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                                                             EXHIBIT 10(iii)(A)


                              EMPLOYMENT AGREEMENT


         AGREEMENT made as of the 16th day of February, 1999, between Affiliated
Computer Services, Inc., a Delaware corporation (the "Company"), and Darwin
Deason (the "Executive").

         WHEREAS, the Executive has served on the Board of Directors (the
"Board") of the Company and as its Chairman and Chief Executive Officer since
the date of the Company's incorporation;

         WHEREAS, it is currently contemplated that although Executive will
continue to have certain powers and authority customarily associated with a
chief executive officer position, the Company's President will be designated as
the Chief Executive Officer while the Executive will retain the title of
Chairman;

         WHEREAS, the Executive will, consistent with the preceding recital,
have exclusive authority for the following specified areas: (i) selecting and
appointing the individual(s) to serve in, or to be removed from, the offices of
Chief Executive Officer, President, Chief Financial Officer, Executive Vice
Presidents, General Counsel, Secretary and Treasurer and (subject to appropriate
charter amendment confirming the Executive's authority to fill such vacancies)
to fill any director vacancies created in the event any such removal from
office, (ii) recommending to the Board individuals for election to, or removal
from, the Board itself, and (iii) recommending to the Compensation Committee to
the Board or, as applicable, to the Special Compensation Committee to the Board
salary, bonus, stock option and other compensation matters for such officers,
(iv) approval of acquisitions to the extent authority has previously been
granted by the Board to the Executive in his capacity as the member of the
Special Transactions Committee (except to the extent the Executive has
previously delegated authority to the President with

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respect to such acquisitions which do not exceed $25 million in total
consideration), (v) spending commitments in excess of $5 million, and (vi)
approval of expense reports for the CEO and CFO;

         WHEREAS, the Executive possesses an intimate knowledge of the business
and affairs of the Company, its policies, methods, personnel and plans for the
future;

         WHEREAS, the Board recognizes that the Executive's contribution as
Chairman and Chief Executive Officer to the growth and success of the Company
has been substantial and desires to assure the Company of the Executive's
continued employment in an executive capacity and to compensate him therefor;

         WHEREAS, the Executive is desirous of committing himself to serve the
Company on the terms herein provided;

         WHEREAS, the Executive and the Company are currently parties to that
certain Severance Agreement ("Severance Agreement") made and effective as of
the 6th day of August, 1997, which Severance Agreement is to be replaced
completely by this Agreement; and

         WHEREAS, the Executive and the Company are also currently parties to
that certain Supplemental Executive Retirement Agreement, dated as of December
15, 1998 ("SERP Agreement"), which SERP Agreement the parties hereto do not
intend to abrogate by this Agreement;

         NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements of the parties herein contained, the parties hereto
agree as follows:

         1. Employment. The Company hereby agrees to continue to employ the
Executive, and the Executive hereby agrees to continue to serve the Company, on
the terms and conditions set forth herein for the period commencing on the date
hereof and expiring on May 18, 2004

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(unless sooner terminated as hereinafter set forth); provided, however, that
commencing on May 18, 2000 and each May 18 thereafter, the term of this
Agreement shall automatically be extended for one (1) additional year unless at
least thirty (30) days prior to any such May 18 date, either the Company (upon
a unanimous vote by all of the Board except the Executive) or the Executive
shall have given notice that it or he does not wish to extend this Agreement.
The term of this Agreement, as it may from time to time be extended in
accordance with this Section, may be referred to herein as the "Period of
Employment."

         2. Position and Duties. The Executive, during the Period of
Employment, shall be the Chairman of the Board, shall have the power and
authority outlined below, shall report only to the Board, shall devote
sufficient working time and efforts to the business and affairs of the Company,
and shall have such other powers and duties as may from time to time be
prescribed by the Board, provided that such duties are consistent with his
present duties and with the Executive's position as a senior executive officer
in charge of the general management of the Company. Upon designation of the
Company's President as Chief Executive Officer, the Executive shall have sole
responsibility and authority with respect to the following specified areas: (i)
selecting and appointing the individual(s) to serve in, or to be removed from,
the offices of Chief Executive Officer, President, Chief Financial Officer,
Executive Vice Presidents, General Counsel, Secretary and Treasurer and
(subject to appropriate charter amendment confirming the Executive's authority
to fill such vacancies) to fill any director vacancies created in the event any
such removal from office, (ii) recommending to the Board individuals for
election to, or removal from, the Board itself, (iii) recommending to the
Compensation Committee to the Board, or as applicable, to the Special
Compensation Committee to the Board, salary, bonus, stock option and other
compensation matters for such officers, (iv) approval of

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acquisitions to the extent authority has previously been granted by the Board
to the Executive in his capacity as the member of the Special Transactions
Committee (except to the extent the Executive had previously delegated
authority to the President with respect to such acquisitions which do not
exceed $25 million in total consideration), (v) spending commitments in excess
of $5 million, and (vi) approval of expense reports for the CEO and CFO. With
respect to the responsibility and authority of Executive referenced in
sub-clause (ii) regarding recommending to the Board individuals for election to
the Board, the Board shall annually designate the Executive to serve as a
one-person Nominating Committee for the Board charged with recommending to the
Board charged with recommending to the Board (x) a slate of director nominees
proposed for election at each annual meeting of stockholders and (y) director
nominees proposed to be elected by the remaining directors or by the
stockholders at a special meeting to fill any vacancies on the Board resulting
from a loss of one or more directors (other than vacancies resulting from
removal from office of an officer who was also serving as a director, which
vacancy shall be filled by the Executive). In the event any time during the
Period of Employment the current President of the Company no longer occupies
such office or no longer carries the title of "Chief Executive Officer", any
and all powers, duties and authority and such title of "Chief Executive
Officer" shall, automatically and without further action, revert to the
Executive until a successor is duly appointed and qualified.

         3. Place of Performance. In connection with his employment by the
Company during the Period of Employment, the Executive shall be based at the
Company's principal executive offices in Dallas, Texas and shall not be
required to be absent therefrom on travel status or otherwise more than
forty-five (45) days in any calendar year. The Company shall not, during the
Period of Employment, without the written consent of the Executive, relocate or

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transfer its principal executive offices to a location more than twenty (20)
miles from the Executive's current principal residence. The Company will
promptly pay (or reimburse the Executive for) all reasonable moving expenses
incurred by the Executive relating to a change of his principal residence in
connection with any such relocation of the Company's principal executive
offices to which the Executive has consented.

         4. Compensation and Related Matters.

            (a) Base Salary. Initially, the Executive shall receive a base
         salary ("Base Salary") at the annual rate of Five Hundred Twenty Five
         Thousand Dollars ($525,000) during the period ending June 30, 1999.
         Thereafter, the Executive's Base Salary (or, if applicable, Adjusted
         Base Salary) shall be adjusted (increased or decreased, as the case
         may be), effective on July 1, 1999 and on each July 1 thereafter
         during the Period of Employment, by a percentage equal to the average
         percentage adjustment (increase or decrease, as the case may be), if
         any, in the annual salaries for the top five executive officers of the
         Company for the fiscal year beginning on the applicable July 1 as
         compared to the annual salaries for such executives for the
         immediately preceding fiscal year (provided that if any such executive
         did not occupy such executive position, or a similar one, for such
         preceding year, then that executive's salary shall not be used in
         calculating the average adjustment). The Base Salary, as changed by
         such adjustments, may be referred to herein as "Adjusted Base Salary."
         Base Salary or Adjusted Base Salary shall be payable in substantially
         equal bi-monthly installments, shall in no way limit or reduce the
         obligations of the Company hereunder.

            (b) Bonus Compensation. In addition to Base Salary or Adjusted Base
         Salary, the Executive shall be entitled to receive, on or about June
         30 (the Company's fiscal year

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         end), but in no event later than August 31 next following, of each
         year, during the Period of Employment, bonus compensation of up to (or
         greater than, if so decided by the Special Compensation Committee) a
         Yearly Targeted Bonus. For purposes of this Agreement, the Yearly
         Targeted Bonus for a particular fiscal year will be two hundred fifty
         percent (250%) (or, in the discretion of the Special Compensation
         Committee, a greater percentage) of the Base Salary or, as the case
         may be, of the Adjusted Base Salary for the fiscal year associated
         with such June 30. In the case of a particular fiscal year, if the
         Executive achieves the financial goals set for the Executive for that
         year (which goals shall be set each year by the Special Compensation
         Committee to the Board based upon the criteria currently in use), then
         the Company will pay the entire (or, in the discretion of the Special
         Compensation Committee, a greater amount) Yearly Targeted Bonus. If
         such goals are not achieved by the Executive for a particular fiscal
         year, the exact portion of the Yearly Targeted Bonus to be paid for
         that particular fiscal year shall be determined in accordance with the
         provisions of the Company's existing executive bonus plan.

            (c) Expenses. During any Period of Employment the Executive shall
         be entitled to receive prompt reimbursement for all reasonable
         expenses incurred by him (in accordance with the policies and
         procedures presently established by the Company for its senior
         executive officers) in performing services hereunder, provided that
         the Executive properly accounts therefor in accordance with Company
         policy.

            (d) Other Benefits. The Executive shall be entitled to continue to
         participate in or receive benefits under all of the Company's Employee
         Benefit Plans or Other Arrangements in effect on the date hereof, or
         under plans or arrangements that provide the Executive with at least
         equivalent benefits to those provided under such Employee

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         Benefit Plans or Other Arrangements. As used herein, "Employee Benefit
         Plans or Other Arrangements" include, without limitation, each pension
         and retirement plan, supplemental pension, retirement and deferred
         compensation plan, savings and profit-sharing plan, stock ownership
         plan, stock purchase plan, stock option plan, life insurance plan,
         medical insurance plan, disability plan, health and accident plan or
         arrangement established and maintained by the Company on the date
         hereof. The Executive shall be entitled to participate in or receive
         benefits under any employee benefit plan or arrangement which may, in
         the future, be made available by the Company to its executives and key
         management employees, subject to and on a basis consistent with the
         terms, conditions and overall administration of such plan or
         arrangement. Nothing paid to the Executive under any Employee Benefit
         Plan or Other Arrangement presently in effect or any employee benefit
         plan or arrangement which may be made available in the future shall be
         deemed to be in lieu of compensation payable to the Executive pursuant
         to Subsections 4(a) and 4(b) above. Any payments or benefits payable
         to the Executive under a plan or arrangement referred to in this
         Subsection 4(d) in respect of any calendar year during which the
         Executive is employed by the Company for less than the whole of such
         year shall, unless otherwise provided in the applicable plan or
         arrangement, be prorated in accordance with the number of days in such
         calendar year during which he is so employed. Should any such payments
         or benefits accrue on a fiscal (rather than calendar) year, then the
         proration in the preceding sentence shall be on the basis of a fiscal
         year rather than calendar year.

            (e) Vacations. The Executive shall be entitled to the number of
         paid vacation days in each calendar year determined by the Company
         from time to time for its senior

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         executive officers, but not less than four (4) weeks in any calendar
         year (prorated in any calendar year during which the Executive is
         employed hereunder for less than the entire such year in accordance
         with the number of days in such calendar year during which he is so
         employed). The Executive shall also be entitled to all paid holidays
         given by the Company to its senior executive officers.

            (f) Perquisites. The Executive shall be entitled to continue to
         receive the perquisites and fringe benefits in accordance with present
         practices currently received by the Executive.

         5. Offices. The Executive agrees to serve as a director of the Company
and any of its direct or indirect subsidiaries and in one or more executive
offices of any of the Company's direct or indirect subsidiaries, if elected or
appointed thereto, provided he is indemnified for serving in any and all such
capacities on a basis no less favorable than is currently provided by the
Company's By-laws; such service will be provided without any additional
compensation beyond what is set out in this Agreement.

         6. Unauthorized Disclosure.

            (a) During the Period of Employment hereunder, the Executive shall
         not, without the written consent of the Board or a person authorized
         thereby, disclose to any person, other than an employee of the Company
         or a person to whom disclosure is reasonably necessary or appropriate
         in connection with the performance by the Executive of his duties as
         an executive of the Company or a may be required by law or
         regulations, any material confidential information obtained by him
         while in the employ of the Company with respect to any of the
         Company's products, systems, customers or organization, the disclosure
         of which he knows will be materially damaging to the

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         Company; provided, however, that confidential information shall not
         include any information known generally to the public (other than as a
         result of unauthorized disclosure by the Executive) or any information
         of a type not otherwise considered confidential by persons engaged in
         the same business or a business similar to that conducted by the
         Company. For the period ending two (2) years following the termination
         of employment hereunder, the Executive shall not disclose any
         confidential information of the type described above except as
         determined by him to be reasonably necessary in connection with any
         business or activity in which he is then engaged.

            (b) The foregoing provisions of this Section 6 shall be binding
         upon the Executive's heirs, successors and legal representatives.

         7. Termination. The Executive's employment hereunder may be terminated
without any breach of this Agreement only under the following circumstances:

            (a) Death. The Executive's employment hereunder shall terminate
         upon his death.

            (b) Disability. If, as a result of the Executive's incapacity due
         to physical or mental illness, the Executive shall have been absent
         from his duties hereunder on a full-time basis for one hundred eighty
         (180) consecutive calendar days, and within thirty (30) days after
         written Notice of Termination is given (which may occur no earlier
         than thirty (30) days before, but at any time after, the end of such
         one hundred eighty (180) day period), the Executive shall not have
         returned to the performance of his duties hereunder on a full-time
         basis, the Company may terminate the Executive's employment hereunder.

            (c) Termination by Company for Cause. Upon a vote to terminate by
         the Board in which at least all of the members of the Board other than
         the Executive vote to

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         terminate, the Company may terminate the Executive's employment
         hereunder for Cause. For purposes of this Agreement, the term "Cause"
         shall have the meaning as set out in Schedule A to this Agreement.

            (d) Termination by the Executive. The Executive may, during the
         Period of Employment, upon giving Notice of Termination, terminate his
         employment hereunder.

            (e) Notice of Termination. Any termination, during the Period of
         Employment, of the Executive's employment by the Company or any such
         termination by the Executive (other than termination pursuant to
         Subsection 7(a) above on account of death) shall be communicated by
         written Notice of Termination to the other party hereto. For purposes
         of this Agreement, a "Notice of Termination" shall mean a notice which
         shall indicate the specific termination provision in this Agreement
         relied upon and shall set forth in reasonable detail the facts and
         circumstances claimed to provide a basis for termination of the
         Executive's employment under the provision so indicated.

            (f) Date of Termination. "Date of Termination" shall, during the
         Period of Employment, mean (i) if the Executive's employment is
         terminated by his death, the date of his death, (ii) if the
         Executive's employment is terminated on account of disability pursuant
         to Subsection 7(b) above, thirty (30) days after Notice of Termination
         is given (provided that the Executive shall not, during such thirty
         (30) day period, have returned to the performance of his duties on a
         full-time basis), (iii) if the Executive's employment is terminated
         (by the Company for Cause) pursuant to Subsection 7(c) above, the date
         specified in the Notice of Termination, and (iv) if the Executive's
         employment is terminated for any other reason, the date on which a
         Notice of Termination is given. Should, however, within thirty (30)
         days after any Notice of Termination is given, the

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         party receiving such Notice of Termination notify the other party that
         a dispute exists concerning the termination, the Date of Termination
         shall be the date on which the dispute is finally determined, either
         by mutual written agreement of the parties, by a binding and final
         arbitration award or by a final judgment order or decree of a court of
         competent jurisdiction (the time for appeal therefrom having expired
         and no appeal having been perfected).

         8. Change of Control Benefits. Upon a Change of Control (as defined in
Schedule A to this Agreement), the Executive shall be entitled to the benefits
provided herein.

            (a) Severance Payments. Within two (2) business days after a Change
         of Control, the Company shall pay the Executive a lump sum amount, in
         cash, equal to:

            (i)  a multiple equal to number of years (including any portion of
                 a year) left remaining under this Agreement applied to,

                 (A) the Executive's per annum base salary in effect on the
                     date of the Change of Control ("Base Salary"), and

                 (B) the greater of the Executive's bonus for the immediately
                     preceding fiscal year and the average of the Executive's
                     bonuses for the two immediately preceding fiscal years;
                     and

            (ii) the Executive's target bonus for the current fiscal year
                 multiplied by a fraction, the numerator of which shall be the
                 number of days the Executive was employed by the Company in
                 the fiscal year in which the Change of Control occurs and the
                 denominator of which shall be 365.

            (b) Continued Benefits. Until the earlier of the third anniversary
         of the Change of Control or the date on which the Executive becomes
         employed by a new

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         employer, the Company shall, at its expense, provide the Executive
         with medical, dental, life insurance, disability and accidental death
         and dismemberment benefits at the highest level provided to the
         Executive immediately prior to the Change of Control, provided,
         however, that if the Executive becomes employed by a new employer
         which maintains a major medical plan that either (i) does not cover
         the Executive with respect to a pre-existing condition which was
         covered under the Company's major medical plan, or (ii) does not cover
         the Executive for a designated waiting period, the Executive's
         coverage under the Company's major medical plan shall continue (but
         shall be limited in the event of noncoverage due to a preexisting
         condition, to the preexisting condition itself) until the earlier of
         the end of the applicable period of noncoverage under the new
         employer's plan or the third anniversary of the Change of Control.

            (c) Payment of Accrued But Unpaid Amounts. Within two (2) business
         days after a Change of Control, 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.

            (d) Post-Retirement Welfare Benefits. For purposes of determining
         the Executive's eligibility for post-retirement benefits under any
         welfare benefit plan (as defined in Section 3(1) of the Employee
         Retirement Income Security Act of 1974, as amended) maintained by the
         Company immediately prior to the Change of Control and in which the
         Executive then participated other than the SERP, the Executive shall
         be credited with the excess of three (3) years of participation in the
         applicable plan and three (3) years of age over the actual years of
         participation and age credited to the Executive on the date of the
         Change of Control. If, after taking into account the credited
         participation

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         and age, the Executive would have been eligible for post-retirement
         benefits, the Executive shall receive, commencing on the date of the
         Change of Control, post-retirement benefits based on the terms and
         conditions of the applicable plans in effect immediately prior to the
         Change of Control.

            (e) Supplemental Retirement Benefits.

            (i)  Upon a Change of Control, the Executive shall become vested in
                 the benefits provided under the Company's retirement plan or
                 any successor plans (the "Supplemental Plan").

            (ii) Within two (2) business days after the Change of Control, the
                 Company shall pay the Executive a lump sum cash amount equal
                 to the present value of the Executive's accrued benefit under
                 the Supplemental Plan as of the date of the Change of Control.
                 For purposes of computing the lump sum present value of the
                 Executive's accrued benefit under the Supplemental Plan, (A)
                 the Company shall credit the Executive with the excess of
                 three (3) years of plan participation and service and three
                 (3) years of age for all purposes (including additional
                 accruals and eligibility for early retirement) over the
                 Executive's actual years and fractional years of plan
                 participation and service and age credited to the Executive
                 after the Change of Control; and (B) the Company shall apply
                 the factors prescribed by the Pension Benefit Guaranty
                 Corporation for determining the actuarial equivalent of a
                 single sum payment of an immediate annuity for a plan
                 termination on the date of the Change of Control with
                 insufficient assets. In determining the Executive's benefits
                 under this paragraph (e)(ii), the terms of the

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                  Supplemental Plan as in effect immediately prior to the
                  Change of Control, except as expressly modified in this
                  paragraph (e), shall govern.

            (iii) These supplemental retirement benefits are in addition to,
                  and not in replacement of, the SERP.

            (f) Effect on Existing Plans. Except as provided below, all Change
         of Control provisions applicable to the Executive and contained in any
         plan, program, agreement or arrangement maintained on or after the
         date hereof by the Company (including, but not limited to, any stock
         option, restricted stock or pension plan and the SERP) shall remain in
         effect for such period after the date of a Change of Control as is
         necessary to carry out such provisions and provide the benefits
         payable thereunder, and may not be altered in a manner which adversely
         affects the Executive without the Executive's prior written approval.
         No benefits shall be paid to the Executive, however, under any
         severance plan maintained generally for the employees of the Company
         if the Executive is eligible to receive benefits under this Section 3.
         Notwithstanding the foregoing, the Severance Agreement is hereby
         terminated and replaced in its entirety by this Agreement.

            (g) Outplacement Counseling. The Company shall reimburse all
         reasonable expenses incurred by the Executive for professional
         outplacement services by qualified consultants selected by the
         Executive.

            (h) Mitigation. The Executive shall not be required to seek other
         employment after a Change of Control and any compensation earned from
         other employment shall not reduce the amounts otherwise payable under
         this Agreement.

            (i) Gross-up. In the event it shall be determined that any payment,
         benefit or distribution (or combination thereof) by the Company, or
         any trust established by the

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         Company for the benefit of its employees, to or for the benefit of the
         Executive (whether payable pursuant to the terms of this Agreement (a
         "Payment") would be subject to the excise tax imposed by Section 4999
         of the Internal Revenue Code and any interest or penalties are
         incurred by the Executive with respect to such excise tax (the excise
         tax, together with interest and penalties thereon, hereinafter
         collectively referred to as the "Excise Tax"), the Executive shall be
         entitled to receive an additional payment (a "Gross-up Payment") in an
         amount such that after payment by the Executive of all taxes,
         including, without limitation, any income taxes and the Excise Tax
         imposed upon the Gross-up Payment, the Executive retains an amount of
         the Gross-up Payment equal to the Excise Tax imposed upon the
         Payments. Subject to the provisions set out below, all determinations
         required to be made under this Section 8, including whether and when a
         Gross-up Payment is required and the amount of such Gross-up Payment
         and the assumptions to be utilized in arriving at such determination,
         shall be made by a nationally recognized certified public accounting
         firm as may be designated by the Executive (the "Accounting Firm").
         All fees and expenses of the Accounting Firm shall be borne solely by
         the Company. Any Gross-up Payment, as determined pursuant to this
         Section 8, shall be paid by the Company to the Executive within five
         (5) days after the receipt of the Accounting Firm's determination. If
         the Accounting Firm determines that no Excise Tax is payable by the
         Executive, it shall so indicate to the Executive in writing. Any
         determination by the Accounting Firm shall be binding upon the Company
         and the Executive. The Executive shall notify the Company in writing
         of any claim by the Internal Revenue Service that, if successful,
         would require the payment by the Company of a Gross-up Payment. Such
         notification shall be given no later than ten (10) business

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         days after the Executive is informed in writing of such claim and
         shall apprise the Company of the nature of the claim and the date of
         requested payment. The Executive shall not pay the claim prior to the
         expiration of the thirty (30) day period following the date on which
         it gives notice to the Company. If the Company notifies the Executive
         in writing prior to the expiration of the period that it desires to
         contest such claim, the Executive shall:

               (1) give the Company any information reasonably requested by the
                   Company relating to such claim;

               (2) take such action in connection with contesting such claim as
                   the Company shall reasonably request in writing from time to
                   time, including, without limitation, accepting legal
                   representation with respect to such claim by an attorney
                   reasonably selected by the Company;

               (3) cooperate with the Company in good faith in order to
                   effectively contest such claim; and

               (4) permit the Company to participate in any proceedings
                   relating to such claim;

         Without limitation on the foregoing provisions of this Section 8, the
         Company shall control all proceedings taken in connection with such
         contest and, at its sole option, may pursue or forego any and all
         administrative appeals, proceedings, hearings and conferences with the
         taxing authority in respect of such claim and may, at its sole option,
         either direct the Executive to pay the tax claimed and sue for a
         refund or contest the claim in any permissible manner, and the
         Executive agrees to prosecute such contest to a determination before
         any administration tribunal, in a court of initial jurisdiction and in

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         one or more appellate courts, as the Company shall determine provided,
         however, that the Company shall bear and pay directly all costs and
         expenses (including additional interest and penalties) incurred in
         connection with such contest and shall indemnify and hold the
         Executive harmless, on an after-tax basis, for any Excise Tax or
         income tax (including interest and penalties with respect thereto)
         imposed as a result of the contest; provided, further, that it the
         Company directs the Executive to pay any claim and sue for a refund,
         the Company shall advance the amount of the payment to the Executive,
         on an interest-free basis, and shall indemnify and hold the Executive
         harmless, on an after-tax basis, from any Excise Tax or income tax
         (including interest or penalties with respect thereto) imposed with
         respect to the advance or with respect to any imputed income with
         respect to the advance. In the event that the Company exhausts its
         remedies pursuant to this Section 8 and the Executive thereafter is
         required to make a payment of any Excise Tax, the Accounting Firm
         shall determine the amount of the Gross-up Payment required and such
         payment shall be promptly paid by the Company to or for the benefit of
         the Executive. If, after the receipt by the Executive of an amount
         advanced by the Company pursuant to Section 8, the Executive becomes
         entitled to receive any refund with respect to such claim, the
         Executive shall promptly pay to the Company the amount of such refund
         (together with any interest paid or credited thereon after taxes
         applicable thereto). If, after the receipt by the Executive of an
         amount advanced by the Company pursuant to this Section 8, a
         determination is made that the Executive shall not be entitled to any
         refund with respect to such claim and the Company does not notify the
         Executive in writing of its intent to contest such denial of refund
         prior to the expiration of thirty (30) days after such determination,
         then such advance shall be forgiven and shall not be

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         required to be repaid and the amount of such advance shall offset, to
         the extent thereof, the amount of Gross-up Payment required to be
         paid.

             (j) Indemnification; Director's and Officer's Liability Insurance.
         The Executive shall, after the Change of Control, retain all rights to
         indemnification under applicable law or under the Company's
         Certificate of Incorporation or Bylaws, as they may be amended or
         restated from time to time. In addition, the Company shall maintain
         Director's and Officer's liability insurance on behalf of the
         Executive, at the level in effect immediately prior to the Change of
         Control, for the three (3) year period following the Change of
         Control, and throughout the period of any applicable statute of
         limitations.

         9. Office and Support. During the Period of Employment, the Company
will, consistent with Section 3 of this Agreement, provide the Executive at the
Company's principal executive offices in Dallas (and at such other location in
Dallas, Texas as may be designated by the Executive from time to time) with an
office and secretarial and administrative support, consistent with current
practices.

         10. Successors; Binding Agreement.

             (a) The Company will require any successor (whether direct or
         indirect, by purchase, merger, consolidation or otherwise) to all or
         substantially all of the business and/or assets of the Company, by
         agreement in form and substance satisfactory to the Executive, to
         expressly assume and agree to perform this Agreement in the same
         manner and to the same extent that the Company would be required to
         perform it if no such succession had taken place. Failure of the
         Company to obtain such agreement prior to the effectiveness of any
         such succession shall be a breach of this Agreement. As used in this
         Agreement, "Company" shall mean the Company as hereinbefore defined
         and any

                                      18

<PAGE>   19

         successor to its business and/or all or part of its assets as
         aforesaid which executes and delivers the agreement provided for in
         this Section 10 or which otherwise becomes bound by all the terms and
         provisions of this Agreement by operation of law.

             (b) This Agreement and all rights of the Executive hereunder shall
         inure to the benefit of and be enforceable by the Executive's personal
         or legal representatives, executors, administrators, successors,
         heirs, distributees, devisees and legatees. If the Executive should
         die while any amounts would still be payable to him hereunder if he
         had continued to live, all such amounts, unless otherwise provided
         herein, shall be paid in accordance with the terms of this Agreement
         to the Executive's devisee, legatee, or other designee or, if there be
         no such designee, to the Executive's estate.

         11. Notice. For purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, addressed as
follows:

             If to the Executive:

                      Darwin Deason
                      8181 Douglas, #1000
                      Dallas, Texas 75205

             If to the Company:

                      Affiliated Computer Services, Inc.
                      2828 North Haskell Avenue
                      Dallas, Texas  75204
                      Attention:  General Counsel

or to such other address as any party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall be
effective only upon receipt.

                                      19

<PAGE>   20


         12. Miscellaneous. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing signed by the Executive and such officer as may be specifically
designated by the Board. No waiver by either party hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, unless specifically
referred to herein, with respect to the subject matter hereof have been made by
either party which are not set forth expressly in this Agreement. The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the State of Texas.

         13. Validity. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.

         14. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

         15. Arbitration. Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration in
Dallas, Texas, in accordance with the rules of the American Arbitration
Association then in effect. Judgment may be entered on the arbitrator's award in
any court having jurisdiction; provided that the Company shall be entitled to
seek a restraining order or injunction in any court of competent jurisdiction to
prevent any continuation of any violation of Section 6 hereof.

                                      20

<PAGE>   21


         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date and year first above written.

                                       AFFILIATED COMPUTER SERVICES, INC.


                                       -----------------------------------------
                                       Mark A. King
                                       Executive Vice President & Chief
                                       Financial Officer



                                       -----------------------------------------
                                       Darwin Deason


         Approved this _____ day of February, 1999, by the undersigned members
of the Special Compensation Committee of the Board of Directors of Affiliated
Computer Services, Inc.


                                       -----------------------------------------
                                       Joseph P. O'Neill



                                       -----------------------------------------
                                       Frank A. Rossi

                                      21

<PAGE>   22


                                   SCHEDULE A

                              CERTAIN DEFINITIONS

         An used in this Agreement, and unless the context requires a different
meaning, the following terms, when capitalized, have the meaning indicated;

         "Cause" shall mean:

                  (i) the willful and continued failure of the Executive to
         perform substantially the Executive's duties with the Company (other
         than any such failure resulting from incapacity due to physical or
         mental illness), after a written demand for substantial performance is
         delivered to the Executive by the Board which specifically identifies
         the manner in which the Board believes that the Executive has not
         substantially performed the Executive's duties, or

                  (ii) the willful engaging by the Executive in illegal conduct
         or gross misconduct which is materially and demonstrably injurious to
         the Company.

For purpose of this provision, no act or failure to act, on the part of the
Executive, shall be considered willful unless it is done, or omitted to be done,
by the Executive in bad faith or without reasonable belief that the Executive's
action or omission was in the best interests of the Company. Any act, or failure
to act, based upon authority given pursuant to a resolution duly adopted by the
Board or based upon the advice of counsel for the Company shall be conclusively
presumed to be done, or omitted to be done, by the Executive in good faith and
in the best interests of the Company. The termination of employment of the
Executive shall not be deemed to be for cause unless and until there shall have
been delivered to the Executive a copy of a resolution duly adopted by the
affirmative vote of not less than three-quarters of the entire membership of the
Board at a meeting of the Board called and held for such purpose (after
reasonable notice is provided to the Executive and the Executive is given an
opportunity, together with counsel, to be heard before the Board), finding that,
in the good faith opinion of the Board, the Executive is guilty of the conduct
described in subparagraph (i) or (ii) above and specifying the particulars
thereof in detail.

         "Change of Control" shall mean the first to occur of any of the
following dates :

         (1) the date the Board of Directors votes to approve and recommends a
stockholder vote to approve:

         (A) any consolidation or merger of the Company in which the Company is
             not the continuing or surviving corporation or pursuant to which
             shares of the Company's Common Stock would be converted into cash,
             securities or other property, other than any consolidation or
             merger of the Company in which the holders of the Company's Common
             Stock immediately prior to the consolidation or merger have the
             same proportionate ownership of

                                      22

<PAGE>   23

             common stock of the surviving corporation immediately after the
             consolidation or merger;

         (B) any sale, lease, or other transfer of all, or substantially all,
             of the assets of the Company, other than any sale, lease, or other
             transfer to any corporation where the Company owns, directly or
             indirectly, at least eighty percent (80%) of the outstanding
             voting securities of the corporation after the transfer; or

         (C) any plan or proposal for the liquidation or dissolution of the
             Company.

         (2) the date of any person (as such term as used in Section 13(d) of
the Securities Exchange Act of 1934, hereinafter the "1934 Act"), other than
one or more trusts established by the Company for the benefit of employees of
the Company or its subsidiaries, shall become the beneficial owner (within the
meaning of Rule 13d-3 under the 1934 Act) of Rule 13d-3 under the 1934 Act) of
twenty percent (20%) or more of the Company's outstanding Common Stock; or

         (3) the date, during any period of twenty-four (24) consecutive
months, on which individuals who at the beginning of such period constitute the
entire Board of Directors of the Company shall cease for any reason to
constitute a majority thereof unless the election, or the nomination for
election by the Company's stockholders, of each new director comprising the
majority was approved by a vote of at least a majority of the Continuing
Directors in office on the date of such election or nomination for election of
the new director. For purposes hereof, a "Continuing Director" shall mean:

         (A) any member of the Board of Directors at the close of business on
             February 1, 1999;

         (B) any member of the Board who succeeds any Continuing Director
             described in subparagraph (A) above if such successor was elected,
             or nominated for election by the Company's stockholders, by a
             majority of the Continuing Directors then still in office;

         (C) any director elected, or nominated for election by the Company's
             stockholders to fill any vacancy or newly created directorship on
             the Board of Directors of the Company by a majority of the
             Continuing Directors then still in office; or

         (D) any member of the Board who succeeds any Continuing Director
             described in subparagraph (A), (B) or (C) above or in this
             subparagraph, which member was selected and appointed by the
             Executive to fill the unexpired term of a director who, because
             such person is no longer an officer of the Company, is no longer
             on the Board.

                                      23