8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
December 23, 2008

Affiliated Computer Services, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-12665	51-0310342
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2828 North Haskell Avenue
Dallas, Texas 75204
(Address of principal executive offices, including zip code)

(214) 841-6111
(Registrant’s telephone number including area code)

Not Applicable
(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-10.1

EX-10.2

EX-10.3

EX-10.4

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements of Certain Officers.

On December 23, 2008, Chairman Darwin Deason (the “Chairman”) agreed, at the request of Affiliated Computer Services, Inc. (the “Company”), to amend the Supplemental Executive Retirement Agreement dated December 1998, between the Chairman and the Company, as amended in August 2003 and June 2005 (the “Agreement”), in order to ensure that the Agreement will comply with Section 409A of the Internal Revenue Code (“Section 409A”). Prior to this amendment to the Agreement (the “Amendment”), the Agreement provided that the Chairman would receive a retirement benefit, equal to an actuarial calculated amount based on a percentage of his average monthly compensation, upon the occurrence of certain events. The compensation provided under the Agreement constitutes “nonqualified deferred compensation” within the meaning of Section 409A.

The Company has determined that certain aspects of the Agreement may not currently satisfy the complex requirements of Section 409A.  Pursuant to transition rules under Section 409A that allow companies to make certain changes to deferred compensation arrangements this year, the Company requested that the Chairman agree that, on January 1, 2009, the Agreement be terminated and that the Chairman receive a cash lump sum, even though he is not retiring. The cash lump sum, which is currently estimated to be approximately $9.5 million, as determined pursuant to the Amendment, is consideration for (1) the accrued benefit that the Chairman would have earned under the Agreement, as if normal retirement occurred on January 1, 2009, (2) the costs the Chairman incurred in connection with the exercise of options issued to the Chairman in connection with the Agreement in 1998 and (3) the termination of stock options issued to the Chairman in connection with the Agreement in 2003.  Thereafter, the Company will have no obligations to the Chairman pursuant to the Agreement or the related options.

In order to satisfy the requirements of Section 409A, on December 23, 2008, the Compensation Committee and Board of Directors of the Company also approved (1) an amendment (the “Chairman Employment Agreement Amendment”) to the Employment Agreement with the Chairman originally dated as of February 16, 1999 and amended as of December 7, 2007; (2) an amendment (the “CEO Employment Agreement Amendment”) to the Amended and Restated Executive Employment Agreement effective as of May 1, 2008 between the Company and Lynn Blodgett; and (3) amendments (the “CoC Amendments”) to the Change of Control Agreements that the Company previously entered into with its other executive officers.

The descriptions set forth in this Item 5.02 are general in nature and are qualified in their entirety by reference to the full text of the Amendment filed as Exhibit 10.1 to this Form 8-K, the Chairman Employment Agreement Amendment filed as Exhibit 10.2 to this Form 8-K, the CEO Employment Agreement Amendment filed as Exhibit 10.3 to this Form 8-K and the CoC Amendments filed as Exhibit 10.4 to this Exhibit 8-K.

   (d) Exhibits.

EXHIBIT
NUMBER	DESCRIPTION
10.1	Amendment No. 3 to Supplemental Executive Retirement Agreement between the Company and Darwin Deason.
10.2	Amendment to Employment Agreement between the Company and Darwin Deason.
10.3	Amendment to Amended and Restated Executive Employment Agreement between the Company and Lynn Blodgett.
10.4	Amendment to Change of Control Agreements with certain executive officers.

2

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	AFFILIATED COMPUTER SERVICES, INC.
Date: December 30, 2008
	By:	/s/ Kevin Kyser
		Name:	Kevin Kyser
		Title:	Executive Vice President and    Chief Financial Officer

3

EXHIBIT INDEX

Exhibit
Number	Description
10.1	Amendment No. 3 to Supplemental Executive Retirement Agreement between the Company and Darwin Deason.
10.2	Amendment to Employment Agreement between the Company and Darwin Deason.
10.3	Amendment to Amended and Restated Executive Employment Agreement between the Company and Lynn Blodgett.
10.4	Amendment to Change of Control Agreements with certain executive officers.

4

EX-10.1

Exhibit 10.1

AMENDMENT NO. 3 TO
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

     This Amendment No. 3 to Supplemental Executive Retirement Agreement, made and entered into this 23rd day of December, 2008 (this “AMENDMENT”), is made by and between Affiliated Computer Services, Inc. (the “COMPANY”) and Darwin Deason (the “EXECUTIVE”), to be effective as of the date hereof. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement (defined below).

RECITALS:

     WHEREAS, the Executive and the Company entered into the Supplemental Executive Retirement Agreement on December 15, 1998 to be effective as of the first day of December, 1998, amended by Amendment No. 1 to Supplemental Executive Retirement Agreement effective as of August 11, 2003 and Amendment No. 2 to Supplemental Executive Retirement Agreement effective as of June 30, 2005 (the “AGREEMENT”);

     WHEREAS, the Executive and the Company desire to amend certain provisions of the Agreement, and the Compensation Committee of the Board of Directors of the Company has approved the desired amendments;

     WHEREAS, the Executive was granted Integrated Stock Options on October 8, 1998 (the “1998 OPTION”) and August 11, 2003 (the “2003 OPTION”) applicable to the calculation of Executive’s Accrued Benefit as provided in the Agreement;

     WHEREAS, the Executive exercised the 1998 Option on October 2, 2008 at the request of the Company;

     WHEREAS, the Company desires to reimburse the Executive for certain costs he incurred in connection with exercising the 1998 Option;

     WHEREAS, the Executive and the Company desire that the 2003 Option be terminated without exercise on December 31, 2008; and

     WHEREAS, the Executive and the Company desire to terminate the Agreement as of January 1, 2009, and for the Executive to receive, on January 2, 2009, his benefits under the Agreement, as described below.

     NOW, THEREFORE, in consideration of the foregoing, and intending to be legally bound hereby, the Executive and the Company hereby agree as follows:

     Section 1. 2003 Option Termination. Notwithstanding anything to the contrary in the Agreement or the stock option agreement and other documentation regarding the 2003 Option, the 2003 Option shall automatically be terminated without exercise on December 31, 2008. For the avoidance of doubt, the 2003 Option may not be exercised prior to, on or following such date.

     Section 2. Termination of Agreement. The Agreement shall be terminated as of January 1, 2009. On January 2, 2009, in full satisfaction of the Company’s obligations under the Agreement and with respect to the 2003 Option, the Executive shall receive an amount, in a single cash lump sum, equal to the Accrued Benefit that he would have earned under the Agreement upon Normal Retirement on January 1, 2009, without reduction for early commencement; provided, however, that for purposes of calculating such Accrued Benefit, (a) the Executive’s Final Average Monthly Compensation shall be determined as of January 1, 2009, (b) the Executive’s Stock Option Offset Value attributable to the 1998 Option shall be deemed to be $5,585,813 and (c) the Executive’s Stock Option Offset Value attributable to the 2003 Option shall be deemed to be equal to $0.

     Section 3. 1998 Option Exercise. On January 2, 2009, the Company will pay the Executive $1,697,317, subject to applicable withholdings, to reimburse him for certain costs he incurred in connection with exercising the 1998 Option.

     Section 4. No Assignment or Offset. Notwithstanding Section 13 of the Agreement, the Executive’s rights to the payment of any amounts under the Agreement or this Amendment may not be assigned, transferred, pledged or encumbered, and any attempted assignment, transfer, pledge or encumbrance shall be null and void. Notwithstanding Section 19 of the Agreement, except as permitted under Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder, payments made by the Company to the Executive pursuant to the Agreement or this Amendment may not be reduced by, or offset against, any amount owing by the Executive to the Company.

     Section 5. No Effect on Consistent Terms. All terms of the Agreement not inconsistent with this Amendment shall remain in place and in full force and effect and shall be unaffected by this Amendment.

     Section 6. Section 409A. The modification of the time and form of payment of the benefits provided under the Agreement specified in this Amendment is effected pursuant to the authority provided under Section 3.02 of Notice 2006-79, 2006-43 IRB 307, as modified and superseded by Section 3.01 of Notice 2007-86, 2007-39 IRB 719.

     Section 7. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, AND ENFORCEABLE UNDER, THE LAWS OF THE STATE OF TEXAS APPLICABLE TO CONTRACTS MADE IN TEXAS THAT ARE TO BE WHOLLY PERFORMED IN TEXAS WITHOUT REFERENCE TO THE CHOICE-OF-LAW PRINCIPLES OF TEXAS.

     Section 8. Headings. The section headings contained in this Amendment are for reference purposes only and shall not affect in any way the meaning or interpretation of this Amendment.

     IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as of the date first above written.

EXECUTIVE:
By:	/s/ Darwin Deason
	Darwin Deason
COMPANY: Affiliated Computer Services, Inc.
By:	/s/ Kevin Kyser
	Name:	Kevin Kyser
	Title:	Chief Financial Officer

EX-10.2

Exhibit 10.2

AMENDMENT

to

EMPLOYMENT AGREEMENT

dated December 23, 2008

by and between Affiliated Computer Services, Inc. (the “Company”)
and Darwin Deason (the “Executive”)

             WHEREAS, the Company and the Executive entered into an employment agreement dated as of February 16, 1999, as amended as of December 7, 2007 (the “Agreement”).

             WHEREAS, the Company and the Executive desire to amend the Agreement as set forth herein as a result of the requirements of Section 409A of the Internal Revenue Code of 1986, and the regulations thereunder.

             NOW, THEREFORE, the Agreement is hereby amended as follows:

1.

Section 3 of the Agreement is hereby modified by adding the following sentences after the last sentence thereof: “Except as specifically permitted by Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder (“Section 409A”), the relocation benefits provided to the Executive under this Section 3 during any calendar year shall not affect the relocation benefits to be provided to the Executive under this Section 3 in any other calendar year and the right to such relocation benefits cannot be liquidated or exchanged for any other benefit, in accordance with Treas. Reg. Section 1.409A-3(i)(1)(iv) or any successor thereto. Furthermore, reimbursement payments for moving expenses shall be made to the Executive as promptly as practicable following the date that the applicable expense is incurred, but in any event not later than the last day of the calendar year following the calendar year in which the expense is incurred, in accordance with Treas. Reg. Section 1.409A-3(i)(1)(iv) or any successor thereto.”

2.

Subsection 8(b) of the Agreement is hereby modified by adding the following sentence after the first sentence thereof: “Except as specifically permitted by Section 409A, the benefits provided to the Executive under this Subsection 8(b) during any calendar year shall not affect the benefits to be provided to the Executive under this Subsection 8(b) in any other calendar year and the right to such benefits cannot be liquidated or exchanged for any other benefit, in accordance with Treas. Reg. Section 1.409A-3(i)(1)(iv) or any successor thereto.”

2

3.	Subsection 8(c) of the Agreement is hereby modified by deleting the following language: “; and (ii) all compensation previously deferred by the Executive but not yet paid”.
4.	Subsection 8(e) of the Agreement is hereby deleted and replaced with the following language: “Intentionally omitted”.
5.	Subsection 8(g) of the Agreement is hereby modified by adding the following language at the end of the first sentence thereof: “, provided that such expenses are incurred on or prior to the last day of the second calendar year following the calendar year in which the Executive’s separation from service (within the meaning of Section 409A) occurs, in accordance with Treas. Reg. Section 1.409A-1(b)(9)(v) or any successor thereto. Such expenses shall be reimbursed no later than the last day of the third calendar year following the calendar year in which the Executive’s separation from service (within the meaning of Section 409A) occurs, in accordance with Treas. Reg. Section 1.409A-1(b)(9)(v) or any successor thereto.”
6.	Subsection 8(i) of the Agreement is hereby modified by adding the following sentences after the last sentence thereof: “Any Gross-Up Payment or other payment in respect of Excise Tax or income tax or related interest or penalties payable to the Executive pursuant to this Subsection 8(i) shall be paid to the Executive as soon as practicable after the applicable liability is incurred, but in any event not later than the last day of the calendar year after the calendar year in which the Executive remits the applicable taxes, interest or penalties to the applicable taxing authority, in accordance with Treas. Reg. Section 1.409A-3(i)(1)(v) or any successor thereto. Furthermore, any amounts that the Executive becomes entitled to receive in respect of costs and expenses incurred in connection with a contest relating to this Subsection 8(i) shall be paid to the Executive as soon as practicable after the applicable cost or expense is incurred, but in any event not later than the later of (i) the last day of the calendar year after the calendar year in which the Executive remits the underlying taxes to the applicable taxing authority and (ii) the last day of the calendar year after the calendar year in which the applicable contest is concluded, in accordance with Treas. Reg. Section 1.409A-3(i)(1)(v) or any successor thereto.”
7.	The following new Section 17 is hereby added to the Agreement:

               “17. Section 409A of the Code. The provisions of this Section 17 shall apply notwithstanding any provision in this Agreement to the contrary.

  (a) Intent to Comply with Section 409A. It is intended that the provisions of this Agreement comply with Section 409A,

3

and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.

(b) Six-Month Delay of Certain Payments. If, at the time of the Executive’s separation from service (within the meaning of Section 409A), (i) the Executive shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable under this Agreement or any other plan, policy, arrangement or agreement of or with the Company or any affiliate thereof (this Agreement and such other plans, policies, arrangements and agreements, the “Company Plans”) constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company (or an affiliate, as applicable) shall not pay any such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest, on the first day of the seventh month following such separation from service.”

8. Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the undersigned have executed this amendment as of December 23, 2008.

Affiliated Computer Services, Inc.
By:	/s/ Lynn Blodgett
Darwin Deason
/s/ Darwin Deason

  EX-10.3 4 d65700exv10w3.htm EX-10.3

Exhibit 10.3

First Amendment to the
Amended and Restated
Executive Employment Agreement
by and between
Affiliated Computer Services, Inc. and Lynn Blodgett

     This First Amendment (“Amendment”) to the Amended and Restated Executive Employment Agreement, dated May 1, 2008 (“Employment Agreement”) is entered into by and between Affiliated Computer Services, Inc. (the “Company”) and Lynn Blodgett (the “Executive”).

     WHEREAS, the Executive and the Company entered into the Employment Agreement to provide for the terms by which the Company would continue to employ Executive as the Chief Executive Officer, and Executive desires to continue to be employed by the Company in said capacity; and

     WHEREAS, the Company and the Executive wish to ensure that the Employment Agreement continues to comply with the Internal Revenue Code of 1986, as amended (the “Code”) and all applicable state and federal laws, and specifically the Company and Executive intend to amend the Employment Agreement to ensure continued compliance with Code Section 409A;

     NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the Company and the Executive agree as follows:

     1. Amendment to Section 5(c). Section 5(c) of the Employment Agreement is deleted and replaced in its entirety with the following:

“(c) Executive may terminate the Term and Executive’s employment hereunder for “Good Reason” (as defined below), after providing thirty (30) days written notice to the Company, which identifies the existence of the condition constituting “Good Reason” for Executive’s termination. Upon receipt of such notice, Company shall have thirty (30) days to cure the matters upon which the Executive’s Good Reason is based. In the event Company fails to remedy the condition, Executive may terminate the Employment Agreement for Good Reason. Upon termination of the Term and Executive’s employment hereunder by Executive for Good Reason, the Company shall pay Executive: (1) his Accrued Compensation, to be paid as soon as reasonably practicable following such termination; and (2) subject to Section 7, the Severance Payment, to be paid out in a single lump sum within fifty (50) days of the date of termination.”

     2. Amendment to Section 5(g). The first sentence of Section 5(g) of the Employment Agreement is deleted and replaced in its entirety with the following:

“Upon termination of the Term and Executive’s employment hereunder pursuant to Sections 5(a), (c) or (e), the Company shall pay the monthly premium cost on behalf of Executive as such monthly premium costs become due for continuation coverage under COBRA (hereinafter referred to as the “Termination COBRA Payments”) during the Continuation Period (as hereafter defined).”

Page 1 of 3

     3. Amendment to Section 5(k)(v). Section 5(k)(v) of the Employment Agreement is deleted and replaced in its entirety with the following:

     ““Good Reason” means any of the following reasons:

(a)	Executive’s removal from his position as Chief Executive Officer other than due to a termination of the Term and Executive’s employment hereunder pursuant to Section 5(a), (b), (d), (e) or (f) of this Employment Agreement; or
(b)	The Company fails to make any material payments to Executive required to be made under the terms of this Employment Agreement.”

     4. Amendment to Section 10. Section 10 of the Employment Agreement is amended by inserting the bolded language in the first phrase of the provision and as set forth below to incorporate this Amendment into the entire Agreement, as follows:

“ This Agreement, including this Amendment, sets forth the entire agreement between the parties hereto and fully supersedes any and all prior agreements or understandings, written or oral, between the parties hereto pertaining to the subject matter hereof.”

5. Amendment to Section 28(a). Section 28 (a) of the Employment Agreement is amended by deleting the final phrase of the subsection and replacing it with the following:

“. . . provided, that such Parachute Tax Reimbursement shall in no event be paid later than the end of the calendar year following the calendar year in which such taxes are remitted.”

Except as amended herein, the undersigned parties hereby ratify and reconfirm the Employment Agreement. To facilitate execution, this Amendment may be executed in as many counterparts as may be convenient or required, and a counterpart hereof executed and delivered by facsimile or electronic mail transmittal shall have the same effect as an original executed counterpart hereof. It shall not be necessary that the signature of all persons appear on each counterpart. All counterparts shall collectively constitute a single instrument. It shall not be necessary in making proof of this Amendment to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature pages.

[Signature Page Follows]

Page 2 of 3

     The parties have executed this Amendment to be effective as of the last date signified below.

	AFFILIATED COMPUTER SERVICES, INC.
Date:	By:	/s/ Darwin Deason
		Darwin Deason, Chairman of the Board
	EXECUTIVE
Date:		/s/ Lynn Blodgett
		Lynn Blodgett

Page 3 of 3

EX-10.3

exv10w3

EX-10.4

Exhibit 10.4

First Amendment to the
Change of Control Agreement
by and between
Affiliated Computer Services, Inc. and                                         

     This First Amendment (“Amendment”) to the Change of Control Agreement, dated December                     , 2008 (“Agreement”) is entered into by and between Affiliated Computer Services, Inc. (the “Company”) and                                          (the “Executive”).

     WHEREAS, the Executive and the Company entered into the Agreement to provide for the terms by which the Company would protect the Executive in the event of a Company Change of Control; and

     WHEREAS, the Company and the Executive wish to ensure that the Agreement continues to comply with the Internal Revenue Code of 1986, as amended, (“Code”) and all applicable state and federal laws, and specifically the Company and the Executive intend to amend the Agreement to ensure its continued compliance with Code Section 409A;

     NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the Company and the Executive agree as follows:

     1. Amendment to Section 3(b). Section 3(b) of the Agreement is amended by adding the following provision and subsections at the end thereof:

“In accordance with Code Section 409A, and specifically in accordance with the applicable Treasury regulations issued thereunder regarding reimbursements and in-kind benefits (Treas. Reg. Section 1.409A-3(i)(l)(iv)(A)), the Insurance Benefits described in this Section 3(b) shall satisfy the following conditions:

(i)	only those benefits expressly stated in this Section 3 shall be provided in the time period described herein;
(ii)	no amount of expenses eligible for reimbursement or in-kind benefits provided as stated herein during Executive’s taxable year may affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year of the Executive; and
(iii)	the Executive’s right to reimbursement or in-kind benefits is not subject to the liquidation or exchange for another benefit.”

     2. Amendment to Section 3(c). Section 3(c) of the Agreement is deleted and replaced in its entirety with the following:

“Within two (2) business days after a Change of Control or such other timeframe as required under applicable law, rule, regulation or Company plan, the Company shall pay the Executive (i) any unpaid portion of compensation previously earned by the Executive and (ii) all compensation previously deferred by the Executive but not yet paid.”

Amendment to Change of Control Agreement Page 1 of 4

     3. Amendment to Section 3(f). Section 3(f) of the Agreement is amended by adding the following sentence at the end thereof:

“In no event shall any such reimbursements of reasonable expenses for outplacement services be paid later than the third taxable year of the Executive following the taxable year of the Executive in which the separation of service occurred.”

     4. Amendment to Section 5. Subsection 5(a) is amended by adding the following sentence at the end thereof::

“For purposes of this Section 5, any such Gross-up Payment shall in no event be paid later than the end of the calendar year following the calendar year in which such taxes have been remitted by Executive.”

     5. Amendment to Section 16. Section 16 is amended by inserting the bolded language in the first phrase of the provision and as set forth below to incorporate this Amendment into the entire Agreement, as follows:

“This Agreement and this Amendment, along with grants of stock options, if any, to the Executive, pursuant to the Company’s 1997 Stock Option Plan, as amended and the 2007 Equity Incentive Plan) constitute the entire agreement between the parties...”

     6. New Section 17. A new Section 17 is added to the Agreement as follows:

     “17. Compliance with Code Section 409A. To the fullest extent applicable, amounts and benefits payable under this Agreement are intended to be exempt from the definition of “nonqualified deferred compensation” under Code Section 409A in accordance with one or more of the exemptions available under the final Treasury regulations promulgated under Code Section 409A and, to the extent that any such amount or benefit is or becomes subject to Code Section 409A due to a failure to qualify for an exemption from the definition of nonqualified deferred compensation in accordance with such final Treasury regulations, this Agreement is intended to comply with the applicable requirements of Code Section 409A with respect to such amounts or benefits and will be interpreted and administered to the extent possible in a manner consistent with the foregoing statement of intent. Notwithstanding anything herein to the contrary, (i) if on the date the Executive “separates from service” within the meaning of Treasury regulations section 1.409A-1(h), (A) the Company is publicly traded, (B) the Executive is a Specified Employee (as defined below), and (C) the Company reasonably determines that (x) a payment or benefit payable hereunder as a result of the Executive’s termination of employment constitutes nonqualified deferred compensation that is subject to the requirements of Code Section 409A, then the Company will withhold and accumulate such payments or benefits hereunder (without any reduction in such payment or benefits ultimately paid or provided to Executive) until the date that is six months and one day following Executive’s separation from service (or the earliest date as is permitted under Code Section 409A), at which time the withheld and accumulated payments shall be paid to the Executive in a single lump sum payment and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Code Section 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Code Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Company, that does not cause such an accelerated or additional tax. “Specified Employee” shall mean a specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), as determined by the Compensation Committee of the Board of Directors.”

Amendment to Change of Control Agreement Page 2 of 4

Except as amended herein, the undersigned parties hereby ratify and reconfirm the Agreement. To facilitate execution, this Amendment may be executed in as many counterparts as may be convenient or required, and a counterpart hereof executed and delivered by facsimile or electronic mail transmittal shall have the same effect as an original executed counterpart hereof. It shall not be necessary that the signature of all persons appear on each counterpart. All counterparts shall collectively constitute a single instrument. It shall not be necessary in making proof of this Amendment to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature pages.

[Signature Page Follows]

Amendment to Change of Control Agreement Page 3 of 4

     The parties have executed this Amendment to be effective as of the last date signified below.

	AFFILIATED COMPUTER SERVICES, INC.
Date:	By:
		Lynn Blodgett, Chief Executive Officer
	EXECUTIVE
Date:

Amendment to Change of Control Agreement Page 4 of 4