0000023082-06-000117 Sample Contracts

AMENDED AND RESTATED RIGHTS AGREEMENT dated as of August 4, 2006 by and between COMPUTER SCIENCES CORPORATION and MELLON INVESTOR SERVICES, as Rights Agent
Rights Agreement • August 9th, 2006 • Computer Sciences Corp • Services-computer integrated systems design • Nevada

This Amended and Restated Rights Agreement ("Agreement"), which is made and entered into as of the 4th day of August, 2006 by and between Computer Sciences Corporation, a Nevada corporation (the "Company"), and Mellon Investor Services (the "Rights Agent"), amends and restates in its entirety the Rights Agreement dated as of February 18, 1998, as amended and restated as of February 24, 2005.

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COMPUTER SCIENCES CORPORATION RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • August 9th, 2006 • Computer Sciences Corp • Services-computer integrated systems design • California

This Restricted Stock Unit Agreement ("Agreement") is made and entered into as of the date indicated on the signature page hereto (the "Grant Date") by and between Computer Sciences Corporation, a Nevada corporation (the "Company"), and the non-employee director of the Company executing this Agreement (the "Director").

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