purposes of the Annual Dollar Limit, the
rules of Code Section 414(q)(6) shall apply, except in applying such rules the
term "family" shall include only the spouse of the Participant and any lineal
descendants of the Participant who have not attained age 19 before the close
of the year. If, as a result of the application of such rules the adjusted
Annual Dollar Limit is exceeded, then the Annual Dollar Limit shall be
prorated among the affected individuals in proportion to each such
individual's compensation, as determined under Section 1.08, Section 1.46(b)
or Section 11.07 whichever is applicable, prior to the application of such
limit.
1.08 "Base Earnings" means in any regular payroll period, the Participant's
straight-time hourly rate multiplied by the hours paid for in such payroll
period (but in no event more than 40 hours per week) as shown by the records
of the Participating Company. The straight-time hourly rate shall not include
overtime compensation, cost-of-living adjustments, shift or other bonuses,
expense or living allowances, assignment or relocation payments, incentive
payments, disability benefits, royalties or payments of like nature or any
other additives, whether or not included as part of such hourly rate for
purposes other than the determination of "Base Earnings" hereunder. Effective
for Plan Years commencing on or after January 1, 1989, Base Earnings for Plan
purposes shall not exceed the Annual Dollar Limit for any Plan Year. Base
Earnings also shall include Pre-Tax Contributions made pursuant to Section
3.02.
1.09 "Beneficiary" means any person, persons, entity or entities named by a
Participant by written designation filed with the Committee to receive
benefits payable in the event of the Participant's death, provided that if the
Participant is married and designates other than his spouse as the
Beneficiary, he obtains Spousal Consent.
1.10 "Board of Directors" means the Board of Directors of the Company.
1.11 "Code" means the Internal Revenue Code of 1986, as amended from time to
time.
1.12 "Committee" means the Administrative Committee as provided for in
Article 9.
1.13 "Company" means Computer Sciences Corporation.
1.14 "Company Matching Account" means a Participant's account into which
shall be credited Company Matching Contributions and investment earnings and
losses thereon.
<PAGE>
1.15 "Company Matching Contributions" means contributions made by the
Participating Company to the Plan on behalf of Participants pursuant to
Section 3.07 and company contributions made on behalf of Participants to the
Predecessor Plan.
1.16 "Disability" means a disability resulting from a bodily or mental injury
or disease either occupational or non-occupational in cause (but excluding
disabilities resulting from service in the Armed Forces of any country), which
would prevent a Participant from engaging in any occupation or performing any
work for compensation or profit for the remainder of the Participant's life,
as confirmed by medical evidence satisfactory to the Company.
1.17 "Effective Date" of the Plan means May 2, 1992.
1.18 "Eligible Employee" means an Employee of the Participating Company who
is included in a group of Employees covered by a collective bargaining
agreement between the Unions and the Company if there is evidence that
retirement benefits were the subject of good-faith bargaining and the
collective bargaining agreement provides for such individual's participation
in the Plan, but excluding any Leased Employee.
1.19 "Employee" means any person receiving compensation for services rendered
to the Participating Company or an Affiliated Employer whose compensation is
subject to income tax withholding and/or for whom Social Security
contributions are made by the Participating Company or an Affiliated Employer,
including any Leased Employee but excluding any person who serves solely as a
director or independent contractor.
1.20 "Employment Commencement Date" means the first date as of which an
Employee is credited with an Hour of Service with the Participating Company or
an Affiliated Employer or, if applicable, General Dynamics Corporation.
1.21 "Enrollment Date" means the effective date of a Participant's enrollment
in the Plan in accordance with Section 2.02. Such date shall mean any January
1, April 1, July 1 or October 1 which coincides with or which follows the date
an Eligible Employee meets the requirements of Section 2.01.
1.22 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.
1.23 "Fund" means the fund consisting of all After-Tax Contributions, Pre-Tax
Contributions, Company Matching Contributions and all investment earnings and
losses thereon.
The Fund shall be divided into four subfunds:
Fund A -- Fixed Income Fund shall consist of assets invested in fixed-
income contracts with an insurance company or companies designated by the
Company,
<PAGE>
as well as other investments of a short-term nature as provided in the trust
agreement governing the investment of Plan assets.
Fund B -- Government Bonds Fund shall consist of direct obligations of
the United States Government, as well as other investments of a short-term
nature as provided in the trust agreement governing the investment of Plan
assets.
Fund C -- Diversified Portfolio shall consist of common or capital stock
of issuers other than the Company and other similar types of equity
investments, as well as other investments of a short-term nature as provided
in the trust agreement governing the investment of Plan assets.
Fund D -- Stock Fund shall consist of the Company's common stock.
Subject to the Unions' approval, the Company may change or add other Funds to
the Plan from time to time to increase the investment options available to
Plan Participants.
1.24 "Highly Compensated Employee" means any Employee of the Participating
Company or an Affiliated Employer (whether or not eligible for participation
in the Plan) who satisfies one or more of the following criteria:
(a) During the current Plan Year or the preceding Plan Year, the
Employee:
(i) was at any time a 5% owner of the Participating Company or an
Affiliated Employer;
(ii) received Statutory Compensation in excess of $75,000 multiplied by
the Adjustment Factor;
(iii) received Statutory Compensation in excess of $50,000 multiplied by
the Adjustment Factor and was among the highest 20% of Employees for that year
when ranked by Statutory Compensation paid for that year, excluding, for
purposes of determining the number of such Employees, such Employees as the
Company may determine on a consistent basis pursuant to Code Section
414(q)(8); or
(iv) was at any time an officer of the Participating Company or an
Affiliated Employer (subject to the limitations of Code Section 414(q)(5)) and
received Statutory Compensation greater than 50% of the dollar limitation on
maximum benefits under Code Section 415(b)(1)(A) for such Plan Year.
(b) Notwithstanding the foregoing, an Employee who meets the criteria
under Section 1.24(a)(ii), 1.24(a)(iii) or 1.24(a)(iv) for the current Plan
Year but not for the preceding Plan Year shall not be considered a Highly
Compensated Employee for the current Plan Year unless the Employee is one of
the 100 highest-paid Employees of all Affiliated Employers.
<PAGE>
(c) Notwithstanding the foregoing, Employees who are nonresident aliens
and who receive no earned income from the Participating Company or an
Affiliated Employer which constitutes income from sources within the United
States shall be disregarded for all purposes of this Section 1.24.
(d) To the extent permitted under regulations, the Company may elect to
determine the status of Highly Compensated Employees on a current calendar-
year basis.
(e) The provisions of this Section 1.24 shall be further subject to such
additional requirements as are described in Code Section 414(q) and its
applicable regulations, which shall override any aspects of this Section 1.24
inconsistent therewith.
1.25 "Hour of Service" means:
(a) each hour for which an Employee is paid or entitled to be paid for
the performance of duties for a Participating Company or an Affiliated
Employer;
(b) each hour for which an Employee is paid or entitled to be paid by a
Participating Company or an Affiliated Employer, whether or not the employment
relationship has terminated, for any period during which no duties were
performed due to vacation, holiday, illness, incapacity (including
Disability), layoff, jury duty, military duty or Leave of Absence, but not
more than 501 hours for any single continuous period; and
(c) each hour for which back pay, irrespective of mitigation of damages,
is either awarded or agreed to by a Participating Company or an Affiliated
Employer, excluding any hour credited under Section 1.25(a) or 1.25(b), which
shall be credited to the computation period or periods to which the award,
agreement or payment pertains rather than to the computation period in which
the award, agreement or payment is made.
No hours shall be credited for any period during which the Employee performs
no duties and receives payment solely for the reimbursement of medical
expenses or for the purpose of complying with unemployment compensation,
workers' compensation or disability insurance laws. The Hours of Service
credited shall be determined as required by Title 29 of the Code of Federal
Regulations, Section 2530.200b-2(b) and (c).
Notwithstanding the foregoing, in the event an Employee is entitled to receive
credit for additional hours in accordance with the provisions of a collective
bargaining agreement under which he is covered, such hours shall be counted as
Hours of Service for Plan purposes.
1.26 "Income" means the amount of income to be returned with any excess
deferrals or excess contributions under Section 3.02 or Section 3.09 as
determined in accordance with
<PAGE>
regulations prescribed by the Secretary of the Treasury under the provisions
of Code Sections 402(g) and 401(k).
1.27 "Leased Employee" means any person as so defined in Code Section 414(n).
1.28 "Leave of Absence" means an absence authorized by the Company under its
standard personnel practices as applied in a uniform and nondiscriminatory
manner to all persons similarly situated.
1.29 "Non-Highly Compensated Employee" means an individual who is not a
Highly Compensated Employee.
1.30 "Normal Retirement Age" means age 65.
1.31 "Participant" means any person included for participation in the Plan as
provided in Article 2 and any person who continues to have rights or continued
rights under the Plan.
1.32 "Participating Company" means CSC Outsourcing Inc., a wholly owned
subsidiary of the Company, and any other company that adopts the Plan with the
approval of the Board of Directors and the relevant Union.
1.33 "Period of Severance" means for any Employee, the period beginning on
the Employee's Severance from Service Date and ending on the date the Employee
next completes an Hour of Service.
A one-year Period of Severance is a period of 12 consecutive months beginning
on the Employee's Severance from Service Date and during which the Employee
does not perform an Hour of Service.
Subject to verification by the Company, for the purposes of Sections 1.41 and
6.03, an Employee shall be deemed not to have incurred a Period of Severance
during the period of 24 consecutive months that the Employee is first absent
from employment by reason of:
(a) the Employee's pregnancy;
(b) birth of a child of the Employee;
(c) placement of a child with the Employee in connection with the
Employee's adoption of the child; or
(d) caring for such child for a period beginning immediately after the
birth or placement for adoption.
1.34 "Plan" means the CSC Outsourcing Inc. Hourly Savings Plan as set forth
in this document or as amended from time to time.
<PAGE>
1.35 "Plan Administrator" means the Committee.
1.36 "Plan Year" means a 12-month period beginning each January 1 and ending
each December 31 and includes periods prior to the Plan's Effective Date.
1.37 "Predecessor Plan" means the General Dynamics Hourly Employees Savings
and Stock Investment Plan.
1.38 "Pre-Tax Account" means a Participant's Account into which shall be
credited Pre-Tax Contributions and investment earnings and losses thereon.
1.39 "Pre-Tax Contributions" means any amounts contributed by the Participant
to the Plan on a pre-tax basis pursuant to Section 3.02. Pre-Tax
Contributions shall consist of the following two components:
(a) Pre-Tax Contributions, which are described in Section 3.02(a)(i) and
which are matched by Company Matching Contributions; and
(b) Pre-Tax Contributions, which are described in Section 3.02(a)(ii) and
which are not matched by Company Matching Contributions.
1.40 "Reemployment Commencement Date" means the date an Employee is first
credited with an Hour of Service following a prior one-year Period of
Severance.
1.41 "Rule of Parity" means a rule pursuant to which a rehired Participant
who incurs a one-year Period of Severance shall have his years of Service
which occur prior to such one-year Period of Severance ignored or restored.
(a) If an Employee or Participant incurs a one-year Period of Severance
and has no nonforfeitable right to his Company Matching Account at the time of
his one-year Period of Severance, his years of Service prior to such one-year
Period of Severance shall not be taken into account if the number of
consecutive one-year Periods of Severance equals or exceeds the greater of (i)
five, or (ii) his years of Service prior to the one-year Period of Severance.
(b) If an Employee or Participant incurs a one-year Period of Severance
and (i) he has a nonforfeitable interest in his Company Matching Account, or
(ii) the number of consecutive one-year Periods of Severance is less than the
greater of (A) five, or (B) his total years of Service prior to the one-year
Period of Severance, his years of Service prior to such one-year Period of
Severance shall be restored to him upon reemployment.
Notwithstanding the foregoing, in no event shall Service be restored if on
December 31, 1989, such Service would have been ignored under the provisions
of the Predecessor Plan as it existed on such date.
<PAGE>
1.42 "Service" means, with respect to any Employee, his period or periods of
employment with the Participating Company or an Affiliated Employer which are
counted as "Service" in accordance with the following rules:
(a) Each Employee shall be credited with Service under the Plan for the
period or periods during which such Employee maintains an employment
relationship with the Participating Company or an Affiliated Employer. An
Employee's employment relationship shall begin on the date the Employee first
renders one Hour of Service and shall end on his Severance from Service Date.
Service also shall include a Period of Severance between an Employee's
Severance from Service Date and the first anniversary of the date on which the
Employee was first absent if the Employee completes an Hour of Service on or
before such first anniversary date.
(b) If an Employee is absent from work because of service in the Armed
Forces of the United States and he returns to work with the Participating
Company or an Affiliated Employer, having applied to return while his
reemployment rights were protected by law, the absence shall be included in
his Service.
(c) All periods of an Employee's Service, whether or not consecutive,
shall be aggregated. Service shall be measured in elapsed years and fractions
of years whereby each 12 calendar months shall constitute one year and each 30
days shall constitute one-twelfth of a year.
1.43 "Settlement Date" means the relevant date specified in Section 8.03 or
8.04, whichever is applicable.
1.44 "Severance from Service Date" means the earlier of:
(a) the date as of which an Employee's employment with the Participating
Company or an Affiliated Employer is terminated, whether due to voluntary
termination, dismissal, retirement or death;
(b) the date as of which an Employee fails to comply with a request to
return to active employment within the time period during which Service may be
retained for Plan purposes as specified under the provisions of any applicable
collective bargaining agreement or, if there is no collective bargaining
agreement applicable to the Employee, within 24 months following cessation of
active employment due to a reduction in workforce; or
(c) the last date of the time period during which Service may be retained
for Plan purposes as specified under the provisions of any applicable
collective bargaining agreement; or
<PAGE>
(d) if later than the dates in Section 1.44(b) or 1.44(c), the first
anniversary of the first date of a period in which an Employee remains absent
from work (with or without pay) with the Participating Company or an
Affiliated Employer for any reason (other than resignation, retirement,
discharge or death), such as vacation, holiday, sickness, disability, leave of
absence or layoff.
1.45 "Spousal Consent" means written consent given by a Participant's spouse
to the Participant's election specifying a form of benefit and designating the
Participant's Beneficiary. The specified form or designated Beneficiary shall
not be changed unless further Spousal Consent is given or unless the spouse
expressly waives the right to consent to any future changes. Spousal Consent
shall be duly witnessed by a Plan representative or notary public and shall
acknowledge the effect of the Participant's election on the spouse. The
requirement for Spousal Consent may be waived by the Company if it establishes
to its satisfaction that there is no spouse or that the spouse cannot be
located, or because of such other circumstances as may be established in
accordance with applicable law. Spousal Consent shall be applicable only to
the particular spouse who provides such consent.
1.46 "Statutory Compensation" means:
(a) for the purposes of Section 1.24, compensation as defined under
Section 1.414(s)-1(c)(2), of the Income Tax Regulations plus amounts
contributed in accordance with Code Sections 125, 402(e)(3) and 402(h)1(B);
and
(b) for the purposes of Section 1.02 and Section 3.09, compensation as
defined under Sections 1.414(s)-1(c)(2) and 1.414(s)-1(c)(3) of the Income Tax
Regulations. As permitted under such regulations, compensation under this
Section 1.46(b) may or may not include amounts contributed in accordance with
Code Sections 125, 402(e)(3) and 402(h)1(B). However, in no event may
compensation under this Section 1.46(b) exceed the Annual Dollar Limit.
1.47 "Supplement" means the supplement attached to the Plan, which is
considered to be part of the Plan and which lists (i) the Unions participating
in the Plan, and (ii) the alternative provisions that pertain to the
collective bargaining agreement for each Union.
1.48 "Trustee" means the trustee that holds the funds of the Plan, as
provided in Article 11.
1.49 "Unions" means the unions described in the Supplement, which is
considered to be a part of the Plan.
1.50 "Valuation Date" means the date upon which the assets of a Fund or any
part thereof are valued. Such valuation shall be made no less frequently than
as of the last day of each calendar month.
<PAGE>
1.51 "Vested Portion" means the portion of the Accounts in which the
Participant has a nonforfeitable interest, as provided in Article 6.
1.52 "Year of Eligibility Service" means, with respect to any Employee, a 12-
month period of employment with the Participating Company or an Affiliated
Employer beginning on the date he first completes an Hour of Service or any
anniversary of that date and ending on his Severance from Service Date.
Eligibility Service also shall include a Period of Severance between an
Employee's Severance from Service Date and the first anniversary of the date
on which the Employee was first absent, if the Employee completes an Hour of
Service on or before such first anniversary date. If an Employee's employment
is terminated and he is later reemployed, his Service after his Reemployment
Commencement Date shall be aggregated in accordance with the Rule of Parity.
Article 2. Eligibility and Participation
2.01 Eligibility
(a) Each Eligible Employee who was included in the Predecessor Plan and
each former Employee who maintained an Account balance in the Predecessor Plan
on the Effective Date shall automatically become a Participant in the Plan.
(b) Each Eligible Employee who was not included in the Predecessor Plan
on the Effective Date but who was eligible to participate in the Plan on such
date shall be eligible to participate in the Plan on May 2, 1992.
(c) Each other Employee shall become eligible to participate in the Plan
on any Enrollment Date that coincides with or next follows the later of (i)
the date he completes a Year of Eligibility Service, or (ii) the date he
becomes an Eligible Employee.
(d) If a Participant incurs a one-year Period of Severance, he shall be
eligible to recommence participation in the Plan on his Reemployment
Commencement Date.
(e) If an Employee incurs a one-year Period of Severance prior to
becoming a Participant in the Plan and his Reemployment Date occurs prior to
five consecutive one-year Periods of Severance, he shall be eligible to
participate in the Plan on any Enrollment Date that coincides with or next
follows the latest of (A) the date on which he completes a Year of Eligibility
Service, (B) his Reemployment Commencement Date, or (C) the date he becomes an
Eligible Employee.
(f) If an Employee incurs a one-year Period of Severance prior to
becoming a Participant in the Plan and his Reemployment Date occurs after five
or more consecutive one-year Periods of Severance, he shall be considered to
be a new
<PAGE>
Employee for all purposes of the Plan and he must satisfy the conditions
described in Section 2.01(c) based on his Reemployment Commencement Date.
2.02 Participation
An Employee who is eligible to participate in the Plan in accordance with
Section 2.01 shall become a Participant as of the first Enrollment Date after
the date he files an enrollment form with the Participating Company
authorizing the Participating Company to make either After-Tax Contributions
or Pre-Tax Contributions on his behalf, whichever is specified under the
collective bargaining agreement that pertains to him.
2.03 Transferred Participants
(a) A Participant who remains in the employ of the Participating Company
or an Affiliated Employer but who ceases to be an Eligible Employee shall
continue to be a Participant in the Plan but shall not be eligible to make
either After-Tax Contributions or Pre-Tax Contributions while his employment
status is other than that of an Eligible Employee.
(b) An Employee who transfers from an Affiliated Employer and becomes an
Eligible Employee shall become eligible to participate on any Enrollment Date
that coincides with or next follows the later of (i) the date he completes a
Year of Eligibility Service, or (ii) the date he becomes an Eligible Employee.
2.04 Termination of Participation
An Eligible Employee's participation in the Plan shall terminate on the date
he terminates employment with the Participating Company or an Affiliated
Employer unless the Participant is entitled to benefits under the Plan, in
which event his participation shall terminate when all those benefits have
been distributed to him.
Article 3. Contributions
3.01 After-Tax Contributions
If an Eligible Employee is covered under a collective bargaining agreement
that provides for After-Tax Contributions, effective with the first full
payroll period following the Enrollment Date on which an Eligible Employee's
participation begins, a Participant shall be permitted to contribute the
following amounts to the Plan (rounded to the nearest whole dollar) on an
after-tax basis through payroll deduction:
(a) either 2%, 4%, 6%, 8% or 10% of his Base Earnings up to the first
$12.01 of his straight-time hourly rate, plus either 2%, 4% or 6% of his Base
Earnings in excess of $12.01 but not more than $16.01 of his straight-time
hourly rate. Such contributions shall be matched by Company Matching
Contributions in accordance with Section 3.07; and
(b) if the Participant is covered under a collective bargaining agreement
that provides for additional After-Tax Contributions and if he has contributed
the
<PAGE>
maximum in accordance with Section 3.01(a), an additional 1%, 2%, 3% or 4% of
his Base Earnings up to $16.01 of his straight-time hourly rate. Such
contributions shall not be matched by Company Matching Contributions.
If a Participant is eligible to make After-Tax Contributions, he shall not be
eligible to make Pre-Tax Contributions in accordance with Section 3.02(a).
3.02 Pre-Tax Contributions
(a) If an Eligible Employee is covered under a collective bargaining
agreement that provides for Pre-Tax Contributions, effective with the first
full payroll period following the Enrollment Date on which an Eligible
Employee's participation begins, a Participant shall be permitted to
contribute the following amounts to the Plan (rounded to the nearest whole
dollar) on a pre-tax basis through payroll deduction:
(b) either 2%, 4%, 6%, 8% or 10% of his Base Earnings up to the first
$12.01 of his straight-time hourly rate, plus either 2%, 4% or 6% of his Base
Earnings in excess of $12.01 of his straight-time hourly rate. Such
contributions shall be matched by Company Matching Contributions in accordance
with Section 3.07; and
(c) if the Participant has contributed the maximum in accordance with
Section 3.01(a)(i), an additional 1%, 2%, 3% or 4% of his Base Earnings. Such
contributions shall not be matched by Company Matching Contributions.
If a Participant is eligible to make Pre-Tax Contributions, he shall not be
eligible to make After-Tax Contributions in accordance with Section 3.01.
(d) Notwithstanding the foregoing, in no event shall a Participant's Pre-
Tax Contributions in a calendar year exceed $7,000 multiplied by the
Adjustment Factor. If a Participant's Pre-Tax Contributions in a calendar
year reach that dollar limitation, his election of Pre-Tax Contributions for
the remainder of the calendar year shall be suspended. As of the first
payroll period of the following calendar year, the Participant's election of
Pre-Tax Contributions shall again become effective in accordance with his
previous election.
(e) If the sum of the Participant's pre-tax contributions and 401(k)
contributions to any other defined contribution plan maintained by the
Participating Company exceeds the dollar limitation under this Section
3.02(c), the excess ("excess deferrals") over such dollar limitation with
Income thereon shall be returned to the Participant no later than the April 15
following the end of the calendar year in which the excess deferrals were
made; and the Participant shall be deemed to have elected to receive such
return of his excess deferrals.
<PAGE>
(f) If a Participant makes pre-tax contributions under another qualified
defined contribution plan or simplified employee pension plan for any calendar
year and those contributions, when added to his Pre-Tax Contributions under
the Plan, exceed the dollar limitation under this Section 3.02(d) for that
calendar year, the Participant may determine that such excess deferrals shall
apply to the Plan. In that event, the excess deferrals with Income thereon
shall be returned to the Participant no later than the April 15 following the
end of the calendar year in which the excess deferrals were made. However,
the Plan shall not return such excess deferrals unless the Participant
notifies the Participating Company in writing, by March 1 of that following
calendar year, of the amount of excess deferrals allocated to the Plan.
(g) In the event that any Pre-Tax Contributions returned under Sections
3.02(c) and 3.02(d) were matched by Company Matching Contributions, those
Company Matching Contributions shall be forfeited and used to reduce future
Company Matching Contributions.
3.03 Transfers Among Unions
In the event that a Participant transfers from one Union to another, his
contributions shall be continued at the rate he previously elected (up to the
maximum permitted by the Union to which he has transferred); however, the
nature of his contributions (i.e., whether they are After-Tax Contributions or
Pre-Tax Contributions) shall be governed by the new collective bargaining
agreement under which he is covered.
3.04 Maximum Rate of Contribution
Notwithstanding the provisions of Sections 3.01 and 3.02, in no event can the
maximum contribution rates exceed those provided under any collective
bargaining agreement between the Company and any Union.
3.05Change in Contributions
(a) A Participant may change the rate of his After-Tax Contributions or
his Pre-Tax Contributions as of the first payroll period following any January
1, April 1, July 1 or October 1 by giving the Company at least 30 days' prior
written notice. Such change shall take effect on the first day of the payroll
period coinciding with or next following the Company's receipt of the 30-day
written notice.
(b) In the event of a change in the Participant's Base Earnings, the
contribution percentage applicable to Base Earnings up to $12.01 per straight-
time hour shall continue to apply and the contribution percentage applicable
to Base Earnings in excess of $12.01 of a Participant's straight-time hourly
rate (if any) shall continue to apply; provided, however, that if a
Participant's Base Earnings rate advances from $12.01 to an amount in excess
of $12.01, the Participant may immediately authorize a contribution percentage
for the amount of Base Earnings
<PAGE>
in excess of $12.01 if such additional contribution percentage is otherwise
available to the Participant.
3.06 Suspension of Contributions
(a) A Participant may suspend his After-Tax Contributions or his Pre-Tax
Contributions while he is actively employed by providing the Company with
written notice thereof. The Participant may resume making After-Tax
Contributions or Pre-Tax Contributions by giving the Company written notice.
Such resumption shall be effective as of the first day of the payroll period
coinciding with or next following the January 1, April 1, July 1 or October 1
that follows the later of (i) the date the Company receives the written
notice, or (ii) three months' suspension.
(b) No makeup of After-Tax Contributions or Pre-Tax Contributions is
permitted during any period of suspension.
3.07 Company Matching Contributions
Each month the Participating Company shall contribute Company Matching
Contributions to the Plan on behalf of each Participant in an amount equal to:
(a) 50% of the Participant's After-Tax Contributions made in accordance
with Section 3.01(a);
(b) 50% of the Participant's Pre-Tax Contributions made pursuant to
Section 3.02(a)(i) and which are invested in accordance with Options 1 through
7 described in Section 4.02(a); or
(c) 100% of the Participant's Pre-Tax Contributions made pursuant to
Section 3.02(a)(i) and which are invested in Fund D in accordance with Option
8 described in Section 4.02(a).
3.08 Timing of Contributions
Contributions made in accordance with Sections 3.01, 3.02 and 3.07 shall be
forwarded to the Trustee as soon as practicable after the end of each payroll
period.
3.09 Limitations Affecting Highly Compensated Employees
This Section 3.09 shall become effective on January 1, 1993.
(a) The Actual Deferral Percentage for Highly Compensated Employees who
are Participants or who are eligible to become Participants shall not exceed
the Actual Deferral Percentage for all Non-Highly Compensated Employees who
are Participants or who are eligible to become Participants, multiplied by
1.25. If the Actual Deferral Percentage does not meet the foregoing test, an
"alternative test" shall be applied. Under the alternative test, the Actual
Deferral Percentage for Highly Compensated Employees may not exceed the lesser
of the Actual Deferral Percentage for all Non-Highly Compensated Employees who
are Participants
<PAGE>
or who are eligible to become Participants plus two percentage points, or such
Actual Deferral Percentage multiplied by 2.0. The Company may implement rules
limiting the Pre-Tax Contributions that may be made on behalf of some or all
Highly Compensated Employees so that this limitation is satisfied. If the
Company determines that the limitation under this Section 3.09(a) has been
exceeded in any Plan Year, the following provisions shall apply:
(i) The amount of Pre-Tax Contributions made on behalf of some or all
Highly Compensated Employees shall be reduced until the provisions of this
Section 3.09(a) are satisfied by leveling the highest percentage rates elected
by the Highly Compensated Employees. Such percentage rates shall be rounded
to the nearest one-hundredth of 1% of the Participant's Statutory
Compensation.
(ii) Pre-Tax Contributions subject to reduction under this Section
3.09(a) ("excess contributions"), together with Income thereon, shall be paid
to the Participant before the close of the Plan Year following the Plan Year
in which the excess contributions were made and, to the extent practicable,
within 2 1/2 months of the close of the Plan Year in which the excess
contributions were made. However, any excess contributions for any Plan Year
shall be reduced by any Pre-Tax Contributions previously returned to the
Participant under Section 3.02(c) or 3.02(d) for that Plan Year. In the event
any Pre-Tax Contributions returned under this Section 3.09(a) were matched by
Company Matching Contributions, such corresponding Company Matching
Contributions, with Income thereon, shall be forfeited and used to reduce
future Company Matching Contributions.
(b) If any Highly Compensated Employee is either (i) a 5% owner, or (ii)
one of the 10 highest-paid Highly Compensated Employees, then any benefit or
contribution paid to or made on behalf of any member of his "family" (as
defined under Code Section 414(q)(6)(B)) shall be deemed paid to or made on
behalf of such Highly Compensated Employee for purposes of Section 3.09(a) to
the extent required under regulations prescribed by the Secretary of the
Treasury or his delegate under Code Section 401(k). Any return of excess
contributions required under Section 3.09(a) with respect to the family group
shall be made in accordance with such regulations. The total benefit shall be
apportioned among the Highly Compensated Employee and the members of his
"family" (as defined under Code Section 414(q)(6)(B)) in a manner determined
by the Company and shall be uniformly applicable to all Employees similarly
situated. Furthermore, in the determination of the Compensation and Statutory
Compensation of such Highly Compensated Employee, the rules of Code Section
414(q)(6) shall apply, except that the term "family" shall include only the
spouse of the Employee and any lineal descendants of the Employee who have not
attained age 19 before the close of the calendar year.
<PAGE>
(c) If any Highly Compensated Employee is a participant of another
qualified plan of the Participating Company or an Affiliated Employer, other
than an employee stock ownership plan described in Code Section 4975(e)(7),
under which deferred cash contributions are made on behalf of the Highly
Compensated Employee or under which the Highly Compensated Employee makes
contributions, the Company shall implement rules to take into account all such
contributions for the Highly Compensated Employee under all such plans in
applying the limitations of this Section 3.09. Such rules shall be uniformly
applicable to all Employees similarly situated.
3.10 Maximum Annual Additions
(a) The annual addition to a Participant's Accounts for any Plan Year,
which shall be considered the "limitation year" for purposes of Code Section
415, when added to the Participant's annual addition for that Plan Year under
any other qualified plan of the Participating Company or an Affiliated
Employer, shall not exceed an amount that is equal to the lesser of (i) 25% of
the Participant's aggregate remuneration for that Plan Year, or (ii) the
greater of $30,000 or 25% of the dollar limitation in effect under Code
Section 415(b)(1)(A).
(b) For purposes of this Section 3.10, the "annual addition" to a
Participant's Accounts under the Plan or any other qualified plan maintained
by the Participating Company or an Affiliated Employer for the Plan Year shall
include:
(i) total contributions, including After-Tax Contributions, Pre-Tax
Contributions and Company Matching Contributions made on the Participant's
behalf by the Participating Company and any Affiliated Employer under the Plan
or any other qualified defined contribution plan;
(ii) forfeitures, if applicable, that have been allocated to the
Participant's accounts under any other qualified defined contribution plan
maintained by the Participating Company or any Affiliated Employer;
(iii) voluntary or mandatory contributions made by the Participant under
any qualified defined benefit plan maintained by the Participating Company or
any Affiliated Employer; and
(iv) contributions made on a Participant's behalf to an "individual
medical benefit account" under a qualified pension or annuity plan maintained
by the Participating Company or any Affiliated Employer, as described and to
the extent required under Code Section 415(l).
(c) For purposes of this Section 3.10, the term "remuneration" with
respect to any Participant shall mean the wages, salaries and other amounts
paid with respect to that Participant by the Participating Company or any
Affiliated Employer for
<PAGE>
personal services actually rendered, determined after any reduction of
Compensation pursuant to Section 3.02 or pursuant to a cafeteria plan as
described in Code Section 125, including, but not limited to, bonuses,
overtime payments and commissions, but excluding:
(i) Company contributions to the Plan or to any other plan of deferred
compensation maintained by the Participating Company or any Affiliated
Employer;
(ii) amounts realized from the exercise of a non-qualified stock
option;
(iii) amounts realized when restricted stock is no longer subject to
substantial risk of forfeiture;
(iv) amounts realized from the disposition of a qualified stock option;
or
(v) other amounts that receive special tax benefits.
(d) If the annual addition to a Participant's Accounts for any Plan Year
would otherwise exceed the limitation set forth in Section 3.10(a), the excess
annual additions to such Participant's Accounts for such Plan Year shall be
reduced to the extent necessary in the following order:
(a) The Participant's unmatched After-Tax Contributions shall be
reduced to the extent necessary. The amount of the reduction shall be
returned to the Participant, together with any earnings on the contributions
to be returned.
(b) The Participant's unmatched Pre-Tax Contributions shall be
reduced to the extent necessary. The amount of the reduction shall be
returned to the Participant, together with any earnings on the contributions
to be returned.
(c) The Participant's matched After-Tax Contributions and
corresponding Company Matching Contributions shall be reduced to the extent
necessary. The amount of the reduction attributable to the Participant's
matched After-Tax Contributions shall be returned to the Participant, together
with any earnings on those contributions to be returned, and the amount
attributable to the Company Matching Contributions shall be forfeited and used
to reduce future Company Matching Contributions.
(d) The Participant's matched Pre-Tax Contributions and corresponding
Company Matching Contributions shall be reduced to the extent necessary. The
amount of the reduction attributable to the Participant's matched Pre-Tax
Contributions
<PAGE>
shall be returned to the Participant, together with any earnings on those
contributions to be returned, and the amount attributable to the Company
Matching Contributions and shall be forfeited and used to reduce future
Company Matching Contributions.
(e) If a Participant has at any time participated in both a qualified
defined benefit plan and a qualified defined contribution plan maintained by
the Participating Company or an Affiliated Employer for a Plan Year, the sum
of the Participant's defined benefit plan fraction and defined contribution
plan fraction for such Plan Year shall not exceed 1.0.
The terms "defined benefit plan fraction" and "defined contribution plan
fraction" shall mean the following:
(i) "Defined benefit plan fraction" for any calendar year is a
fraction --
(A) the numerator of which is the projected annual benefit of the
Participant (determined as of the close of the calendar year) under all
qualified defined benefit plans maintained by the Participating Company or an
Affiliated Employer; and
(B) the denominator of which is the lesser of (1) or (2) below:
(1) the product of 1.25 multiplied by the defined benefit plan
dollar limitation under Code Section 415(b)(1)(A) (as multiplied by the
Adjustment Factor) in effect for such calendar year; or
(2) the product of 1.4 multiplied by an amount that is 100% of the
Participant's average remuneration for the three consecutive years in which
his compensation was the highest.
(ii) "Defined contribution plan fraction" for any calendar year is a
fraction --
(A) the numerator of which is the sum of the annual additions made on
behalf of a Participant for such calendar year and all prior calendar years;
and
(B) the denominator of which is the sum of the lesser of (1) or (2)
below determined for such calendar year and for each prior year of service
with a Participating Company or an Affiliated Employer:
(1) the product of 1.25 multiplied by the defined contribution plan
dollar limitation under Code Section 415(c)(1)(A) (as multiplied by the
Adjustment Factor) in effect for such calendar year; or
(2) the product of 1.4 multiplied by an amount equal to 25% of the
Participant's remuneration for such year.
<PAGE>
3.11 Return of Contributions
Except as provided below, at no time shall any contributions (or portions
thereof) revert to a Participating Company prior to the discharge of all
liabilities under the Plan.
(a) If all or part of a Participating Company's deductions under Code
Section 404 for contributions to the Plan are disallowed by the Internal
Revenue Service, the portion of the contributions to which that disallowance
applies shall be returned to the Participating Company without interest but
reduced by any investment loss attributable to those contributions. The
return shall be made within one year after the disallowance of the deduction.
(b) A Participating Company may recover without interest the amount of
its contributions to the Plan made on account of a mistake of fact, reduced by
any investment loss attributable to those contributions, if recovery is made
within one year after the date of those contributions.
(c) In the event that Pre-Tax Contributions made under Section 3.02 are
returned to the Company in accordance with the provisions of this Section
3.11, the elections to reduce compensation which were made by Participants on
whose behalf those contributions were made shall be void retroactively to the
beginning of the period for which those contributions were made. The Pre-Tax
Contributions so returned shall be distributed in cash to those Participants
for whom those contributions were made.
Article 4. Investment of Contributions
4.01 Funds
Contributions to the Plan shall be invested in one or more of the Funds
described in Section 1.23.
4.02 Investment of Participant's Accounts
(a) A Participant shall direct that the total of his After-Tax
Contributions or his Pre-Tax Contributions made pursuant to Section 3.01 or
3.02 shall be invested in accordance with one of the options described below:
<TABLE>
<CAPTION>
Option Investment
------ ----------
<S> <C>
Option 1 1/3 Fund B, 1/3 Fund C and 1/3 Fund D
Option 2 1/3 Fund B and 2/3 Fund D
Option 3 1/3 Fund B and 2/3 Fund C
Option 4 100% Fund B
Option 5 1/3 Fund A and 2/3 Fund C
Option 6 1/3 Fund A and 2/3 Fund D
Option 7 100% Fund A
Option 8 100% Fund D (not available under all
collective bargaining agreements)
</TABLE>
<PAGE>
(b) A Participant's Company Matching Contributions shall be invested in
accordance with the election applicable to his After-Tax Contributions or, if
applicable, his Pre-Tax Contributions unless he is covered by a collective
bargaining agreement that provides for his Company Matching Contributions to
be fully invested in Fund D.
4.03 Responsibility for Investments
Each Participant is solely responsible for the selection of his investment
options. The Trustee, the Participating Company and the officers, supervisors
and other employees of the Participating Company are not empowered to advise a
Participant as to the manner in which his Accounts shall be invested. The
fact that a Fund is available to Participants for investment under the Plan
shall not be construed as a recommendation for investment in that Fund.
4.04 Change of Election
A Participant may change a prior investment election as of any January 1,
April 1, July 1 or October 1 by giving the Company 30 days' written notice.
Such election shall be effective as of the January 1, April 1, July 1 or
October 1 next following the Company's receipt of the 30-day written notice.
4.05 Reallocation of Accounts
Participants may reallocate their Account balances among Funds in accordance
with the following provisions:
(a) In the event that a Participant is covered under a collective
bargaining agreement that provides for annual reallocations, he shall be
permitted to reallocate his Account balances among Funds in 25% increments
once each Plan Year.
(b) All other Participants shall not be permitted to reallocate their
Account balances among Funds until they have attained at least age 50. On or
after attainment of age 50, they shall be eligible to transfer their entire
Account balances to Fund A as follows:
(i) One transfer shall be permitted on or after attainment of age 50
but prior to attainment of age 55.
(ii) One transfer shall be permitted on or after attainment of age 55
but prior to attainment of age 60.
<PAGE>
(iii) One transfer shall be permitted per 12-month period on or after
attainment of age 60 but prior to termination of employment.
Notwithstanding anything to the contrary contained in this Section 4.05,
effective May 31, 1992, each Participant shall be permitted to make a one-time
reallocation of his Account balances in 10% increments regardless of the
collective bargaining agreement he is covered under at that time.
Article 5. Valuation of Accounts
5.01 Valuation of the Funds
As of each Valuation Date, the Trustee shall allocate the amount of income or
loss of each Fund since the last Valuation Date (which shall mean the net
income or net loss of each Fund, including the net appreciation or net
depreciation in the value of each Fund).
5.02 Allocation of Fund Gains and Losses -- Funds A, B and C
As of each Valuation Date, the net investment gain or loss, after adjustment
for applicable expenses, if any, of Funds A, B and C since the immediately
preceding Valuation Date shall be determined. The resulting value, without
adjustment for gain or loss, shall be the value for all subsequent Valuation
Dates until the Valuation Date on which the net gain or loss of such assets is
redetermined.
The net investment gain or loss of Funds A, B and C shall be apportioned to
each Participant's Accounts in such Funds. The apportionment shall be in the
same proportion that the following for the Participant bears to the total of
the following for all Participants:
(a) the balance of the Participant's Accounts which was held in each
Fund, as of the immediately preceding Valuation Date;
(b) one-quarter of the Participant's After-Tax Contributions, Pre-Tax
Contributions and Company Matching Contributions allocated to his Accounts
since the immediately preceding Valuation Date;
(c) one-quarter of the Participant's loan repayments, if any, made to his
Accounts since the immediately preceding Valuation Date; and
(d) a reduction for any withdrawals, distributions or loan proceeds paid
from his Accounts after the allocation of gains or losses as of the
immediately preceding Valuation Date.
All withdrawals, distributions and loan proceeds which are paid as of a
Valuation Date shall be paid after the allocation of net investment gain or
loss applicable to such Valuation Date has been apportioned pursuant to this
Section 5.02. The amount paid out shall not share in the allocation of net
investment gain or loss in the subsequent Valuation Date.
<PAGE>
5.03 Allocation of Stock -- Fund D
Each Valuation Date, the number of shares of Company stock to be credited to a
Participant's Accounts shall be determined as follows:
(a) A Participant's Accounts shall be credited as of the end of each
month with a number of shares of Company stock (carried to the sixth decimal
place) equal to the aggregate of the Participant's After-Tax Contributions or
Pre-Tax Contributions and Company Matching Contributions on the Participant's
behalf to be applied toward the purchase of Company stock with respect to that
month divided by the average price per share (including brokerage fees and
transfer taxes) of Company stock purchased by the Trustee for all Participants
with respect to such month.
(b) Dividends and other distributions received on Company stock held by
the Trustee shall be reinvested in Company stock, and the Participant's
Accounts shall be credited with a proportionate number of such shares
determined on the basis of the number of shares in each Participant's
Accounts.
All withdrawals and distributions which are paid as of a Valuation Date shall
be paid after the allocation of net investment gain or loss applicable to such
Valuation Date has been apportioned pursuant to this Section 5.03. The
amounts paid out shall not share in the allocation of net investment gain or
loss in the subsequent Valuation Date.
5.04 Discretionary Power of the Company
The Company reserves the right to change from time to time the procedures used
in valuing the Accounts or crediting (or debiting) the Accounts if it
believes, after due deliberation, that such an action is justified in that it
results in a more accurate reflection of the fair market value of assets. In
the event of a conflict between the provisions of this Article 5 and such new
administrative procedures, those new administrative procedures shall prevail.
5.05 Statement of Accounts
Not less frequently than annually, each Participant shall be furnished with a
statement setting forth the value of his Accounts.
Article 6. Vested Portion of Accounts
6.01 After-Tax Account and Pre-Tax Account
A Participant shall at all times be 100% vested in and have a nonforfeitable
right to his After-Tax Account and Pre-Tax Account.
6.02 Company Matching Account
(a) A Participant shall be vested in and have a nonforfeitable right to
his Company Matching Account in accordance with the following schedule:
<PAGE>
<TABLE>
<CAPTION>
Completed Years Nonforfeitable
of Service Percentage
--------------- --------------
<S> <C>
0 but less than 5 0%
5 or more 100%
</TABLE>
In the event that the vesting schedule changes in the future, in the case of a
Participant who had completed at least three years of Service as of that date,
the vesting provisions in effect prior to that date shall continue to apply to
the extent that they provide the Participant with a greater Vested Portion of
his Company Matching Account than that provided under the new vesting
provisions.
(b) Notwithstanding the foregoing, a Participant shall be 100% vested in
and have a nonforfeitable right to his Company Matching Account upon the
earliest of (i) termination of employment from the Participating Company or an
Affiliated Employer due to death, Disability or involuntary entry into
military service, (ii) layoff for four consecutive weeks, (iii) attainment of
Normal Retirement Age, or (iv) attainment of early retirement age, as defined
in the CSC Outsourcing Inc. Hourly Pension Plan for such Participant.
6.03 Disposition of Forfeitures
(a) Upon termination of employment, Participant who is not fully vested
in his Company Matching Account shall forfeit the nonvested portion of his
Company Matching Account.
(b) On each Valuation Date, forfeitures shall be used first to restore
Participants' Accounts in accordance with Section 6.03(c) below and then to
reduce future Company Matching Contributions. Forfeitures also may be used to
pay expenses that arise in connection with the administration of the Plan.
(c) If an Employee is rehired after incurring a one-year Period of
Severance which does not cause him to lose his prior Service in accordance
with the Rule of Parity, the Service he had earned prior to his termination
shall be added to the Service he earns after his Reemployment Commencement
Date.
(i) In the event that he incurs fewer than five consecutive one-year
Periods of Severance between his date of termination and his Reemployment
Commencement Date, the amount of his Company Matching Account which he
forfeited upon distribution shall be restored to his Company Matching Account
without taking into account any of the Funds' gains or losses which have
occurred since the effective date of the forfeiture; provided, however, that
he repays to the Plan, during his period of reemployment and within five years
of his Reemployment Commencement Date (unless he was rehired between December
31, 1984 and April 1,
<PAGE>
1988, in which event he can make a repayment at any time prior to subsequent
termination of employment) an amount in cash equal to the full amount
distributed to him, if any, due to his termination of employment. Repayment
shall be made in a single cash lump sum and shall be invested in accordance
with the future investment options in effect for the Participant at the time
of repayment, unless the Participant is covered under a collective bargaining
agreement that requires repayments to be invested in Fund D.
(ii) In the event that he incurs five or more consecutive one-year
Periods of Severance between his termination date and his Reemployment
Commencement Date, the amount of his Company Matching Account which he
forfeited shall not be restored and he shall not be eligible to make a
repayment to the Plan.
Article 7. In-Service Withdrawals
7.01 In-Service Withdrawals
(a) Initial Withdrawal. Once during each Plan Year as of the end of any
month (the Month of Withdrawal), Participants may withdraw a portion (as
defined in Section 7.01 (a)(i) below) of their Accounts by giving notice
during the Month of Withdrawal in the manner prescribed by the Company. The
value of amounts and/or shares withdrawn shall be determined as of the last
day of the Month of Withdrawal, and such amounts and/or shares shall be paid
as soon as practicable after the end of the Month of Withdrawal. This
withdrawal shall be subject to the following:
(i) the maximum portion of a Participant's Accounts which is available
for withdrawal shall include all vested amounts credited to the Participant's
Accounts except for:
(A) vested Company Matching Contributions and earnings thereon
credited to a Participant's Company Matching Account during the current Plan
Year and the immediately preceding 24 months; and
(B) Pre-Tax Contributions and earnings thereon.
(ii) A Participant may withdraw all or a portion of his Accounts
available for withdrawal by specifying in the withdrawal election the actual
amounts and/or shares to be withdrawn in accordance with uniform rules
provided by the Company; provided, however, that the value of all amounts
and/or shares withdrawn shall not be less than the lesser of (A) $100, or (B)
the entire value of the Participant's Accounts which is available for
withdrawal.
<PAGE>
(iii) All amounts and/or shares withdrawn shall be taken from a
Participant's Accounts on a pro rata basis from all Funds commencing with the
oldest Plan Year's investments and in the following order:
(A) the Participant's unmatched After-Tax Contributions, plus
earnings thereon;
(B) the Participant's matched After-Tax Contributions, plus earnings
thereon; and
(C) the Vested Portion of a Participant's Company Matching
Contributions, plus earnings thereon.
(iv) The Company is authorized to prescribe such uniform non-
discriminatory rules as it deems appropriate to facilitate and administer
withdrawals. Any withdrawal election filed with the Company shall become
effective during the Month of Withdrawal.
(b) Second Withdrawal. Participants who receive an initial withdrawal
during a Plan Year in accordance with Section 7.01(a) may elect to make a
second withdrawal, once each Plan Year, if the Participant has amounts and/or
shares available for withdrawal as described in Section 7.01(a)(i).
(i) A Participant's second withdrawal shall be otherwise governed by
the same terms and conditions as those that pertain to the Participant's
initial withdrawal as described in Section 7.01.
(ii) In addition, Participants who elect to make a second withdrawal
during a Plan Year shall have their right to further contribute to the Plan
suspended for 12 months commencing with the first payroll period of the month
following the month of the second withdrawal.
(c) Hardship Withdrawals
(i) A Participant who is covered (or who has been covered) under a
collective bargaining agreement that provides for hardship withdrawals may
withdraw a portion of his vested Accounts by giving notice in the manner
prescribed by the Company, provided that he needs such withdrawal to cover any
of the following financial emergencies:
(A) medical expenses, as defined in Code Section 213(d), for the
Participant, his spouse and/or dependents,
(B) purchase (excluding mortgage payments) of a principal residence
for the Participant;
<PAGE>
(C) tuition payments and related educational fees for the next 12
months of post-secondary education for the Participant, his spouse and/or
dependents; and
(D) amounts necessary to prevent the eviction of the Participant from
his principal residence or foreclosure on the mortgage of the Participant's
principal residence.
(ii) The value of the amounts and/or shares withdrawn shall be
determined as of the last day of the month preceding the withdrawal request,
and the maximum amount that can be withdrawn is the amount necessary to cover
the financial emergency, plus the amount necessary to pay any taxes due on the
amount withdrawn. To the extent necessary, withdrawals shall be taken in the
following order:
(A) the Participant's unmatched After-Tax Contributions, plus
earnings thereon;
(B) the Participant's matched After-Tax Contributions, plus earnings
thereon;
(C) the Vested Portion of the Participant's Company Matching
Contributions, plus earnings thereon;
(D) the Participant's unmatched Pre-Tax Contributions, exclusive of
earnings thereon; and
(E) the Participant's matched Pre-Tax Contributions, exclusive of
earnings thereon.
(iii) The distribution must be necessary to satisfy the Participant's
immediate and heavy financial need. A distribution shall be deemed to satisfy
this requirement if:
(A) the distribution is not in excess of the amount of the
Participant's immediate and heavy financial need;
(B) the Participant has obtained all distributions, other than
hardship distributions subject to these same requirements and all non-taxable
loans, which are currently available under the Plan and all qualified plans
maintained by the Participating Company or an Affiliated Employer;
(C) the Participant makes no contributions to any qualified plan
(except for a defined benefit plan that requires mandatory employee
<PAGE>
contributions) maintained by the Participating Company or an Affiliated
Employer for at least 12 months; and
(D) any amounts contributed by the Participant on a pre-tax basis to
any qualified plan maintained by the Participating Company or an Affiliated
Employer in the taxable year following the year of distribution under this
Section 7.01(b) shall be restricted to the limitation applicable to such year,
reduced by any contributions made on a pre-tax basis to any qualified plan in
the year the distribution is made.
(iv) All amounts and/or shares withdrawn shall be taken from a
Participant's Accounts on a pro-rata basis from all Funds commencing with the
oldest Plan Year's investments.
7.02 Participant Loans
A Participant who is covered (or who has been covered) under a collective
bargaining agreement that permits loans may borrow from the Plan up to 50% of
the Vested Portion of his Account balances, subject to the following (and
subject to the Plan's loan rules, which are considered to be part of the Plan
and which may be changed from time to time):
(a) A Participant's loan shall be in $100 increments, shall not be for
less than $500 and shall not exceed the lesser of:
(i) $50,000 reduced by the highest loan balance of the Participant's
loans outstanding during the immediately prior 12-month period (ending the day
before the new loan is granted); or
(ii) 50% of the Participant's Vested Portion of his Accounts.
For purposes of the Plan's loan provisions, all qualified plans maintained by
a Participating Company and any Affiliated Employer shall be treated as a
single plan.
(b) The Participant may have no more than one loan outstanding at any
time.
(c) An application for a loan shall be made in writing to the Company.
In making its determination with respect to granting the loan, the Company
shall look only to the adequacy of the Vested Portion of the Participant's
Account balance(s).
(d) The period of repayment for any loan, which must be in whole years
only, shall be arrived at by mutual agreement between the Company and the
Participant, but all loans shall become due and payable as of the Valuation
Date coincident with or immediately following termination of employment. Upon
such termination, loans may be paid back by a distribution, to the extent
necessary, of the Participant's
<PAGE>
Vested Portion of his Accounts, whether or not he elects to defer payment of
the remainder of such Accounts in accordance with Article 8. The period of
maturity for a loan shall not exceed five years.
(e) Each loan shall bear a reasonable rate of interest, which shall be
specified in the Plan's loan rules. The Company shall determine the
appropriate rate of interest for each loan in a uniform manner for all
Participants.
(f) Each loan shall be evidenced by a promissory note payable to the
Plan.
(g) Payments of principal and interest shall be made in accordance with
the Plan's loan rules. A loan may be prepaid in full as of any date without
penalty.
(h) No new loans can be taken out after termination or retirement.
(i) Loans shall be paid as soon as administratively feasible after the
Valuation Date that next follows the date the loan is requested. The amount
available shall be based on the Vested Portion of a Participant's Accounts as
of such subsequent Valuation Date and shall be taken from the Participant's
Accounts in the following order:
(A) the Vested Portion of the Participant's Company Matching
Contributions, plus earnings thereon;
(B) the Participant's unmatched After-Tax Contributions, plus
earnings thereon;
(C) the Participant's matched After-Tax Contributions, plus earnings
thereon;
(D) the Participant's unmatched Pre-Tax Contributions, plus earnings
thereon; and
(E) the Participant's matched Pre-Tax Contributions, plus earnings
thereon.
7.03 Forfeiture of Nonvested Company Matching Accounts
Any Participant receiving a withdrawal pursuant to Section 7.01 shall forfeit
all nonvested Company Matching Contributions and earnings thereon attributable
to vested amounts that are withdrawn. Such forfeited amounts shall be used as
provided in Section 6.03(b).
7.04 Restoration of Forfeitures
If a Participant repays to the Plan, in one cash lump sum, the value of the
entire amount that was distributed to him, the amount he forfeited as a result
of his withdrawal shall be restored to his Company Matching Account.
<PAGE>
Article 8. Distribution of Accounts Upon Termination of Employment
8.01 Eligibility
Upon a Participant's retirement, termination, Disability or death, the Vested
Portion of his Accounts, as determined under Article 6, shall be distributed
as provided in this Article 8.
8.02 Forms of Distribution
The value of a Participant's Accounts in Funds A, B and C shall be paid in
cash; the value of his Accounts in Fund D shall be paid in the form of stock
certificates, and the value of any fractional shares shall be paid in cash.
(a) If the Participant terminates prior to satisfying the eligibility
requirements for early retirement under the CSC Outsourcing Inc. Hourly
Pension Plan, he shall receive his distribution in a lump sum.
(b) If the Participant terminates on or after he has satisfied the
eligibility requirements for early retirement under the CSC Outsourcing Inc.
Hourly Pension Plan, he may elect to receive his distribution in any of the
following forms:
(i) total or partial distribution of his Accounts in a lump sum. Any
portion of his Accounts not distributed in a lump sum may be distributed in
accordance with any of the options described in Section 8.02(b)(ii),
8.02(b)(iii) or 8.02(b)(iv) below; or
(ii) monthly or annual installment payments from his Accounts as
follows:
(A) Installment payments shall be redetermined annually on the
anniversary of the Participant's Settlement Date.
(B) If the Participant dies while any installment remains unpaid, the
Participant's Beneficiary shall receive the remainder of the Participant's
Accounts in a lump sum unless the Beneficiary elects to continue the
installment payments.
(C) During the period that installment payments are being made, the
Participant's Accounts shall be invested in accordance with the Participant's
election that was in effect immediately prior to the date payments commenced.
(D) Notwithstanding the foregoing, the number of installment payments
payable to the Participant may not exceed the greater of (1) the Participant's
life expectancy, or (2) if the Beneficiary is the Participant's Spouse, the
joint and last life expectancy of the Participant and his Beneficiary, and
must be in at least two annual installments or 24 monthly installments.
<PAGE>
(E) Provided the Participant received at least the minimum number of
installments described in Section 8.02(b)(ii)(D), as of the end of any month,
the Participant (or, if applicable, the Beneficiary) may elect to receive the
remaining balance in the Participant's Accounts in a lump sum;
(iii) transfer of the value of his Accounts on his Settlement Date to
the CSC Outsourcing Inc. Hourly Pension Plan for the purpose of providing
additional retirement benefits thereunder. Such additional retirement
benefits shall be equal to the actuarial equivalent of the value of his
Accounts on the transfer date based on the actuarial assumptions being used in
the CSC Outsourcing Inc. Hourly Pension Plan; or
(iv) payment to an insurance company equal to the value of his Accounts
on his Severance from Service Date to purchase an annuity.
(c) Subject to the restrictions specified in Section 8.06, if the
Participant dies prior to distribution of his Accounts, his Beneficiary may
elect to receive the value of his Accounts in either of the forms of
distribution described in Section 8.02(a), 8.02(b)(i) or 8.02(b)(ii).
(d) In the event that the Participant incurs a Disability prior to
distribution of his Accounts, he may elect to receive his Accounts in any of
the forms of distribution specified in Section 8.02(a), 8.02(b)(i),
8.02(b)(ii) or 8.02(b)(iv).
(e) In the event that the Participant's employment is terminated by
reason of involuntary entry into military service or layoff for four
consecutive weeks, the Participant may elect to receive his Accounts in any of
the forms of distribution specified in Section 8.02(a) or 8.02(b).
8.03 Method of Payment
(a) According to the Participant's election, his taxable distribution
under this Article 8 or under Section 7.01, provided that it is an eligible
rollover distribution, shall be paid in accordance with one of the following
methods:
(i) the total distribution shall be paid directly to the Participant;
or
(ii) If the distribution exceeds $200:
(A) all of the distribution (or, alternatively, a portion of the
distribution if such distribution exceeds $500), which is an eligible rollover
distribution shall be transferred directly to an eligible retirement plan that
accepts eligible rollovers; and
(B) the balance of the distribution, if any, shall be paid directly
to the Participant.
<PAGE>
(b) Not less than 30 days or more than 90 days prior to the date benefits
are to commence in accordance with either Section 7.01, Section 8.04 or
Section 8.06, the Company shall provide the Participant with an election form
and a notice that satisfies the requirements of Section 1.411(a)-11(c) of the
Income Tax Regulations and Code Section 402(f). In the event the Participant
does not return the signed election form by the date benefits are to commence,
he shall be deemed to have elected the option described in Section 8.03(a)(i).
(c) Notwithstanding the foregoing, distributions may commence less than
30 days after the material described in Section 8.03(b) is given to the
Participant provided that:
(i) the Participant is notified that he has the right to a period of
at least 30 days after receipt of the material to consider whether or not to
elect a distribution; and
(ii) after receipt of such notification, he affirmatively elects to
receive a distribution.
For the purposes of this Section 8.03, "eligible rollover distribution" and
"eligible retirement plan" are defined in Section 11.06.
8.04 Distribution Upon Retirement, Termination or Disability
Except as provided for in Section 8.06, upon retirement, termination or
Disability, a Participant may elect to commence distributions as soon as
administratively feasible after the Valuation Date that next follows either:
(a) The date he retires, terminates or incurs a Disability;
(b) The date he makes a written election to take his distribution but in
no event later than the date specified in Section 8.07; or
(c) Attainment of age 70 1/2.
8.05 Distribution Upon Death
Upon the Participant's death prior to commencement of benefits, his
Beneficiary may elect to commence distribution as soon as administratively
feasible after any Valuation Date that next follows the Participant's date of
death but in no event later than either Section 8.05(a) or 8.05(b) below:
(a) if the Beneficiary is not the Participant's spouse, the December 31
of the calendar year following the calendar year in which the Participant
dies; or
(b) if the Beneficiary is the Participant's spouse, the later of the
December 31 of the calendar year in which the Participant would have attained
age 70 1/2 or the December 31 following the calendar year in which the
Participant dies.
<PAGE>
(c) A spouse Beneficiary may elect to be paid in accordance with either
of the methods of payment described in Section 8.03, except that in the event
the spouse elects the method described in Section 8.03(a)(ii), the
distribution can only be transferred directly to an individual retirement
account or an individual retirement annuity. A non-spouse Beneficiary shall
be paid in accordance with the method of payment described in Section
8.03(a)(i). For the purposes of this Section 8.05(c), "Beneficiary" shall
replace "Participant" in each place that "Participant" appears in Section
8.03.
Notwithstanding the foregoing, in the event the Participant has no surviving
spouse and no designated Beneficiary, distribution of the Participant's
Accounts must be made on or before the December 31 of the fifth full calendar
year following the Participant's death.
8.06 Small Payments
Notwithstanding the provisions of Sections 8.04 and 8.05, whichever is
applicable, in the event the total Vested Portion of a Participant's Accounts
amounts to $3,500 or less, distribution of such Accounts shall be made in a
lump sum as soon as administratively feasible after the Valuation Date that
next follows the date an event in Section 8.04 or 8.05 occurs.
8.07 Minimum Required Distributions
(a) Notwithstanding anything to the contrary contained in this Article 8,
unless the Participant elects otherwise, in no event can distribution of the
Vested Portion of a Participant's Accounts occur later than 60 days after the
close of the Plan Year in which occurs the later of (i) the Participant's
termination of employment, or (ii) the 65th anniversary of the Participant's
birth.
(b) In no event, however, shall the provisions of this Article 8 operate
so as to allow the distribution of a Participant's Accounts to begin later
than the April 1 following the calendar year in which the Participant attains
age 70 1/2. Notwithstanding the foregoing,distributions to a Participant shall
not be required until the April 1 following the calendar year in which he
retires if (i) he does not own more than 5% of the outstanding stock of the
Company (or stock possessing more than 5% of the total combined voting power
of all Company stock, a "5% owner"), and (ii) he attained age 70 1/2 prior to
January 1, 1988.
(c) In the event that a Participant is required to begin receiving
payments while in service under the provisions of Section 8.07(b), the
Participant may elect to receive payments while in service in accordance with
Section 8.07(c)(i) or 8.07(c)(ii) as follows:
(i) A Participant may receive a single lump-sum payment on or before
the Participant's required beginning date equal to his entire Account balances
and annual lump-sum payments thereafter of amounts accrued during each
calendar year; or
<PAGE>
(ii) A Participant may receive annual payments of the minimum amount
necessary to satisfy the minimum distribution requirements of Code Section
401(a)(9). Such minimum amount shall be determined on the basis of the joint
life expectancy of the Participant and his Beneficiary. Such life expectancy
shall not be recalculated. The minimum distribution amount shall be allocated
among the Funds in proportion to the value of the Participant's Accounts as of
the date of each withdrawal.
A Participant shall make an election under this Section 8.07(c) by giving
written notice to the Company within the 90-day period prior to his required
beginning date. The commencement of payments under this Section 8.07(c) shall
not constitute an annuity starting date for purposes of Code Sections 72,
401(a)(11) and 417. Upon the Participant's subsequent termination of
employment, payment of the Participant's Accounts shall be made in accordance
with the provisions of Section 8.02. In the event that a Participant fails to
make an election under this Section 8.07(c), payment shall be made in
accordance with Section 8.07(c)(ii) above.
8.08 Status of Accounts Pending Distribution
The Accounts of a Participant who has elected to defer all or a part of his
distribution shall continue to be invested as provided under Section 4.02.
8.09 Proof of Death and Right of Beneficiary or Other Person
The Company may require and rely upon such proof of death and such evidence of
the right of any Beneficiary or other person to receive the value of the
Accounts of a deceased Participant as the Company may deem proper, and its
determination of death and of the right of that Beneficiary or other person to
receive payment shall be made in accordance with Section 9.09.
8.10 Failure to Locate Recipient
In the event that the Company is unable to locate a Participant or Beneficiary
who is entitled to payment under the Plan within five years from the date such
payment was to have been made, the amount to which such Participant or
Beneficiary was entitled shall be declared a forfeiture and shall be used to
reduce future Company Matching Contributions to the Plan. If the Participant
or Beneficiary is later located, the benefit that was previously forfeited
hereunder shall be restored by means of additional Company Matching
Contributions to the Plan or, in the event of the Plan's prior termination, by
the Company.
8.11 Distribution Limitation
Notwithstanding any other provision in this Article 8, all distributions from
the Plan shall conform to the regulations issued under Code Section 401(a)(9),
including the incidental death benefit provisions of Code Section
401(a)(9)(G). Further, such regulations shall override any Plan provision
that is inconsistent with Code Section 401(a)(9).
<PAGE>
Article 9. Administration of the Plan
9.01 Administration
(a) The Plan shall be administered by the Administrative Committee (the
"Committee"), which shall consist of at least five members.
(b) The Committee shall resolve all questions relating to the
interpretation of the Plan, the eligibility of Employees to participate and
the amount of benefits payable in each individual case, as well as questions
relating to the financial aspects of the Plan.
(c) The Committee shall have the sole power, duty and responsibility to
direct the administration of the Plan in accordance with the provisions
herein. The Committee shall have the authority to appoint recordkeepers,
Certified Public Accountants, investment counsellors, trustees, attorneys and
other experts, and may delegate responsibility to these experts whenever
necessary to enable the Committee to carry out its assigned duties under the
Plan.
(d) All decisions of the Committee as to the facts of any case or the
meaning and intent of any of the provisions of the Plan or of any ruling or
regulation and its application to any case shall be final, subject to any
appeal in accordance with Section 9.09.
9.02 Individual Accounts
The Committee shall maintain, or cause to be maintained, records showing the
individual balances in each Participant's Accounts. However, maintenance of
those records and Accounts shall not require any segregation of the Funds.
9.03 Action of Majority
Any act that the Company authorizes or requires the Committee to do may be
done by a majority of its members. The action of that majority expressed from
time to time by a vote at a meeting, whether in person or by conference call,
or in writing without a meeting, shall constitute the action of the Committee
and shall have the same effect for all purposes as if assented to by all
Committee members.
9.04 Compensation and Bonding
No Employee of the Company or Committee member shall receive any compensation
from the Plan for his services as such. The Committee shall purchase such
bonds as may be required under ERISA.
9.05 Prudent Conduct
The Committee shall use that degree of care, skill, prudence and diligence
that a prudent person acting in a like capacity and familiar with such matters
would use in his conduct of a similar situation.
<PAGE>
9.06 Service in More Than One Fiduciary Capacity
Any individual, entity or group of persons may serve in more than one
fiduciary capacity with respect to the Plan and/or the Funds.
9.07 Indemnification
The Committee, the Board of Directors and the officers, Employees and agents
of the Company and any Affiliated Employer shall be indemnified against any
and all liabilities arising by reason of any act or failure to act in relation
to the Plan or the Funds, including, without limitation, expenses reasonably
incurred in the defense of any claim relating to the Plan or the Funds, and
reasonable amounts paid in any compromise or settlement relating to the Plan
or the Funds, except for actions or failures to act made in bad faith.
9.08 Expenses of Administration
All expenses that arise in connection with the administration of the Plan,
including, but not limited to, the compensation of the Trustee, administrative
expenses, proper charges and disbursements of the Trustee, and compensation
and other expenses and charges of any counsel, recordkeeper, accountant,
specialist or other person employed by the Company in connection with the
administration of the Plan shall be paid from the trust fund to the extent not
paid by the Company.
9.09 Claims Procedures
(a) If any Participant or Beneficiary makes a written claim for benefits
under the Plan and such benefits are denied, the Committee, within 90 days of
the date the claim is filed (or, if special circumstances require an extension
of time for processing the claim and written notice is given to the claimant
of such extension, and such notice describes the circumstances requiring the
extension and the date the Committee expects to render a final decision, up to
180 days after the original claim is filed), shall give the claimant written
notice of the denial of claimed benefits, setting forth specific reasons for
the denial, references to pertinent Plan provisions, the reason for and
description of any additional material or information needed to perfect the
claim and an explanation of the review procedure.
(b) The decision of the Committee shall be final unless the claimant,
within 60 days after receipt of notice of the Committee's decision, submits a
written request for review of the decision. The claimant or his authorized
representative shall have 30 days after submitting a written request for
review during which Plan documents may be reviewed and written issues and
comments may be submitted. Within 60 days after receipt of the written
request for review, the Committee shall issue a written decision, including
reasons for the decision and references to controlling Plan provisions. Such
decision shall be final.
<PAGE>
Article 10. Management of the Funds
10.01 Trust Agreement
The Funds shall be held by a Trustee appointed from time to time by the
Committee under a trust agreement adopted, or as amended, by the Committee for
use in providing the benefits of the Plan and paying its expenses not paid
directly by the Committee. The Committee shall have no liability for the
administration of the Funds held by the Trustee.
10.02 Exclusive Benefit Rule
Except as otherwise provided in the Plan, no part of the corpus or income of
the Funds shall be used for or diverted to purposes other than for the
exclusive benefit of Participants and other persons entitled to benefits under
the Plan. No person shall have any interest in or right to any part of the
earnings of the Funds, or any right in or to any part of the assets held under
the Plan, except as and to the extent expressly provided for in the Plan.
Article 11. General Provisions
11.01 Nonalienation
Except as required by any applicable law, no benefit under the Plan shall in
any manner be anticipated, assigned or alienated, and any attempt to do so
shall be void. However, payment shall be made in accordance with the
provisions of any judgment, decree or order which:
(a) creates for, or assigns to, a spouse, former spouse, child or other
dependent of a Participant the right to receive all or a portion of the
Participant's benefits under the Plan for the purpose of providing child
support, alimony payments or marital property rights to that spouse, child or
dependent;
(b) is made pursuant to a state domestic relations law;
(c) does not require the Plan to provide any type of benefit, or any
option, not otherwise provided under the Plan; and
(d) otherwise meets the requirements of Code Section 206(d) or 414(p), as
amended, as a "qualified domestic relations order," as determined by the
Company.
Any distribution due an alternate payee under a qualified domestic relations
order may be made as soon as practicable following the earliest date specified
in such order, or as otherwise permitted under such order pursuant to an
agreement between the Plan and the alternate payee; however, if the amount of
the distribution exceeds $3,500, the alternate payee must consent to the
distribution, if required in accordance with IRS regulations. At the time
benefits become payable to the alternate payee, such alternate payee shall
have the right to be make a direct rollover in accordance with Section 11.06
provided the alternate payee is the Participant's current or former spouse.
<PAGE>
11.02 Conditions of Employment Not Affected by the Plan
The establishment of the Plan shall not confer any legal rights upon any
Employee or other person for a continuation of employment, nor shall it
interfere with the rights of the Company to discharge any Employee and to
treat him without regard to the effect which that treatment might have upon
him as a Participant or potential Participant in the Plan.
11.03 Facility of Payment
If the Committee finds that a Participant or other person entitled to a
benefit is unable to care for his affairs because of illness or accident or is
a minor, the Committee may direct that any benefit due him, unless a claim
shall have been made for the benefit by a duly appointed legal representative,
be paid to his spouse, a child, a parent or other blood relative, or to a
person with whom he resides. Any payment so made shall be a complete
discharge of the liabilities of the Plan for that benefit.
11.04 Information
Each Participant, Beneficiary or other person entitled to a benefit, before
any benefit is payable to him or on his account under the Plan, shall file
with the Committee the information that it requires to establish his rights
and benefits under the Plan.
11.05 Voting of Company Stock and Other Instructions by Participants
Before each annual or special meeting of the shareholders, the Company shall
cause to be sent to each Participant who has invested any part of his Accounts
in the company's stock fund the proxy statement and any related materials that
are sent to the registered shareholders. Each Participant shall have the
right to instruct the Trustee confidentially (in writing on the prescribed
form) with respect to the voting at such meeting of the shares of Company
stock that were allocated to the Participant's Accounts as of the Valuation
Date immediately preceding the record date for such meeting. Such
instructions shall be submitted to the Trustee by the date specified by the
Company and, once received by the Trustee, shall be irrevocable. Under no
circumstances shall the Trustee permit any Participating Company, Affiliated
Employer or any officer, Employee or representative thereof to see any voting
instructions that the Trustee receives from a Participant.
11.06 Eligible Rollover Distributions
Notwithstanding any provision of the Plan to the contrary that would otherwise
limit a distributee's election under this Section 11.06, a distributee may
elect, at the time and in the manner prescribed by the Company, and in
accordance with Section 8.03, to have an eligible rollover distribution paid
directly to an eligible retirement plan specified by the distributee in a
direct rollover. The following definitions apply to the terms used in this
Section 11.06 and, where applicable, to the terms used in Section 8.03:
(a) "Eligible rollover distribution" means any distribution of all or any
portion of the balance to the credit of the distributee, except that an
eligible rollover distribution does not include: any distribution that is one
of a series of
<PAGE>
substantially equal periodic payments (not less frequently than annually) made
for the life (or life expectancy) of the distributee or the joint lives (or
joint life expectancies) of the distributee and the distributee's designated
beneficiary, or for a specified period of ten years or more; any distribution
to the extent such distribution is required under Code Section 401(a)(9) and
the portion of any distribution that is not includible in gross income
(determined without regard to the exclusion for net unrealized appreciation
with respect to employer securities).
(b) "Eligible retirement plan" means an individual retirement account
described in Code Section 408(a), an individual retirement annuity described
in Code Section 408(b), an annuity plan described in Code Section 403(a), or a
qualified trust described in Code Section 401(a), that accepts the
distributee's eligible rollover distribution. However, in the case of an
eligible rollover distribution to the surviving spouse, an eligible retirement
plan is an individual retirement account or individual retirement annuity.
(c) "Distributee" includes an Employee or former Employee. In addition,
the Employee's or former Employee's surviving spouse and the Employee's or
former Employee's spouse or former spouse who is the alternate payee under
qualified domestic relations order, as defined in Code Section 414(p), are
distributees with regard to the interest of the spouse or former spouse.
(d) "Direct rollover" means a payment by the plan to the eligible
retirement plan specified by the distributee.
11.07 Top-Heavy Provisions
(a) For purposes of this Section 11.07, the Plan shall be "top-heavy"
with respect to any Plan Year if, as of the applicable determination date, the
top-heavy ratio exceeds 60%. The top-heavy ratio shall be determined as of
the applicable Valuation Date in accordance with Code Sections 416(g)(3) and
416(g)(4) and Article 5 of the Plan, and shall take into account any
contributions made after the applicable Valuation Date but before the last day
of the Plan Year in which the applicable Valuation Date occurs. For purposes
of determining whether the Plan is top-heavy, the Account balances under the
Plan shall be combined with the account balances or the present value of
accrued benefits under each other qualified plan in the required aggregation
group and, at the Committee's discretion, may be combined with the account
balances or the present value of accrued benefits under any other qualified
plan in the permissive aggregation group.
(b) The following provisions shall be applicable to Participants for any
Plan Year with respect to which the Plan is top-heavy:
<PAGE>
(i) In lieu of the vesting requirements specified in Section 6.02, a
Participant shall be vested in, and have a nonforfeitable right to his Company
Matching Account in accordance with the following schedule:
<TABLE>
<CAPTION>
Completed Years Nonrefundable
of Service Percentage
--------------- -------------
<S> <C>
Less than 2 years 0%
2 but less than 3 20%
3 but less than 4 40%
4 but less than 5 60%
5 or more years 100%
</TABLE>
provided that in no event shall the vested portion of his Company Matching
Account be less than the Vested Portion Determined in accordance with Section
6.02.
(ii) An additional Company Contribution shall be allocated on behalf of
each Participant (and each Employee eligible to become a Participant) who is a
non-key employee and who has not separated from service as of the last day of
the Plan Year, to the extent that the contributions made on his behalf under
Sections 3.02 and 3.07 for the Plan Year would otherwise be less than 3% of
his remuneration. However, if the greatest percentage of remuneration
contributed on behalf of a key employee under Sections 3.02 and 3.07 for the
Plan Year would be less than 3%, that lesser percentage shall be substituted
for "3%" in the preceding sentence. Notwithstanding the foregoing provisions
of this Section 11.07(b)(i), no minimum contribution shall be made under the
Plan with respect to a Participant (or an Employee eligible to become a
Participant) if the required minimum benefit under Code Section 416(c)(1) is
provided to him by any other qualified pension plan of a Participating Company
or an Affiliated Employer. For the purposes of this Section 11.07(b)(i),
"remuneration" has the same meaning as set forth in Section 3.10(c) and shall
not exceed the Annual Dollar Limit for any Plan Year.
(iii) The multiplier "1.25" in Sections 3.10(e)(i)(B)(1) and
3.10(e)(ii)(B)(1) shall be reduced to "1.0."
(c) The following definitions apply to the terms used in this Section
11.07:
(i) "Applicable determination date" means the last day of the later of
the first Plan Year or the preceding Plan Year.
(ii) "Applicable Valuation Date" means the Valuation Date coincident
with the last day of the preceding Plan Year. Where two or more plans are
<PAGE>
aggregated and they do not have the same Plan Year, the applicable Valuation
Date for each plan shall be such date for each plan which falls within the
same calendar year.
(iii) "Key employee" means an employee who is in a category of employees
determined in accordance with the provisions of Code Sections 416(i)(1) and
416(i)(5) and any regulations thereunder, and where applicable, on the basis
of the Employee's remuneration (as defined in Section 3.10(c)) from a
Participating Company or an Affiliated Employer.
(iv) "Non-key employee" means any Employee who is not a key employee.
(v) "Permissive aggregation group" means each qualified plan in the
required aggregation group and any other qualified plan(s) of a Participating
Company or an Affiliated Employer in which all members are non-key employees
if the resulting aggregation group continues to meet the requirements of Code
Section 401(a)(4) and 410.
(vi) "Required aggregation group" means each qualified plan of a
Participating Company or an Affiliated Employer in which there are
participants who are key employees or which enables the Plan or any other such
plan to meet the requirements of Code Section 401(a)(4) or 410.
(vii) "Top-heavy ratio" means the ratio of (A) the value of the
aggregate of the Accounts under the Plan for key employees to (B) the value of
the aggregate of the Accounts under the Plan for all key employees and non-key
employees. (Where the "top-heavy ratio" is being determined for a defined
benefit plan that is part of the required or permissive aggregation group,
"present value of accrued benefits" shall be substituted for "Accounts" in
this definition.) In the determination of the top-heavy ratio for a Plan
Year, distributions made during the five-year period ending on the
determination date shall be taken into account, and the Account balance(s) of
Participants who have not performed services for a Participating Company or an
Affiliated Employer during the five-year period ending on the determination
date shall not be taken into account.
11.08 Construction
(a) The Plan shall be construed, regulated and administered under ERISA,
the Code and the laws of the State of California to the extent not preempted
by ERISA and the Code.
(b) The masculine pronoun shall mean the feminine wherever appropriate,
and the feminine pronoun shall mean the masculine whenever appropriate.
<PAGE>
(c) The titles and headings of the articles and sections in the Plan are
for convenience only. In the case of ambiguity or inconsistency, the text
rather than the titles or headings shall control.
Article 12. Amendment, Merger and Termination
12.01 Amendment of the Plan
The Board of Directors reserves the right at any time and from time to time,
and retroactively if deemed necessary or appropriate, to amend in whole or in
part any or all of the provisions of the Plan, except as otherwise provided by
law. However, no amendment shall make it possible for any of the Funds to be
used for or diverted to purposes other than for the exclusive benefit of
persons entitled to benefits under the Plan, except as otherwise provided by
law. No amendment shall be made which has the effect of decreasing the
balance of the Accounts of any Participant or of reducing the nonforfeitable
percentage of the balance of the Accounts of a Participant below the
nonforfeitable percentage computed under the Plan as in effect on the date on
which the amendment is adopted or, if later, the date on which the amendment
becomes effective.
12.02 Merger or Consolidation
The Plan may be merged with another qualified plan at the discretion of the
Board of Directors and subject to any applicable legal requirements. However,
the Plan may not be merged or consolidated with, and its assets or liabilities
may not be transferred to, any other plan unless each person entitled to
benefits under the Plan would, if the resulting plan were then terminated,
receive a benefit immediately after the merger, consolidation or transfer
which is equal to or greater than the benefit he would have been entitled to
receive immediately before the merger, consolidation or transfer if the Plan
had then terminated.
12.03 Acquisitions and Additional Participating Companies
If any company is or becomes a subsidiary of or associated with the Company,
the Board of Directors may include the employees of that subsidiary or
associated company as Participants in the Plan upon appropriate action by the
Board of Directors and by that subsidiary or company. In that event, or if
any persons become Employees of the Company as the result of merger or
consolidation or as the result of acquisition of all or part of the assets or
business of another company, the Committee shall determine to what extent, if
any, previous service with the subsidiary, associated company or prior company
shall be recognized under the Plan, but subject to the continued qualification
of the trust for the Plan as tax-exempt under the Code.
12.04 Termination of the Plan
The Board of Directors may terminate the Plan or completely discontinue
contributions under the Plan for any reason and at any time. In case of
termination or partial termination of the Plan, or complete discontinuance of
Company contributions to the Plan, the rights of affected Employees to their
Accounts under the Plan as of the date of
<PAGE>
the termination or discontinuance shall be nonforfeitable. The total amount
in each Employee's Accounts shall be distributed, as the Committee directs, to
him or for his benefit or continued in trust for his benefit.
<PAGE>
Execution of the Plan
CSC Outsourcing Inc. Hourly Savings Plan is hereby executed this first day of
December, 1993.
By: /s/ LEON J. LEVEL By: /s/HAYWARD D. FISK
----------------- ------------------
Leon J. Level Hayward D. Fisk
<PAGE>
SUPPLEMENT TO
THE CSC OUTSOURCING INC.
HOURLY SAVINGS PLAN
This Supplement to the Computer Sciences Corporation TMD Hourly Savings Plan
(the "Plan"), which shall be considered to be a part of the Plan, lists the
Unions participating in the Plan and sets forth the alternative provisions
that pertain to the individual collective bargaining agreements between
Computer Sciences Corporation and such Unions. In the event no alternative
provision is listed, the basic provisions of the Plan shall be in effect.
OPEIU Local No. 277
- -------------------
Alternative Provisions:
After-Tax Contributions (Section 3.01(a))
Additional unmatched After-Tax Contributions (Section 3.01(b))
Investment Option 8 is not available (Section 4.02(a))
Marine Draftsmen's Association -- (MDA-UAW) Local 571
- -----------------------------------------------------
Alternative Provisions:
Matched After-Tax Contributions (Section 3.01(a)) Effective January 1,
1994
Investment Option 8 is not available (Section 4.02(a))
Effective January 1, 1994, Additional unmatched After-Tax Contributions
(Section 3.01(b))
Metal Trades Council of New London (MTC)
- ----------------------------------------
Alternative Provisions:
Matched After-Tax Contributions (Section 3.01(a))
Additional unmatched After-Tax Contributions (Section 3.01(b))
Investment Option 8 is not available (Section 4.02(a))
Professional, Technical and Clerical Employees Union Local (IBT) Local 986
- --------------------------------------------------------------------------
Alternative Provisions:
Pre-Tax Contributions (Section 3.02(a))
Company Matching Contributions invested only in Fund D (Section 4.02(b))
Annual reallocations (Section 4.05(a))
Repayments invested only in Fund D (Section 6.03(c))
Hardship withdrawals (Section 7.01(c))
Loans (Section 7.02)
International Association of Machinist's and Aerospace Workers(IAM) Local 1980
- ------------------------------------------------------------------------------
Alternative Provisions:
Pre-Tax Contributions (Section 3.02(a))
Company Matching Contributions invested only in Fund D (Section 4.02(b))
Annual reallocations (Section 4.05(a))
Repayments invested only in Fund D (Section 6.03(c))
<PAGE>
Hardship withdrawals (Section 7.01(c))
Loans (Section 7.02)
International Association of Machinist's and Aerospace Workers(IAM) Local 1125
- ------------------------------------------------------------------------------
Alternative Provisions:
Matched After-Tax Contributions (Section 3.01(a))
Additional unmatched After-Tax Contributions (Section 3.01(b))
Investment Option 8 is not available (Section 4.02(a))
Engineers and Architects Association -- San Diego Chapter (EAA)
- ---------------------------------------------------------------
Alternative Provisions:
After-Tax Contributions (Section 3.01(a))
Additional unmatched After-Tax Contributions (Section 3.01(b))
Investment Option 8 is not available (Section 4.02(a))
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
relating to the CSC Outsourcing, Inc. Hourly Savings Plan of Computer Sciences
Corporation on Form S-8 of our reports dated May 26, 1995 and June 2, 1995,
appearing in the Annual Report on Form 10-K of Computer Sciences Corporation
for the fiscal year ended March 31, 1995, and in the Annual Report on Form 11-
K of the CSC Outsourcing, Inc. Hourly Savings Plan for the year ended December
31, 1994, respectively, and to the reference to us under the heading "Experts"
in the prospectus, which is part of this Registration Statement.
/s/DELOITTE & TOUCHE LLP
Los Angeles, California
February 6, 1996
