PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT

The Company hereby grants to the Employee, and the Employee hereby accepts, a restricted stock unit redeemable by the delivery of shares of Common Stock, together with Dividend Equivalents (as hereinafter defined) to the Employee (or after the Employee's death, the beneficiary designated by the Employee for such purpose), which restricted stock unit shall be subject to all of the terms and conditions set forth in this Agreement, including, without limitation, those set forth in Schedule “RSU6-2PS” attached hereto and incorporated herein by this reference (the “RSU” and sometimes referred to herein as the “Replacement Grant”).  The Committee has designated the RSU as a "Performance-Based Award" under the Plan.

The number of shares of Common Stock to be delivered upon redemption of the RSU ("RSU Shares") shall be between 0% and 200%, inclusive, of «Shares_Granted_x»  shares (the "Target Shares") and, except as otherwise provided in this Agreement, shall be determined by the Committee pursuant to Appendix A to this Agreement based on the Company's performance during FY2010 ("Fiscal Year 1") and FY2011 ("Fiscal Year 2").

Except as otherwise provided in this Agreement, the RSU shall be redeemed on the earlier of (a) the third Trading Day (as hereinafter defined) after the date upon which the Company files with the U.S. Securities and Exchange Commission the Company's Annual Report on Form 10-K for Fiscal Year 2, or (b)  March 15 of the calendar year following the calendar year in which Fiscal Year 2 ends (the "Scheduled Redemption Date").

The term “Dividend Equivalents” shall mean, with respect to each RSU Share being delivered by the Company upon redemption of the RSU, or cancelled by the Company in payment of withholding taxes, an amount in cash equal to the aggregate amount of all regular cash dividends paid on a share of Common Stock during the period between the Grant Date and the date of such redemption or cancellation, together with interest thereon at the rate credited to amounts deferred under the Company’s Deferred Compensation Plan, as such rate may be changed from time to time.

The term "Trading Day" means a day that the principal United States national securities exchange on which the Common Stock is listed or admitted to trading is open.

In consideration of the receipt of the Replacement Grant, the Employee waives all rights under, and agrees to the cancellation of, the Prior Grant.

(a)   Certain Definitions .  For purposes of this Agreement, the following terms shall have the following meanings:

(i)   “Redemption Date” shall mean, with respect to each RSU Share, the date upon which the RSU was redeemed by the delivery of such RSU Share to the Employee or the date upon which such RSU Share was cancelled in payment of Taxes (as hereinafter defined).

(ii)   “Measurement Period” shall mean, with respect to each Redemption Date, the period set forth in Section 1(c)(i) or (ii) hereof, respectively.

(iii)   The “Fair Market Value” of an RSU Share on any date shall be equal to the last sale price, regular way, of a share of Common Stock on such date (or in case the principal United States national securities exchange on which the Common Stock is listed or admitted to trading is not open on such date, the next preceding date upon which it is open), or in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on such securities exchange.

(b)   Refund of Stock Value .  If any of the events set forth in Section 1(c)(i) or (ii) hereof shall occur during the Measurement Period for any Redemption Date, then the Employee shall immediately deliver to the Company an amount in cash equal to the aggregate Fair Market Value, determined as of such Redemption Date, of all RSU Shares which were delivered to the Employee or cancelled in payment of Taxes on such Redemption Date.

(c)   Triggering Events .  The events referred to in Section 1(b) hereof are as follows:

(i)   Competing With the Company after Voluntary Termination of Employment and Prior to Six Months after a Redemption Date .  The Employee participating, as a director, officer, employee, agent, consultant or greater than 5% equityholder (collectively, “Participating”), in any of the following during the period of time commencing on the date upon which the Employee's status as a full-time employee of the Company or its affiliates is voluntarily terminated (the “Voluntary Employment Termination Date”), there being a presumption that any termination of employment is voluntary, and continuing until six months after a Redemption Date (for the purpose of such event, and with respect to each such Redemption Date, the “Measurement Period”):

(A)   Participating in any manner in any enterprise that competes with, or is becoming a competitor of, the Company (if the Employee is a Corporate Employee) or any operating business unit of the Company in which the Employee has been employed within one year prior to the Voluntary Employment Termination Date (if the Employee is not a Corporate Employee) in any city in which the Company or such business unit, respectively, provides services or products on the Voluntary Employment Termination Date; or

(B)   Participating in any other organization or business, which organization or business, or which Participation therein, is or is becoming otherwise prejudicial to or in conflict with the interests of the Company.

(ii)   Engaging in Certain Activities after Voluntary or Involuntary Termination of Employment and Prior to One Year after a Redemption Date .  The Employee engaging in any of the following activities during the period of time commencing on the date upon which the Employee's status as a full-time employee of the Company or its affiliates is voluntarily or involuntarily terminated (the “Employment Termination Date”) and continuing until one year after a Redemption Date (for the purpose of such events, and with respect to each such Redemption Date, the “Measurement Period”):

(A)   Solicitation of Customers or Prospective Customers .  Directly or indirectly soliciting any of the following with respect to any of the services or products that the Company or any of its affiliates then provide to customers:

(1)   any person or entity that the Employee knew to be a customer of the Company or any of its affiliates; or

(2)   any person or entity whose business the Employee solicited on behalf of the Company or its affiliates during the one-year period preceding the Employment Termination Date.

(B)   Solicitation or Hiring of Employees .  Directly or indirectly soliciting or hiring any person who then is an employee of the Company or any of its affiliates.

(C)   Disclosure of Confidential Information .  Use, or disclosure, communication or delivery to any person or entity, of any confidential business information or trade secrets that the Employee obtained during the course of his or her employment with the Company or any of its affiliates (collectively, “Confidential Information”).  Confidential Information includes, without limitation, the following:

(1)   non-public financial information;

(2)   non-public operational information, including, without limitation, information relating to business or market strategies, pricing policies and methodologies, research and development plans, or the introduction of new services or products;

(3)   information regarding employees, including, without limitation, names, addresses, contact information and compensation;

(4)   information regarding customers and suppliers, including, without limitation, names, addresses, contact information and requirements, and the terms and conditions of the business arrangements with such customers and suppliers;

(5)   information regarding potential acquisitions or dispositions of businesses or products; and

(6)   information relating to proprietary technological or intellectual property, or the operational or functional features or limitations thereof.

(d)   Release of Forfeiture Obligations .

(i)   Notwithstanding the foregoing, the Employee shall be released from (A) all of his or her obligations under Section 1(b) hereof in the event that a Change of Control (as hereinafter defined) occurs within three years prior to the Employment Termination Date, and (B) some or all of his or her obligations under Section 1(b) hereof in the event that the Committee (if the Employee is an executive officer of the Company) or the Company's Chief Executive Officer (if the Employee is not an executive officer of the Company) shall determine, in their respective sole discretion, that such release is in the best interests of the Company.

(ii)   “Change in Control” shall mean the consummation of a “change in the ownership” of Computer Sciences Corporation, a “change in effective control” of Computer Sciences Corporation or a “change in the ownership of a substantial portion of the assets” of Computer Sciences Corporation, in each case, as defined in Section 409A of the U.S. Internal Revenue Code and the regulations thereunder.

(e)   Effect on Other Rights and Remedies .  The rights of the Company set forth in this Section 1 shall not limit or restrict in any manner any rights or remedies which the Company or any of its affiliates may have under law or under any separate employment, confidentiality or other agreement with the Employee or otherwise with respect to the events described in Section 1(c) hereof.

(f)   Reasonableness .  The Employee agrees that the terms and conditions set forth in this Agreement are fair and reasonable and are reasonably required for the protection of the interests of the Company.  If, however, in any judicial proceeding any provision of this Agreement is found to be so broad as to be unenforceable, the Employee and the Company agree that such provision shall be interpreted to be only so broad as to be enforceable.

(a)   Termination of Employment at Age 62 or Older Other than for Cause with at least 10 Years of Service; Approved Termination .

(i)   If, prior to the redemption of the RSU in full:

(A)   the Emp