##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 (Amendment No. 1)
 Mark One
 þ
    
    Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
 For the fiscal year ended June 30, 2007
 OR
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 For the transition period from  to.
 Commission file number 1-12665
 AFFILIATED COMPUTER SERVICES, INC.
  Delaware
    
    51-0310342State or other jurisdiction of 
incorporation or organization
    
    (I.R.S. Employer Identification No.)
 2828 North Haskell
Dallas, Texas 75204
 214-841-6111
 Securities Registered Pursuant to Section 12(b) of the Act:
 Title of each class
    
    Name of exchange on which registeredClass A common stock, par 
value $.01 per share
    
    New York Stock Exchange
 Securities Registered Pursuant to Section 12(g) of the Act:
NONE
 o þ
 o þ
 þ o
 o
  þ o o
 o þ




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##### 



AFFILIATED COMPUTER SERVICES, INC.
 FORM 10-K/A
for the Fiscal Year Ended June 30, 2007
 TABLE OF CONTENTS
 EXPLANATORY NOTEPart IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance of the Registrant
    
    
    1Item 11.
    
    Executive Compensation
    
    
    6Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    33Item 13.
    
    Certain Relationships and Related Transactions and Director Independence
    
    
    35Item 14.
    
    Principal Accounting Fees and Services
    
    
    36Part IVItem 15.
    
    Exhibits, Financial Statement Schedules
    
    
    37Certification of CEO Pursuant to Rule 13a-14(a)Certification of CFO Pursuant to Rule 13a-14(a)Certification of CEO Pursuant to Rule 13a-14(b)Certification of CFO Pursuant to Rule 13a-14(b)
  2




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##### Table of Contents



EXPLANATORY NOTE
  
 PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE OF THE REGISTRANT
 Directors
  Served asDirectorName
    
    Principal Occupation
    
    SinceDarwin Deason
    
    Chairman of the Board
    
    1988Lynn R. Blodgett
    
    President and Chief Executive Officer
    
    2005John H. Rexford
    
    Executive Vice President
    
    2006Joseph P. ONeill
    
    President and Chief Executive Officer,
Public Strategies Washington, Inc.
    
    1994Frank A. Rossi
    
    Chairman, FAR Holdings Company, L.L.C.
    
    1994J. Livingston Kosberg
    
    Investor
    
    2003Dennis McCuistion
    
    President, McCuistion & Associates, Inc.
    
    2003Robert B. Holland, III
    
    Investor
    
    2007
 Business Experience of each Director
  Darwin Deason,
 Lynn R. Blodgett,
 John H. Rexford,
 1




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Joseph P. ONeill,
 Frank A. Rossi,
 J. Livingston Kosberg,
 Dennis McCuistion,
 Robert B. Holland, III,
  2




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##### Table of Contents



Executive Officers
  Name
    
    Position with the CompanyTom Burlin
    
    Chief Operating OfficerTom Blodgett
    
    Executive Vice President and Group President  Business Process SolutionsAnn Vezina
    
    Executive Vice President and Group President  Commercial Solutions GroupWilliam L. Deckelman, Jr.
    
    Executive Vice President, Corporate Secretary and General CounselKevin Kyser
    
    Executive Vice President, Chief Financial OfficerLora Villarreal
    
    Executive Vice President and Chief People Officer
 Business Experience of each Executive Officer
 Tom Burlin
 Tom Blodgett,
 Ann Vezina,
 William L. Deckelman, Jr
 Kevin Kyser,
 Lora J. Villarreal
 3




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##### Table of Contents



Corporate Governance
 Director Independence
 www.acs-inc.com
 Corporate Governance Guidelines
  
    
    submission of the auditors selected by our Audit Committee to stockholders for
ratification annually;
    
    adoption of an auditor rotation policy;
    
    formation of a Nominating and Corporate Governance Committee comprised solely of
independent directors;
    
    the implementation of stock ownership guidelines for both directors and executive
officers;
    
    a prohibition on stock option re-pricing;
    
    formalization of the ability of independent directors and committees of the Board of
Directors to retain outside advisors;
    
    formation of a Compensation Committee comprised solely of independent directors;
    
    performance of a periodic formal Board evaluation; and
    
    limitation of the number of additional company boards a director may serve on to a
maximum of four.
 www.acs-inc.com
 Code of Conduct
 www.acs-inc.com www.acs-inc.com
 4




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##### Table of Contents



Executive Sessions and Lead Independent Director
  Stockholder and Interested Party Communications
 director@acs-inc.com rd
 Board of Directors and Board Committees
 www.acs-inc.com
 Audit Committee
   
    
    monitoring the integrity of our consolidated financial statements;
    
    discussing with management and our independent registered public accounting firm our
annual audited financial statements, quarterly financial statements and reported
earnings prior to the release thereof to the public;
    
    monitoring our auditing, accounting and financial reporting processes;
    
    monitoring our system of internal controls and the independence and performance of
our internal auditors; and
    
    appointing and monitoring our independent registered public accounting firm.
 www.acs-inc.com
 Compensation Committee
  5




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##### Table of Contents




    
    recommending to the Board of Directors policies and plans concerning the salaries,
bonuses and other compensation of our executive officers (including reviewing the
salaries of the executive officers and recommending bonuses and other forms of
additional compensation for the executive officers);
    
    compliance with the requirements of Section 162(m) of the Internal Revenue Code of
1986, as amended (the Code), with respect to the review of compensation to executive
officers whose annual compensation exceeds $1 million so that such amounts may be
deductible by us for federal income tax purposes; and
    
    the grant of all awards under the stock option plans (other than those to
independent directors).
 www.acs-inc.com
 Nominating and Corporate Governance Committee
  www.acs-inc.com
 Special Transaction Committee
  Section 16(a) Beneficial Ownership Reporting Compliance
  
 ITEM 11. EXECUTIVE COMPENSATION
 Compensation Discussion and Analysis
 Overview of Compensation Program and Philosophy
  6




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
    
    to attract and retain qualified, motivated executives;
    
    to closely align the financial interests of our executives with both the short and
long-term interests of our stockholders;
    
    to promote fair treatment of all employees; and
    
    to encourage equity ownership by our executives.
 Comparative Review
  Elements of Compensation
    7




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##### Table of Contents




    
    Base Salaries
  
    
    Incentive Bonus
  FY07 Bonus Plan
  Consolidated ACS
    
    The Consolidated ACS performance goals are established to ensure that
certain consolidated corporate criteria are met before bonuses are paid. The
percentage of achievement against the performance goals is multiplied by the
percentage of achievement of the ACS Corporate or Business Unit performance goals.ACS Corporate
    
    The bonus of each of the executive officers participating in the
FY07 Bonus Plan is determined based on the achievement of performance goals in this group.Business Unit
    
    A business unit calculation is determined by the achievement of performance
goals for each business segment  Commercial Solutions and Government Solutions.
    8




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##### Table of Contents



Special Executive FY07 Plan
   Consolidated ACS
    
    The Consolidated ACS performance goals are established to ensure that
certain consolidated corporate criteria are met before bonuses are paid. The
percentage of achievement against the performance goals is multiplied by the
percentage of achievement of the ACS Corporate performance goals.ACS Corporate
    
    The bonus of each of the executive officers participating in the
FY07 Bonus Plan is determined based on the achievement of performance goals in this group.
   9




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
    
    Long Term Incentives  Our Stock Incentive Plans
  th
   10




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Retirement Benefits
  Generally Available Benefit Programs
  Perquisites
  Severance Agreements for Executive Officers
   11




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##### Table of Contents



Mr. Deasons Supplemental Executive Retirement Agreement and Employment Agreement
  Stock Ownership Guidelines
   
    
    Our Chief Executive Officer is required to own, within five years after he or she
becomes subject to the guideline, shares of our Class A common stock having a value
equal to a minimum of five times his or her annual base salary.
    
    Our other executive officers are required to own, within five years after he or she
becomes subject to the guideline, shares of our Class A common stock having a value
equal to a minimum of three times his or her annual base salary.
    
    Independent directors serving on the Board of Directors are required to own, within
three years after they become subject to the guideline, shares of our Class A common
stock having a value equal to a minimum of three times their annual retainer.
    
    Vested options to purchase Class A common stock may be counted as shares owned in
determining compliance with the guideline.
  12




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##### Table of Contents



Report of the Compensation Committee
  Compensation Committee
 
  *
    
    Mr. Holland has served as a member of the Compensation Committee only since January 24, 2007, the
date of his election to the ACS Board of Directors. Mr. Holland was not involved in and did not
participate in any decision of the Compensation Committee prior to the date he joined the
Committee. Mr. Holland abstained from voting on the approval of the report of the Compensation
Committee.  13




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##### Table of Contents



SUMMARY COMPENSATION TABLE FOR FISCAL 2007
  Change inPensionNon-
    
    Value andEquity
    
    NonqualifiedIncentive
    
    Deferred
    
    AllName
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    Option
    
    Plan
    
    Compensation
    
    OtherAnd
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards
    
    Awards
    
    Compensation
    
    Earnings
    
    Compensation
    
    TotalPrincipal Position
    
    Year
    
    Salary ($)
    
    Bonus ($)
    
    ($)(1)
    
    ($)(2)
    
    ($)(3)
    
    ($)
    
    ($)
    
    ($)Darwin Deason
    
    
    2007
    
    
    
    916,053
    
    
    
    
    
    
    
    
    
    
    
    2,048,835
    (4)
    
    
    1,835,468
    
    
    
    952,710
    
    
    
    159,618
    (5)
    
    
    5,912,684Chairman of the
BoardLynn Blodgett
    
    
    2007
    
    
    
    695,769
    
    
    
    
    
    
    
    
    
    
    
    1,767,183
    
    
    
    1,200,000
    
    
    
    
    
    
    
    32,759
    (6)
    
    
    3,695,711President & Chief
Executive OfficerJohn Rexford
    
    
    2007
    
    
    
    429,108
    
    
    
    
    
    
    
    
    
    
    
    796,062
    
    
    
    600,000
    
    
    
    
    
    
    
    300,713
    (7)
    
    
    2,125,883Executive Vice
President and Chief
Financial OfficerTom Burlin
    
    
    2007
    
    
    
    420,913
    
    
    
    
    
    
    
    
    
    
    
    542,306
    
    
    
    600,000
    
    
    
    
    
    
    
    38,614
    (8)
    
    
    1,601,833Executive Vice
President and Chief
Operating OfficerAnn Vezina
    
    
    2007
    
    
    
    422,401
    
    
    
    
    
    
    
    
    
    
    
    273,499
    
    
    
    600,000
    
    
    
    
    
    
    
    31,954
    (9)
    
    
    1,327,854Executive Vice
President and Chief
Operating Officer -
Commercial SolutionsFormer Officers:Mark King
    
    
    2007
    
    
    
    698,654
    
    
    
    
    
    
    
    
    
    
    
    1,581,016
    
    
    
    
    
    
    
    
    
    
    
    32,193
    (10)
    
    
    2,311,863Former President and
Chief Executive
OfficerWarren D. Edwards
    
    
    2007
    
    
    
    456,455
    
    
    
    
    
    
    
    
    
    
    
    687,882
    
    
    
    
    
    
    
    
    
    
    
    17,611
    (11)
    
    
    1,161,948Former Executive
Vice President and
Chief Financial
Officer
 
 (1)
    
    We did not grant any restricted stock awards or stock appreciation rights (SARs) to
the Named Executive Officers during fiscal year 2007.(2)
    
    The amount shown for each executive officer is not cash compensation, but rather the
compensation costs recognized in our financial statements for fiscal year 2007 related to
outstanding grants of stock options to each named executive officer to the extent we
recognized compensation costs in fiscal year 2007 for such awards in accordance with the 14




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##### Table of Contents



provisions of SFAS 123(R). (All of Mr. Deason's outstanding option grants were related to prior years.) These amounts are
adjusted to reflect the repricing of certain outstanding stock options. For a discussion of
valuation assumptions used in the SFAS 123(R) calculations, see Note 2 of the Notes to our
Consolidated Financial Statements included in the Original Filing. The
following table shows for each award, the fiscal year 2007 cost based on the original grant
price and the increase in the fiscal year 2007 cost as a result of the change in measurement
date: Increase in FY 07Cost as a Result ofFY 2007 Cost
    
    a Change in theNamed Executive
    
    Option
    
    Original Option
    
    based on Original
    
    Measurement Date
    
    Total CompensationOfficer
    
    Number
    
    Grant Date
    
    Grant Price ($)
    
    ($) (a)
    
    Cost in 2007 ($)Darwin Deason
    
    
    1303
    
    
    
    7/23/02
    
    
    
    671,940
    
    
    
    66,273
    
    
    
    738,2131303
    a
    
    
    7/23/02
    
    
    
    1,007,912
    
    
    
    302,710
    
    
    
    1,310,622Lynn Blodgett
    
    
    647
    a
    
    
    7/11/00
    
    
    
    N/A
    
    
    
    6,850
    
    
    
    6,850853
    a
    
    
    9/26/01
    
    
    
    21,409
    
    
    
    41,234
    
    
    
    62,643853
    
    
    
    9/26/01
    
    
    
    32,104
    
    
    
    12,603
    
    
    
    44,7071307
    
    
    
    7/23/02
    
    
    
    83,992
    
    
    
    8,284
    
    
    
    92,2761307
    a
    
    
    7/23/02
    
    
    
    125,988
    
    
    
    37,839
    
    
    
    163,8271758
    
    
    
    8/11/03
    
    
    
    309,068
    
    
    
    0
    
    
    
    309,0681888
    
    
    
    7/30/04
    
    
    
    357,772
    
    
    
    (35,538
    )
    
    
    322,2342326
    
    
    
    3/18/05
    
    
    
    557,308
    
    
    
    0
    
    
    
    557,3083470
    
    
    
    12/9/06
    
    
    
    208,270
    
    
    
    0
    
    
    
    208,270John Rexford
    
    
    1241
    
    
    
    7/23/02
    
    
    
    55,996
    
    
    
    5,523
    
    
    
    61,5191241
    a
    
    
    7/23/02
    
    
    
    83,992
    
    
    
    25,226
    
    
    
    109,2181755
    
    
    
    8/11/03
    
    
    
    154,536
    
    
    
    0
    
    
    
    154,5361893
    
    
    
    7/30/04
    
    
    
    89,444
    
    
    
    (8,884
    )
    
    
    80,5602329
    
    
    
    3/18/05
    
    
    
    278,656
    
    
    
    0
    
    
    
    278,6563472
    
    
    
    12/9/06
    
    
    
    111,573
    
    
    
    0
    
    
    
    111,573Tom Burlin
    
    
    2572
    
    
    
    6/13/05
    
    
    
    270,204
    
    
    
    123,338
    
    
    
    393,5423447
    
    
    
    12/9/06
    
    
    
    148,764
    
    
    
    0
    
    
    
    148,764Ann Vezina
    
    
    1532
    
    
    
    7/21/03
    
    
    
    30,056
    
    
    
    1,623
    
    
    
    31,6792054
    
    
    
    7/30/04
    
    
    
    34,176
    
    
    
    (3,505
    )
    
    
    30,6712349
    
    
    
    5/3/05
    
    
    
    60,828
    
    
    
    1,557
    
    
    
    62,3853458
    
    
    
    12/9/06
    
    
    
    148,764
    
    
    
    0
    
    
    
    148,764Former Officers:Mark King
    
    
    1305
    
    
    
    7/23/02
    
    
    
    623,074
    
    
    
    3,329
    
    
    
    626,4031753
    
    
    
    8/11/03
    
    
    
    250,427
    
    
    
    0
    
    
    
    250,4271887
    
    
    
    7/30/04
    
    
    
    109,690
    
    
    
    (2,702
    )
    
    
    106,9882325
    
    
    
    3/18/05
    
    
    
    597,198
    
    
    
    0
    
    
    
    597,198Warren D. Edwards
    
    
    1310
    
    
    
    7/23/02
    
    
    
    129,305
    
    
    
    832
    
    
    
    130,1371752
    
    
    
    8/11/03
    
    
    
    187,822
    
    
    
    0
    
    
    
    187,8221892
    
    
    
    7/30/04
    
    
    
    73,122
    
    
    
    (1,801
    )
    
    
    71,3212328
    
    
    
    3/18/05
    
    
    
    298,602
    
    
    
    0
    
    
    
    298,602
 
 (a)
    
    Represents the incremental increase in compensation cost to the Company in fiscal
year 2007 for such awards in accordance with the provisions of SFAS 123(R) resulting
from the change in measurement date of the option grant and our agreement to pay to the
executive (other than Messrs. King and Edwards) the difference between the original
option grant price and the grant price on the corrected measurement date, if
applicable. See discussion of Mr. King and Mr. Edwards separation agreements in Note 23
in the Notes to our Consolidated Financial Statements.(3)
    
    The amounts shown were earned under our FY07 Bonus Plan and Special Executive FY07
Bonus Plan. For a description of these plans, please see Compensation Discussion &
Analysis  Incentive Bonus. 15




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(4)
    
    As discussed under the caption Mr. Deasons Supplemental Executive Retirement
Agreement in this Item 11 of this Part III, option grants have been made to Mr. Deason to fund his Supplemental
Executive Retirement Agreement. The Company recognized $1,159,005 of compensation costs in
our financial statements for fiscal year 2007 in accordance with the provisions of SFAS
123(R) related to one option grant made to fund the Supplemental Executive Retirement
Agreement of Mr. Deason. That compensation cost is excluded from the compensation cost
reflected in the Option Awards column. For a discussion of valuation assumptions used in
the SFAS 123(R) calculations, see Note 2 of the Notes to our Consolidated
Financial Statements included in the Original Filing.(5)
    
    Represents $102,110 in non-business use of corporate aircraft, $5,228 in auto expense,
$4,834 in group life insurance and $47,446 in medical costs. We maintain an overall
security program for our Chairman of the Board and Company founder, Mr. Deason, due to
business-related security concerns. Mr. Deason is provided with security systems and
equipment as well as security advice and personal protection services. The cost of these
systems and services are incurred as a result of business-related concerns and are not
maintained as perquisites or otherwise for the personal benefit of Mr. Deason. As a result,
we have not included such costs in the column All Other Compensation. We expended
$423,011 in fiscal year 2007 for such security advice and personal protection services.
With regard to the personal protection services, other executive officers and members of
our Board of Directors receive the incidental benefit of these services when attending a
meeting or other function at which Mr. Deason is also present; such incidental benefit has
not been calculated or allocated for purposes of this table.(6)
    
    Represents $1,402 in non-business use of corporate aircraft, $631 in group life
insurance, $6,988 in long term disability insurance and $23,738 in medical costs.(7)
    
    Represents $329 in group life insurance, $8,844 in long term disability insurance,
$6,230 in matching ACS Savings Plan contributions, $17,463 in medical costs and $267,847 in
commission payments.(8)
    
    Represents $348 in group life insurance and $38,266 in medical costs.(9)
    
    Represents $205 in group life insurance, $6,180 in long term disability insurance,
$4,883 in matching ACS Savings Plan contributions, $12,881 in relocation payments and $7,805 in
medical costs.(10)
    
    Represents $758 in group life insurance, $9,072 in long term disability insurance,
$2,812 in matching ACS Savings Plan contributions and $19,551 in medical costs. Mr. King resigned as
a director and our President and Chief Executive Officer effective as of November 26, 2006.(11)
    
    Represents $309 in group life insurance, $4,290 in long term disability insurance,
$2,572 in matching ACS Savings Plan contributions and $10,440 in medical costs. Mr. Edwards resigned
as our Executive Vice President and Chief Financial Officer effective as of November 26,
2006. 16




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##### Table of Contents



Grants of Plan-Based Awards
  Grants of Plan-Based Awards
For Fiscal 2007
 AllOther
    
    All OtherStock
    
    Option
    
    Exercise
    
    GrantAwards:
    
    Awards:
    
    or Base
    
    Date FairEstimated Possible Payouts
    
    Estimated Future Payouts
    
    Number
    
    Number of
    
    Price of
    
    Value ofUnder Non-Equity Incentive
    
    Under Equity Incentive
    
    of Shares
    
    Securities
    
    Option
    
    Stock andPlan Awards (1)
    
    Plan Awards
    
    of Stock
    
    Underlying
    
    Awards
    
    OptionGrant
    
    Threshold
    
    Target
    
    Maximum
    
    Threshold
    
    Target
    
    Maximum
    
    or Units
    
    Options
    
    ($/
    
    AwardsName
    
    Date
    
    ($)
    
    ($)
    
    ($)
    
    (#)
    
    (#)
    
    (#)
    
    (#)
    
    (#)
    
    share)
    
    ($) (2)Darwin Deason
    
    
    9/28/06
    
    
    
    0
    
    
    
    
    
    
    
    2,294,335
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Lynn Blodgett
    
    
    12/9/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    140,000
    
    
    $
    49.55
    
    
    $
    1,849,5911/17/07
    
    
    
    0
    
    
    
    
    
    
    
    1,500,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    John Rexford
    
    
    12/9/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    75,000
    
    
    $
    49.55
    
    
    $
    990,8521/17/07
    
    
    
    0
    
    
    
    
    
    
    
    750,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Tom Burlin
    
    
    12/9/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    $
    49.55
    
    
    $
    1,321,1361/17/07
    
    
    
    0
    
    
    
    
    
    
    
    750,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ann Vezina
    
    
    12/9/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    $
    49.55
    
    
    $
    1,321,1361/17/07
    
    
    
    0
    
    
    
    
    
    
    
    750,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Former OfficersMark King
    
    
    9/28/06
    
    
    
    0
    
    
    
    
    
    
    
    1,575,000
    (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Warren Edwards
    
    
    9/28/06
    
    
    
    0
    
    
    
    
    
    
    
    514,500
    (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Amounts shown represent the threshold and maximum awards that could be earned by the
named executive officers under the FY07 Bonus Plan and the Special Executive FY07 Bonus
Plan, as applicable, for fiscal year 2007. Actual bonuses paid under these plans for fiscal
year 2007 are shown in the Summary Compensation Table in the Non-Equity Incentive Plan
Compensation column.(2)
    
    The value of an option award is based on the fair value as of the grant date of such
award determined pursuant to SFAS 123(R). The exercise price for all options granted to the
named executive officers is 100% of the fair market value of the shares on the grant date.
The exercise price for each option grant is 100% of the fair market value of a share of the
Companys Class A Common Stock on the date of grant which was determined by reference to
the closing price for such stock on such date on the New York Stock Exchange. Regardless of
the value placed on a stock option on the grant date, the actual value of the option will
depend on the market value of the Companys common stock at such date in the future when
the option is exercised.(3)
    
    Mr. King resigned as a director and our President and Chief Executive Officer effective
as of November 26, 2006. Under the terms of the King Agreement, Mr. King was not eligible
to receive any non-equity incentive plan based awards for fiscal year 2007.(4)
    
    Mr. Edwards resigned as our Executive Vice President and Chief Financial Officer
effective as of November 26, 2006. Under the terms of the Edwards Agreement, Mr. Edwards
was not eligible to receive any non-equity incentive plan based awards for fiscal year 2007.  17




---



##### Table of Contents



Mr. Deasons Employment Agreement
  Retirement Benefits
 ACS Savings Plan
 ACS Supplemental Savings Plan
 Perquisites
  
    
    Executive Medical Plan. Under the Executive Medical Plan, normal and customary medical, dental
and vision care costs, for executives and their immediate family members are paid by us.
We do not pay non-medically necessary costs, such as cosmetic surgery. If costs paid by the
Company exceed $25,000 or relate to services or supplies considered experimental, investigational
or under clinical investigation, then the medical expenses that exceed the $25,000, along with
any expenses for experimental, investigational or under clinical investigation services or
supplies, are imputed as income to the executive.
    
    Executive Long Term Disability Plan. Certain of our executive officers are
eligible to participate in our Executive Long Term Disability Plan which provides
additional long-term disability coverage through age 65 for certain of our executive
officers in addition to the standard policy provided to each of our employees.
    
    Prescription Benefit. Paid prescription coverage up to 100% for our executive
officers and their immediate family members.
    
    Annual Physical Examination. Reimbursement up to $1,000 annually for any physical
examination for the executive officer, and up to $500 annually for any physical
examination for the executive officers spouse, performed by a designated physician or
other licensed physician of their choice.
    
    Estate planning services. Our executive officers receive a benefit of up to
$25,000 for initial estate planning services and up to $10,000 per annum for
subsequent services.
    
    Income Tax Preparation. Each of our executive officers may be reimbursed, up to
$1,000 per annum, for income tax preparation services for preparation of their income
tax returns.
 18




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##### Table of Contents



19




---



##### Table of Contents



Outstanding Equity Awards
  Outstanding Equity Awards at Fiscal 2007 Year-End
 Option Awards
    
    Stock AwardsEquityEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Equity
    
    Incentive PlanIncentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market
    
    Incentive Plan
    
    Awards:Plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    Value of
    
    Awards:
    
    Market orAwards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    Shares or
    
    Number of
    
    Payout ValueNumber of
    
    Number of
    
    
    
    
    
    Number of
    
    
    
    
    
    
    
    
    
    Number of
    
    Units of
    
    Unearned
    
    of UnearnedSecurities
    
    Securities
    
    
    
    
    
    Securities
    
    
    
    
    
    
    
    
    
    Shares or
    
    Stock
    
    Shares, Units
    
    Shares, UnitsUnderlying
    
    Underlying
    
    
    
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    Units of
    
    That
    
    or Other
    
    or OtherUnexercised
    
    Unexercised
    
    
    
    
    
    Unexercised
    
    Option
    
    Option
    
    Stock That
    
    Have Not
    
    Rights That
    
    Rights thatOptions (#)
    
    Options (#)
    
    
    
    
    
    Unearned
    
    Exercise
    
    Expiration
    
    Have Not
    
    Vested
    
    Have Not
    
    Have NotName
    
    Exercisable
    
    Unexercisable
    
    
    
    Options (#)
    
    Price ($)
    
    Date
    
    Vested (#)
    
    ($) (1)
    
    Vested (#)
    
    Vested ($)Darwin Deason
    
    
    240,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35.75
    
    
    
    7/23/12
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    240,000
    
    
    
    120,000
    (1)
    
    
    
    
    
    
    
    
    
    
    37.57
    
    
    
    7/23/12
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Lynn Blodgett
    
    
    80,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16.4375
    
    
    
    7/11/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23.47
    
    
    
    7/11/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,800
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44.87
    
    
    
    9/26/11
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    43,200
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38.66
    
    
    
    9/26/11
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35.75
    
    
    
    7/23/12
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    15,000
    (2)
    
    
    
    
    
    
    
    
    
    
    37.57
    
    
    
    7/23/12
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60,000
    
    
    
    40,000
    (3)
    
    
    
    
    
    
    
    
    
    
    44.10
    
    
    
    8/11/13
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,000
    
    
    
    60,000
    (4)
    
    
    
    
    
    
    
    
    
    
    51.90
    
    
    
    7/30/14
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    80,000
    
    
    
    120,000
    (5)
    
    
    
    
    
    
    
    
    
    
    50.25
    
    
    
    3/18/15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    140,000
    (6)
    
    
    
    
    
    
    
    
    
    
    49.55
    
    
    
    12/9/16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    John Rexford
    
    
    24,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16.4375
    
    
    
    7/11/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23.47
    
    
    
    7/11/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35.75
    
    
    
    7/23/12
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    10,000
    (7)
    
    
    
    
    
    
    
    
    
    
    37.57
    
    
    
    7/23/12
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    20,000
    (8)
    
    
    
    
    
    
    
    
    
    
    44.10
    
    
    
    8/11/13
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    15,000
    (9)
    
    
    
    
    
    
    
    
    
    
    51.90
    
    
    
    7/30/14
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,000
    
    
    
    60,000
    (10)
    
    
    
    
    
    
    
    
    
    
    50.25
    
    
    
    3/18/15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    75,000
    (11)
    
    
    
    
    
    
    
    
    
    
    49.55
    
    
    
    12/9/16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Tom Burlin
    
    
    40,000
    
    
    
    60,000
    (12)
    
    
    
    
    
    
    
    
    
    
    51.83
    
    
    
    6/13/15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
    (13)
    
    
    
    
    
    
    
    
    
    
    49.55
    
    
    
    12/9/16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ann Vezina
    
    
    6,000
    
    
    
    4,000
    (14)
    
    
    
    
    
    
    
    
    
    
    44.10
    
    
    
    7/21/13
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    (15)
    
    
    
    
    
    
    
    
    
    
    51.90
    
    
    
    7/30/14
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    15,000
    (16)
    
    
    
    
    
    
    
    
    
    
    48.14
    
    
    
    5/3/15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
    (17)
    
    
    
    
    
    
    
    
    
    
    49.55
    
    
    
    12/9/16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 20




---



##### Table of Contents



Option Awards
    
    Stock AwardsEquityEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Equity
    
    Incentive PlanIncentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market
    
    Incentive Plan
    
    Awards:Plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    Value of
    
    Awards:
    
    Market orAwards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    Shares or
    
    Number of
    
    Payout ValueNumber of
    
    Number of
    
    
    
    
    
    Number of
    
    
    
    
    
    
    
    
    
    Number of
    
    Units of
    
    Unearned
    
    of UnearnedSecurities
    
    Securities
    
    
    
    
    
    Securities
    
    
    
    
    
    
    
    
    
    Shares or
    
    Stock
    
    Shares, Units
    
    Shares, UnitsUnderlying
    
    Underlying
    
    
    
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    Units of
    
    That
    
    or Other
    
    or OtherUnexercised
    
    Unexercised
    
    
    
    
    
    Unexercised
    
    Option
    
    Option
    
    Stock That
    
    Have Not
    
    Rights That
    
    Rights thatOptions (#)
    
    Options (#)
    
    
    
    
    
    Unearned
    
    Exercise
    
    Expiration
    
    Have Not
    
    Vested
    
    Have Not
    
    Have NotName
    
    Exercisable
    
    Unexercisable
    
    
    
    Options (#)
    
    Price ($)
    
    Date
    
    Vested (#)
    
    ($) (1)
    
    Vested (#)
    
    Vested ($)Former OfficersMark King
    
    
    68,000
    (18)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25.8502
    
    
    
    9/28/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
    (18)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25.8502
    
    
    
    9/28/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
    (18)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25.8502
    
    
    
    9/28/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200,000
    (18)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34.67
    
    
    
    9/28/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    160,000
    (18)
    
    
    40,000
    (18)
    
    
    
    
    
    
    
    
    
    
    37.57
    
    
    
    9/28/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60,000
    
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    44.10
    
    
    
    6/30/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    15,000
    
    
    
    
    
    
    
    
    
    
    
    51.90
    
    
    
    6/30/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    120,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50.25
    
    
    
    6/30/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Warren Edwards
    
    
    30,000
    (18)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23.47
    
    
    
    9/28/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
    (18)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34.67
    
    
    
    9/28/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,000
    (18)
    
    
    10,000
    (18)
    
    
    
    
    
    
    
    
    
    
    37.57
    
    
    
    9/28/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,000
    
    
    
    15,000
    
    
    
    
    
    
    
    
    
    
    
    44.10
    
    
    
    6/30/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    
    51.90
    
    
    
    6/30/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50.25
    
    
    
    6/30/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    This option was granted on July 23, 2002. This option became fully exercisable on July
23, 2007.(2)
    
    This option was granted on July 23, 2002. This option became fully exercisable on July
23, 2007.(3)
    
    This option was granted on August 11, 2003. 20,000 shares became exercisable on August
11, 2007. Assuming continued employment with the Company, the remaining 20,000 shares will
become exercisable on August 11, 2008.(4)
    
    This option was granted on July 30, 2004. 20,000 shares became exercisable on July 30,
2007. Assuming continued employment with the Company, 20,000 shares will become
exercisable on July 30 of each of 2008 and 2009.(5)
    
    This option was granted on March 18, 2005. Assuming continued employment with the
Company, 40,000 shares will become exercisable on March 18 of each of 2008, 2009 and 2010.(6)
    
    This option was granted on December 9, 2006. Assuming continued employment with the
Company, 28,000 shares will become exercisable on December 9 of each of 2007, 2008, 2009,
2010 and 2011.(7)
    
    This option was granted on July 23, 2002. This option became fully exercisable on July
23, 2007.(8)
    
    This option was granted on August 11, 2003. 10,000 shares became exercisable on August
11, 2007. Assuming continued employment with the Company, the remaining 10,000 shares will
become exercisable on August 11, 2008.(9)
    
    This option was granted on July 30, 2004. 5,000 shares became exercisable on July 30,
2007. Assuming continued employment with the Company, 5,000 shares will become exercisable
on July 30 of each of 2008 and 2009.(10)
    
    This option was granted on March 18, 2005. Assuming continued employment with the
Company, 20,000 shares will become exercisable on March 18 of each of 2008, 2009 and 2010.(11)
    
    This option was granted on December 9, 2006. Assuming continued employment with the
Company, 15,000 shares will become exercisable on December 9 of each of 2007, 2008, 2009,
2010 and 2011.(12)
    
    This option was granted on June 13, 2005. Assuming continued employment with the
Company, 20,000 shares will become exercisable on June 13 of each of 2008, 2009 and 2010.(13)
    
    This option was granted on December 9, 2006. Assuming continued employment with the
Company, 20,000 shares will become exercisable on December 9 of each of 2007, 2008, 2009,
2010 and 2011.(14)
    
    This option was granted on July 21, 2003. 2,000 shares became exercisable on July 21,
2007. Assuming continued employment with the Company, the remaining 2,000 shares will
become exercisable on July 21, 2008.(15)
    
    This option was granted on July 30, 2004. 6,000 shares became exercisable on July 30,
2007. Assuming continued employment with the Company, 2,000 shares will become exercisable
on July 30 of each of 2008 and 2009.(16)
    
    This option was granted on May 3, 2005. Assuming continued employment with the Company,
5,000 shares will become exercisable on May 3 of each of 2008, 2009 and 2010.(17)
    
    This option was granted on December 9, 2006. Assuming continued employment with the
Company, 20,000 shares will become exercisable on December 9 of each of 2007, 2008, 2009,
2010 and 2011.(18)
    
    These shares were exercised prior to September 28, 2007. 21




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##### Table of Contents



Equity Awards to fund Deasons Supplemental Executive Retirement Agreement
  Outstanding Equity Awards at Fiscal 2007 Year-End
 Option Awards
    
    Stock AwardsEquityEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Equity
    
    Incentive PlanIncentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market
    
    Incentive Plan
    
    Awards:Plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    Value of
    
    Awards:
    
    Market orAwards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    Shares or
    
    Number of
    
    Payout ValueNumber of
    
    Number of
    
    
    
    
    
    Number of
    
    
    
    
    
    
    
    
    
    Number of
    
    Units of
    
    Unearned
    
    of UnearnedSecurities
    
    Securities
    
    
    
    
    
    Securities
    
    
    
    
    
    
    
    
    
    Shares or
    
    Stock
    
    Shares, Units
    
    Shares, UnitsUnderlying
    
    Underlying
    
    
    
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    Units of
    
    That
    
    or Other
    
    or OtherUnexercised
    
    Unexercised
    
    
    
    
    
    Unexercised
    
    Option
    
    Option
    
    Stock That
    
    Have Not
    
    Rights That
    
    Rights thatOptions (#)
    
    Options (#)
    
    
    
    
    
    Unearned
    
    Exercise
    
    Expiration
    
    Have Not
    
    Vested
    
    Have Not
    
    Have NotName
    
    Exercisable
    
    Unexercisable
    
    
    
    Options (#)
    
    Price ($)
    
    Date
    
    Vested (#)
    
    ($) (1)
    
    Vested (#)
    
    Vested ($)Darwin Deason
    
    
    150,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11.53125
    
    
    
    10/8/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300,000
    
    
    
    
    
    
    
    
    
    
    
    44.10
    
    
    
    8/11/13
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 22




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Option Exercises and Stock Vested
  Pension Benefits
  23




---



##### Table of Contents



Nonqualified Deferred Compensation
   Nonqualified Deferred Compensation
For Fiscal 2007
 Registrant
    
    AggregateExecutive
    
    Contributions
    
    Earnings in
    
    Aggregate
    
    AggregateContributions in
    
    in Last Fiscal
    
    Last Fiscal
    
    Withdrawals/
    
    Balance at LastLast Fiscal Year
    
    Year
    
    Year
    
    Distributions
    
    Fiscal Year EndName
    
    ($)
    
    ($)
    
    ($) (1)
    
    ($)
    
    ($)Darwin Deason
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Lynn Blodgett
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    John Rexford
    
    
    25,002
    
    
    
    1,128
    (1)
    
    
    5,854
    
    
    
    
    
    
    
    47,471Tom Burlin
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ann Vezina
    
    
    4,250
    
    
    
    1,026
    (2)
    
    
    4,069
    
    
    
    
    
    
    
    26,064Former OfficersMark King
    
    
    
    
    
    
    
    
    
    
    6,314
    
    
    
    
    
    
    
    92,836Warren Edwards
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Amount of Mr. Rexfords contribution consists of deferred salary earned in fiscal
year 2007. This amount is included in the Salary column in the Summary Compensation
Table for Fiscal 2007.(2)
    
    Amount of Ms. Vezinas contribution consists of deferred salary earned in fiscal
year 2007. This amount is included in the Salary column in the Summary Compensation
Table for Fiscal 2007. 24




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Equity Compensation Plan Information
  25




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##### Table of Contents



Post Termination Benefits
 Severance Agreements
       26




---



##### Table of Contents



Mr. Deasons Employment Agreement
    27




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##### Table of Contents



28




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##### Table of Contents



Severance Payments
  Executive
    
    CashOfficer
    
    Payment(a)
    
    Value of Non Cash Benefits (b)Darwin Deason
    
    
    10,606,124
    (c)
    
    
    546,840Lynn Blodgett
    
    
    6,259,673
    
    
    
    484,095Tom Burlin
    
    
    3,500,962
    
    
    
    505,839John Rexford
    
    
    3,725,075
    
    
    
    469,908Ann Vezina
    
    
    3,621,012
    
    
    
    436,923Bill Deckelman
    
    
    2,835,738
    
    
    
    458,406
 
 (a)
    
    The cash payment is principally composed of the base salary and bonus
component, but also includes the cash payment for accrued but unpaid
compensation, 401(k) deferred compensation and supplemental deferred
compensation.(b)
    
    The non-cash benefits include an estimate for directors and officers
liability insurance, continued insurance benefits and outplacement counseling.(c)
    
    The amounts do not include any payments due to Mr. Deason arising under
his Supplemental Executive Retirement Agreement. For a discussion of this
liability, see the caption Mr. Deasons Supplemental Executive Retirement
Agreement immediately following. Mr. Deasons Supplemental Executive Retirement Agreement
  29




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##### Table of Contents



Compensation Committee Interlocks and Insider Participation
  30




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##### Table of Contents



Director Compensation
For Fiscal 2007
  Change inPensionValue andNon-Equity
    
    NonqualifiedFees Earned
    
    Stock
    
    Option
    
    Incentive Plan
    
    Deferred
    
    All Otheror Paid in
    
    Awards
    
    Awards
    
    Compensation
    
    Compensation
    
    CompensationName
    
    Cash ($)(1)
    
    ($)
    
    ($) (2)
    
    ($)
    
    Earnings ($)
    
    ($)
    
    Total ($)Frank A. Rossi
    
    
    217,000
    
    
    
    
    
    
    
    114,058
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    331,058Joseph P. ONeill
    
    
    113,500
    
    
    
    
    
    
    
    123,010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    236,510J. Livingston Kosberg
    
    
    201,000
    
    
    
    
    
    
    
    105,009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    306,009Dennis McCuistion
    
    
    107,000
    
    
    
    
    
    
    
    105,009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    212,009Robert B. Holland, III
    
    
    163,500
    
    
    
    
    
    
    
    44,935
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    208,435
 
 (1)
    
    This column reports the amount of cash compensation paid in fiscal year 2007 for Board
and Committee service. This column includes fees paid to our non-employee directors for
attending Board and Committee meetings (in person or telephonically), service as lead
independent director, service as chair of one of the Committees of the Board, annual
retainer, participation in the Special Committee overseeing the internal investigation of
our stock option grant practices and participation in the Special Committee evaluating the
Companys strategic alternatives. The following table shows fees paid to each director as
they relate to such categories: Fees related to
    
    Fees related toSpecial
    
    SpecialLead
    
    
    
    
    
    
    
    
    
    Committee-
    
    Committee-Board
    
    Committee
    
    Independent
    
    Committee
    
    
    Annual
    
    Stock Option
    
    StrategicMeeting
    
    Meeting
    
    Director
    
    Chairmanship
    
    
    Retainer
    
    Investigation
    
    AlternativesDirector
    
    
    Fees($)
    
    Fees ($)
    
    Fees ($)
    
    Fees ($)
    
    
    Fees ($)
    
    ($)
    
    ($)
    
    
    Total ($)Frank A. Rossi
    
    
    22,000
    
    
    
    15,000
    
    
    
    
    
    
    
    15,000
    
    
    
    45,000
    
    
    
    20,000
    
    
    
    100,000
    (b)
    
    
    217,000Joseph P. ONeill
    
    
    22,000
    
    
    
    9,000
    
    
    
    17,500
    (a)
    
    
    
    
    
    
    45,000
    
    
    
    20,000
    
    
    
    
    (b)
    
    
    113,500J. Livingston
Kosberg
    
    
    22,000
    
    
    
    9,000
    
    
    
    
    
    
    
    5,000
    
    
    
    45,000
    
    
    
    20,000
    
    
    
    100,000
    (b)
    
    
    201,000Dennis McCuistion
    
    
    22,000
    
    
    
    15,000
    
    
    
    
    
    
    
    5,000
    
    
    
    45,000
    
    
    
    20,000
    
    
    
    
    (b)
    
    
    107,000Robert B. Holland,
III
    
    
    9,000
    
    
    
    7,000
    
    
    
    
    
    
    
    
    
    
    
    22,500
    
    
    
    
    
    
    
    125,000
    (b)
    
    
    163,500
 
 (a)
    
    Effective July 1, 2007, the lead independent director fee was increased to
$25,000 for fiscal year 2008. The Company inadvertently made a payment to Mr. ONeill
in May 2007 for services based on the fiscal year 2008 lead independent director fee
rate, resulting in an additional $2,500 paid to Mr. ONeill. This $2,500 additional
compensation amount will be adjusted during fiscal year 2008, through a deduction from
amounts payable to Mr. ONeill in fiscal year 2008.(b)
    
    At the call of the non-management directors, the Board of Directors held a
special meeting on April 26, 2007 with only the five non-management directors attending.
During that meeting the Board (i) approved fees for the two non-management directors,
who were not members of the Special Committee of $2,500 per meeting, where the purpose
of such meeting is to discuss strategic alternatives and whether such meeting is in
person or telephonic, and (ii) appointed a Fee Engagement Committee, which was comprised
of the two non-management directors who were not 31




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##### Table of Contents



members of the Special Committee. The Fee Engagement Committee was authorized by the
Board to set fees to be paid to the three members of the Special Committee. The Fee
Engagement Committee met immediately after the Board meeting and set fees for the three
members of the Special Committee. The amounts reflected are payments made in May 2007 to
the three members of the Special Committee in accordance with the action taken by the Fee
Engagement Committee. No per meeting fees were paid in fiscal year 2007 to the two
non-management directors who were not members of the Special Committee.(2)
    
    This column represents the dollar amount recognized for financial statement reporting
purposes with respect to the 2007 fiscal year for the fair value of stock options
previously granted to the directors. The fair value was estimated using the Black-Sholes
option-pricing model in accordance with SFAS 123(R). For a discussion of valuation
assumptions used in the SFAS 123(R) calculations, see Note 2 of the Notes to our
Consolidated Financial Statements. The following directors have outstanding option awards
at the end of fiscal year 2007: Mr. Rossi (32,500),
Mr. ONeill (92,500), Mr. Kosberg
(32,500), Mr. McCuistion (32,500) and Mr. Holland (40,000).   Fiscal Year 2007     Independent Director Annual Retainer
    
    $
    45,000     Lead Independent Director Annual Retainer
    
    $
    15,000
    (a)     Audit Committee Chair Annual Retainer
    
    $
    15,000     Nominating and Corporate Governance Committee Chair
Annual Retainer
    
    $
    5,000     Compensation Committee Chair Annual Retainer
    
    $
    5,000     Board Meeting (in person)
    
    $
    2,000     Board Meeting (telephonic)
    
    $
    1,000     Audit Committee Meeting (in person)
    
    $
    2,000     Audit Committee Meeting (telephonic)
    
    $
    1,000     Annual Stock Option Grant
    
    7,500 shares     Initial Stock Option Grant
    
    40,000 shares
 
 (a)
    
    Effective July 1, 2007, the lead independent director fee was increased to $25,000 for
fiscal year 2008.  32




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##### Table of Contents



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
 Security Ownership of Management and Principal Stockholders
  Amount
    
    
    
    
    
    Amount
    
    
    
    
    
    Percent ofand Nature
    
    Percent of
    
    and Nature
    
    Percent of
    
    Total Shares
    
    Percent ofof
    
    Total Shares
    
    of
    
    Total Shares
    
    of Class A
    
    TotalBeneficial
    
    of Class A
    
    Beneficial
    
    of Class B
    
    and Class B
    
    VotingOwnership
    
    Common
    
    Ownership
    
    Common
    
    Common
    
    Powerof Class A
    
    Stock
    
    of Class B
    
    Stock
    
    Stock
    
    OwnedCommon
    
    Owned
    
    Common
    
    Owned
    
    Owned
    
    BeneficiallyName
    
    Stock
    
    Beneficially
    
    Stock
    
    Beneficially
    
    Beneficially
    
    (1)BENEFICIAL OWNERS OF MORE THAN 5% OF OUR COMMON STOCKPzena Investment Management, LLC (2)
120 West
45th
Street
20th
Floor
New York, NY 10036
    
    
    8,112,120
    
    
    
    8.64
    %
    
    
    
    
    
    
    
    
    
    
    8.08
    %
    
    
    5.08
    %SECURITY OWNERSHIP OF MANAGEMENTDarwin Deason (3)
    
    
    2,739,864
    
    
    
    2.90
    %
    
    
    6,599,372
    
    
    
    100
    %
    
    
    9.23
    %
    
    
    41.11
    %Lynn Blodgett (4)
    
    
    397,300
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    *
    
    
    
    *John Rexford (5)
    
    
    183,928
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    *
    
    
    
    *Tom Burlin (6)
    
    
    40,000
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    *
    
    
    
    *Ann Vezina (7)
    
    
    25,310
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    *
    
    
    
    *Frank A. Rossi (8)
    
    
    72,000
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    *
    
    
    
    *Joseph P. ONeill (9)
    
    
    109,620
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    *
    
    
    
    *J. Livingston Kosberg (10)
    
    
    23,000
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    *
    
    
    
    *Dennis McCuistion (11)
    
    
    18,595
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    *
    
    
    
    *Robert B. Holland, III
    
    
    0
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    *
    
    
    
    *All Current Executive
Officers and
Directors as a Group
(persons) (12)
    
    
    3,911,416
    
    
    
    4.09
    %
    
    
    6,599,372
    
    
    
    100
    %
    
    
    10.28
    %
    
    
    41.55
    %Named Executive Officers who
resigned in FY 2007Mark A. King (13)
    
    
    245,000
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    *
    
    
    
    *Warren D. Edwards (14)
    
    
    155,307
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    *
    
    
    
    *All Current and Listed Former
Executive Officers and Directors
as a Group (15)
    
    
    4,311,273
    
    
    
    4.49
    %
    
    
    6,599,372
    
    
    
    100
    %
    
    
    10.63
    %
    
    
    41.69
    %
 
 *
    
    Less than 1%(1)
    
    In calculating the percent of total voting power, the voting power of shares of Class A
common stock (one vote per share) and Class B common stock (10 votes per share) are
aggregated. As of September 30, 2007, there were 93,841,106 shares of Class A common stock
and 6,599,372 shares of Class B common stock issued and outstanding.(2)
    
    Based on filings by the stockholder with the SEC dated August 14, 2007. Such
stockholder has indicated that as of June 30, 2007, it has sole voting power with respect
to 5,554,607 shares and no voting power with respect to the remaining shares and sole
investment power with respect to 7,980,745 shares and other investment power with respect
to the remaining shares.(3)
    
    The shares of our Class A common stock noted in the table include 750,000 shares of
Class A common stock which are not outstanding but are subject to options exercisable
within 60 days of September 30, 2007; and 6,970 shares owned by Mr. Deason through the ACS
Employee Stock Purchase Plan. See discussion
of Mr. Deasons voting rights under the caption
Voting Rights of Our Chairman in Item 7 of Part II of the
Original Filing. 33




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##### Table of Contents



(4)
    
    Includes 395,800 shares of Class A common stock, which are not outstanding, but are
subject to options exercisable within 60 days of September 30, 2007.(5)
    
    Includes 175,000 shares of Class A common stock, which are not outstanding, but are
subject to options exercisable within 60 days of September 30, 2007; 1,000 shares of our
Class A common stock owned through an Individual Retirement Account; 2,100 shares of our
Class A common stock owned through the ACS Savings Plan; and 5,828 shares of our Class A
common stock owned through the ACS Employee Stock Purchase Plan.(6)
    
    Includes 40,000 shares of our Class A common stock, which are not outstanding, but are
subject to options exercisable within 60 days of September 30, 2007.(7)
    
    Includes 24,000 shares of Class A common stock, which are not outstanding, but are
subject to options exercisable within 60 days of September 30, 2007; 41 shares of our Class
A common stock owned through the ACS Savings Plan; and 1,269 shares of our Class A common
stock owned through the ACS Employee Stock Purchase Plan.(8)
    
    Includes 22,000 shares of Class A common stock, which are not outstanding, but are
subject to options exercisable within 60 days of September 30, 2007.(9)
    
    Includes 82,000 shares of Class A common stock, which are not outstanding, but are
subject to options exercisable within 60 days of September 30, 2007.(10)
    
    Includes 18,000 shares of Class A common stock, which are not outstanding, but are
subject to options exercisable within 60 days of September 30, 2007. All shares are held
in the Livingston Kosberg Trust. Mr. Kosberg holds the sole voting power and sole
investment power with respect to such shares as Trustee.(11)
    
    Includes 18,000 shares of Class A common stock, which are not outstanding, but are
subject to options exercisable within 60 days of September 30, 2007. All shares are held
in the McCuistion and Associates, Inc. Profit Sharing Plan. Mr. McCuistion holds the sole
voting power and sole investment power with respect to such shares.(12)
    
    Includes 1,824,500 shares of our Class A common stock, which are not outstanding, but
are subject to options exercisable within 60 days of September 30, 2007; 1,000 shares of
our Class A common stock owned through an Individual Retirement Account; 2,910 shares of
our Class A common stock owned through the ACS Savings Plan; and 15,397 shares of our Class
A common stock owned through the ACS Employee Stock Purchase Plan.(13)
    
    Represents 245,000 shares of Class A common stock, which are not outstanding, but are
subject to options exercisable within 60 days of September 30, 2007. Mr. King
resigned as a director and our President and Chief Executive Officer effective as of
November 26, 2006.(14)
    
    Includes 150,000 shares of Class A common stock, which are not outstanding, but are
subject to options exercisable within 60 days of September 30, 2007; and 433 shares owned
through the ACS Savings Plan. Mr. Edwards resigned as our Executive Vice President and
Chief Financial Officer effective as of November 26, 2006.(15)
    
    Includes 2,219,500 shares of our Class A common stock, which are not outstanding, but
are subject to options exercisable within 60 days of September 30, 2007; 1,000 shares of
our Class A common stock owned through an Individual Retirement Account; 3,343 shares of
our Class A common stock owned through the ACS Savings Plan; and 15,397 shares of our Class
A common stock owned through the ACS Employee Stock Purchase Plan. Equity Compensation Plan Information
  34




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##### Table of Contents



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 Certain Relationships and Related Transactions
 Related Party Transactions
 Potential Sale of the
Company
    35




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##### Table of Contents



ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
 Independent Registered Public Accounting Firms Fees
  2007
    
    
    2006Audit Fees
    
    $
    5,142
    
    
    $
    3,741Audit-Related Fees
    
    
    136
    
    
    
    412Tax Fees
    
    
    93
    
    
    
    87All Other Fees
    
    
    53
    
    
    
    93Total Fees
    
    $
    5,424
    
    
    $
    4,333
   36




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##### Table of Contents



PART IV
 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 (a)
    
    The following documents have been filed as part of this report.
 1.
    
    None.2.
    
    None.3.
    
    Exhibits:
     (c)
    
    Not applicable.(d)
    
    Not applicable.
 37




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##### Table of Contents



SIGNATURES
  Affiliated Computer Services, Inc.Date: October 19, 2007By:
    /s/ Kevin KyserKevin KyserExecutive Vice President and

Chief Financial Officer  Signature
    
    Title/s/ Darwin Deason

(Darwin Deason)
    
    Director, Chairman of the Board/s/ Lynn R. Blodgett

(Lynn R. Blodgett)
    
    Director, President and Chief Executive Officer/s/ John H. Rexford

(John H. Rexford)
    
    Director, Executive Vice President/s/ Kevin Kyser

(Kevin Kyser)
    
    Executive Vice President and Chief Financial Officer/s/ Laura Rossi

(Laura Rossi)
    
    Senior Vice President, Corporate Controller and Interim Chief Accounting Officer/s/ J. Livingston Kosberg

(J. Livingston Kosberg)
    
    Director/s/ Joseph P. ONeill

(Joseph P. ONeill)
    
    Director/s/ Frank A. Rossi

(Frank A. Rossi)
    
    Director/s/ Dennis McCuistion

(Dennis McCuistion)
    
    Director(Robert B. Holland, III)
    
    Director
 38




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##### Table of Contents



INDEX TO EXHIBITS
 ExhibitNumber
    
    Exhibit Name2.1
    
    Stock Purchase Agreement, dated as of July 31, 2003 between Lockheed Martin
Corporation and Affiliated Computer Services, Inc. (filed as Exhibit 10.1 to
our Quarterly Report on Form 10-Q, filed November 14, 2003 and incorporated
herein by reference).2.2
    
    Asset Purchase Agreement, dated as of July 31, 2003 between
Lockheed Martin Service, Inc. and Affiliated Computer
Services, Inc. (filed as Exhibit 10.2 to our Quarterly Report
on Form 10-Q, filed November 14, 2003 and incorporated herein
by reference).2.3
    
    Purchase Agreement, dated as of March 15, 2005, among Mellon
Financial Corporation, Mellon Consultants European Holdings
Limited, Affiliated Computer Services, Inc., ACS Business
Process Solutions Limited and Affiliated Computer Services of
Germany GmbH (filed as Exhibit 2.1 to our Current Report on
Form 8-K, filed March 17, 2005 and incorporated herein by
reference).2.4
    
    Amendment No. 1 to Purchase Agreement, dated as of May 25,
2005, among Mellon Financial Corporation, Mellon Consultants
European Holdings Limited, Affiliated Computer Services, Inc.,
ACS Business Process Solutions Limited and Affiliated Computer
Services of Germany GmbH (filed as Exhibit 2.1 to our Current
Report on Form 8-K, filed June 1, 2005 and incorporated herein
by reference).2.5
    
    Amendment No. 2 to Purchase Agreement, dated as of November
11, 2005, among Mellon Financial Corporation, Mellon
Consultants European Holdings Limited, Affiliated Computer
Services, Inc., ACS Business Process Solutions Limited and
Affiliated Computer Services of Germany GmbH (filed as Exhibit
2.1 to our Current Report on Form 8-K, filed November 16, 2005
and incorporated herein by reference).3.1
    
    Certificate of Incorporation of Affiliated Computer Services,
Inc. (filed as Exhibit 3.1 to our Registration Statement on
Form S-3, filed March 30, 2001, File No. 333-58038 and
incorporated herein by reference).3.2
    
    Certificate of Correction to Certificate of Amendment of
Affiliated Computer Services, Inc., dated August 30, 2001
(filed as Exhibit 3.2 to our Annual Report on Form 10-K, filed
September 17, 2003 and incorporated herein by reference).3.3
    
    Bylaws of Affiliated Computer Services, Inc., as amended and
in effect on September 11, 2003 (filed as Exhibit 3.3 to our
Quarterly Report on Form 10-Q, filed February 17, 2004 and
incorporated herein by reference).4.1
    
    Form of New Class A Common Stock Certificate (filed as Exhibit
4.3 to our Registration Statement on Form S-1, filed May 26,
1994, File No. 33-79394 and incorporated herein by reference).4.2
    
    Amended and Restated Rights Agreement, dated April 2, 1999,
between Affiliated Computer Services, Inc. and First City
Transfer Company, as Rights Agent (filed as Exhibit 4.1 to our
Current Report on Form 8-K, filed May 19, 1999 and
incorporated herein by reference).4.3
    
    Amendment No. 1 to Amended and Restated Rights Agreement,
dated as of February 5, 2002, by and between Affiliated
Computer Services, Inc. and First City Transfer Company (filed
as Exhibit 4.1 to our Current Report on Form 8-K, filed
February 6, 2002 and incorporated herein by reference).4.4
    
    Form of Rights Certificate (included as Exhibit A to the
Amended and Restated Rights Agreement (Exhibit 4.3)).4.5
    
    Indenture, dated as of June 6, 2005, by and between Affiliated
Computer Services, Inc. as Issuer and The Bank of New York
Trust Company, N.A. as Trustee (filed as Exhibit 4.1 to our
Current Report on Form 8-K, filed June 6, 2005 and
incorporated herein by reference).4.6
    
    First Supplemental Indenture, dated as of June 6, 2005, by and
between Affiliated Computer Services, Inc. as Issuer and The
Bank of New York Trust Company, N.A. as Trustee, relating to
our 4.70% Senior Notes due 2010 (filed as Exhibit 4.2 to our
Current Report on Form 8-K, filed June 6, 2005 and
incorporated herein by reference).4.7
    
    Second Supplemental Indenture, dated as of June 6, 2005, by
and between Affiliated Computer Services, Inc. as Issuer and
The Bank of New York Trust Company, N.A. as Trustee, relating
to our 5.20% Senior
 39




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##### Table of Contents



INDEX TO EXHIBITS
 ExhibitNumber
    
    Exhibit NameNotes due 2015 (filed as Exhibit 4.3 to
our Current Report on Form 8-K, filed June 6, 2005 and
incorporated herein by reference).4.8
    
    Specimen Note for 4.70% Senior Notes due 2010 (filed as
Exhibit 4.4 to our Current Report on Form 8-K, filed June 6,
2005 and incorporated herein by reference).4.9
    
    Specimen Note for 5.20% Senior Notes due 2015 (filed as Exhibit 4.5 to our
Current Report on Form 8-K, filed June 6, 2005 and incorporated herein by
reference).9.1
    
    Voting Agreement dated February 9, 2006 by and between Affiliated Computer
Services, Inc. and Darwin Deason (filed as Exhibit 9.1 to our Quarterly Report
on Form 10-Q filed February 9, 2006 and incorporated herein by reference).10.1
    
    Amended Stock Option Plan of Affiliated Computer Services,
Inc. (filed as Exhibit 10.1 to Amendment No. 1 to our
Registration Statement on Form S-1, filed July 15, 1994, File
No. 33-79394 and incorporated herein by reference).10.2
    
    1997 Stock Incentive Plan of Affiliated Computer Services,
Inc. (filed as Appendix D to our Joint Proxy Statement on
Schedule 14A, filed November 14, 1997 and incorporated herein
by reference).10.3
    
    Amendment No.1 to Affiliated Computer Services, Inc. 1997
Stock Incentive Plan, dated as of October 28, 2004 (filed as
Exhibit 4.6 to our Registration Statement on Form S-8, filed
December 6, 2005 and incorporated herein by reference).10.4
    
    2007 Equity Incentive Plan of Affiliated Computer Services,
Inc. (filed as Appendix C to our Proxy Statement on Schedule
14A, filed April 30, 2007 and incorporated herein by
reference).10.5
    
    Form of Directors Indemnification Agreement (filed as Exhibit
10.20 to Amendment No. 3 to our Registration Statement on Form
S-1, filed August 23, 1994, File No. 33-79394 and incorporated
herein by reference).10.6
    
    Form of Severance Agreement, each dated as of March 1, 2004
except as otherwise noted, by and between Affiliated Computer
Services, Inc. and each of Mark A. King, Warren D. Edwards,
Lynn Blodgett, Harvey Braswell (September 14, 2004), John
Brophy, William L. Deckelman, Jr. and Ann Vezina (May 25,
2006) (filed as Exhibit 10.1 to our Quarterly Report on Form
10-Q, filed May 17, 2004 and incorporated herein by
reference).10.7
    
    Form of Amendment No. 1 to Severance Agreement, each dated as
of February 2, 2005, by and between Affiliated Computer
Services, Inc. and each of Mark A. King, Warren D. Edwards,
Lynn Blodgett, Harvey Braswell, John Brophy and William L.
Deckelman, Jr. (filed as Exhibit 10.1 to our Quarterly Report
on Form 10-Q, filed February 8, 2005 and incorporated herein
by reference).10.8
    
    Severance Agreement, dated as of February 2, 2005, by and
between Affiliated Computer Services, Inc. and John Rexford
(filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q,
filed February 8, 2005 and incorporated herein by reference).10.9
    
    Amendment No. 2 to Severance Agreement, dated as of April 30,
2007, by and between Affiliated Computer Services, Inc. and
John H. Rexford (filed as Exhibit 10.1 to our Current Report
on Form 8-K, filed May 2, 2007 and incorporated herein by
reference).10.10
    
    Severance Agreement, dated as of June 13, 2005, by and between
Affiliated Computer Services, Inc. and Tom Burlin (filed as
Exhibit 10.1 to our Current Report on Form 8-K, filed June 16,
2005 and incorporated herein by reference).10.11
    
    Supplemental Executive Retirement Agreement, dated as of
December 15, 1998, by and between Affiliated Computer
Services, Inc. and Darwin Deason (filed as Exhibit 10.13 to
our Annual Report on Form 10-K, filed September 29, 1999 and
incorporated herein by reference).10.12
    
    Amendment to Supplemental Executive Retirement Agreement,
dated as of November 13, 2003, by and between Affiliated
Computer Services, Inc. and Darwin Deason (filed as Exhibit
10.1 to our Quarterly Report on Form 10-Q, filed February 17,
2004 and incorporated herein by reference).10.13
    
    Amendment No. 2 to Supplemental Executive Retirement
Agreement, dated as of June 30, 2005, by and
 40




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##### Table of Contents



INDEX TO EXHIBITS
 ExhibitNumber
    
    Exhibit Namebetween
Affiliated Computer Services, Inc. and Darwin Deason (filed as
Exhibit 10.1 to our Current Report on Form 8-K, filed July 1,
2005 and incorporated herein by reference).10.14
    
    Employment Agreement, dated February 16, 1999 between
Affiliated Computer Services, Inc. and Darwin Deason (filed as
Exhibit 10(iii)(A) to our Quarterly Report on Form 10-Q, filed
May 17, 1999 and incorporated herein by reference).10.15
    
    Affiliated Computer Services, Inc. 401(k) Supplemental Plan,
effective as of July 1, 2000, as amended (filed as Exhibit
10.15 to our Annual Report on Form 10-K, filed September 13,
2004 and incorporated herein by reference).10.16
    
    Five Year Competitive Advance and Revolving Credit Facility
Agreement, dated as of October 27, 2004, by and among
Affiliated Computer Services, Inc., other Borrowers from time
to time party thereto, the Lender Parties from time to time
party thereto, JPMorgan Chase Bank, as Administrative Agent,
Wells Fargo Bank, National Association, as Syndication Agent,
and others (filed as Exhibit 10.1 to our Current Report on
Form 8-K, filed October 29, 2004 and incorporated herein by
reference).10.17
    
    Guaranty, dated as of October 27, 2004, by Affiliated Computer
Services, Inc. for the benefit of JPMorgan Chase Bank, as
Administrative Agent for the benefit of the Lender Parties
(filed as Exhibit 10.2 to our Current Report on Form 8-K,
filed October 29, 2004 and incorporated herein by reference).10.18
    
    Affiliated Computer Services, Inc. Executive Benefit Plan,
effective as of January 1, 2002, as amended (filed as Exhibit
10.15 to our Annual Report on Form 10-K, filed September 13,
2005 and incorporated herein by reference).10.19
    
    Summary of Independent Director Compensation (filed as Item
1.01 of our Current Report on Form 8-K, filed August 29, 2005
and incorporated herein by reference).10.20
    
    Form of Stock Option Agreement (filed as Exhibit 10.17 to our
Annual Report on Form 10-K, filed September 13, 2005 and
incorporated herein by reference).10.21
    
    Form of Stock Option Agreement (UK grant) (filed as Exhibit
10.18 to our Annual Report on Form 10-K, filed September 13,
2005 and incorporated herein by reference).10.22
    
    Named Executive Officer Compensation (filed as Item 1.01 of
our Current Report on Form 8-K, filed September 14, 2005 and
incorporated herein by reference).10.23
    
    Named Executive Officer Compensation (filed as Item 1.01 of
our Current Report on Form 8-K, filed October 3, 2005 and
incorporated herein by reference).10.24
    
    Agreement, dated as of September 30, 2005, between Affiliated
Computer Services, Inc. and Jeffrey A. Rich (filed as Exhibit
10.1 to our Current Report on Form 8-K, filed October 3, 2005
and incorporated herein by reference).10.25
    
    Credit Agreement, dated March 20, 2006, by and among
Affiliated Computer Services, Inc., and certain subsidiary
parties thereto, as Borrowers, Citicorp USA, Inc., as
Administrative Agent, Citigroup Global Markets Inc., as Sole
Lead Arranger and Book Runner, and various other agents,
lenders and issuers (filed as Exhibit 10.1 to our Current
Report on Form 8-K, filed March 21, 2006 and incorporated
herein by reference).10.26
    
    Amendment No. 1 to Credit Agreement dated as of March 30,
2006, by and among Affiliated Computer Services, Inc., and
certain subsidiary parties thereto, as Borrowers, and Citicorp
USA, Inc., as Administrative Agent (filed as Exhibit 10.24 to
our Annual Report on Form 10-K, filed January 23, 2007 and
incorporated herein by reference).10.27
    
    Amendment No. 2 to Credit Agreement dated as of July 6, 2006,
by and among Affiliated Computer Services, Inc., and certain
subsidiary parties thereto, as Borrowers, and Citicorp USA,
Inc., as Administrative Agent (filed as Exhibit 10.1 to our
Current Report on Form 8-K, filed July 7, 2006 and
incorporated herein by reference).10.28
    
    Amendment No. 3, Consent and Waiver to and under Credit
Agreement, dated September 21, 2006, by and among Affiliated
Computer Services, Inc., and certain subsidiary parties
thereto and Citicorp USA, Inc., as Administrative Agent (filed
as Exhibit 10.1 to our Current Report on Form 8-K, filed
September
 41




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##### Table of Contents



INDEX TO EXHIBITS
 ExhibitNumber
    
    Exhibit Name28, 2006 and incorporated herein by reference).10.29
    
    Amendment No. 4, Consent and Waiver to and under Credit
Agreement, dated December 18, 2006, by and among Affiliated
Computer Services, Inc., and certain subsidiary parties
thereto and Citicorp USA, Inc., as Administrative Agent (filed
as Exhibit 10.1 to our Current Report on Form 8-K, filed
December 22, 2006 and incorporated herein by reference).10.30
    
    Pledge and Security Agreement, dated March 20, 2006, by and
among Affiliated Computer Services and certain of its
subsidiaries, and Citicorp USA, Inc., as Administrative Agent
(filed as Exhibit 10.2 to our Current Report on Form 8-K,
filed March 21, 2006 and incorporated herein by reference).10.31
    
    Deed of Assignment, dated March 20, 2006, by and among the
companies listed on Schedule thereto, as Assignors, and
Citicorp USA, Inc., as Security Agent (filed as Exhibit 10.3
to our Current Report on Form 8-K, filed March 21, 2006 and
incorporated herein by reference).10.32
    
    Assignment of Receivables, dated March 20, 2006, by and among
the entities listed in Schedule 1 thereto, as Assignors, and
Citicorp USA, Inc. as Security Agent (filed as Exhibit 10.4 to
our Current Report on Form 8-K, filed March 21, 2006 and
incorporated herein by reference).10.33
    
    Agreement and Deed of the Creation of a First Ranking Right of
Pledge of Shares in Affiliated Computer Services International
B.V., dated March 20, 2006 (filed as Exhibit 10.5 on Form 8-K,
filed March 21, 2006 and incorporated herein by reference).10.34
    
    Agreement and Deed of the Creation of a First Ranking Right of
Pledge of Receivables of Affiliated Computer Services
International B.V., dated March 20, 2006 (filed as Exhibit
10.6 to our Current Report on Form 8-K, filed March 21, 2006
and incorporated herein by reference).10.35
    
    Form of Stock Option Agreement (Switzerland, Canton of
Fribourg) (filed as Exhibit 10.8 to our Quarterly Report on
Form 10-Q, filed May 15, 2006 and incorporated herein by
reference).10.36
    
    Form of Stock Option Agreement (Switzerland, Cantons of
Aargau, Basel-Landschaft, Bern & Zurich) (filed as Exhibit
10.9 to our Quarterly Report on Form 10-Q, filed May 15, 2006
and incorporated herein by reference).10.37
    
    1997 Stock Incentive Plan for Employees in France (filed as
Exhibit 10.35 to our Annual Report on Form 10-K, filed January
23, 2007 and incorporated herein by reference).10.38
    
    Form of Stock Option Agreement (France) (filed as Exhibit
10.36 to our Annual Report on Form 10-K, filed January 23,
2007 and incorporated herein by reference).10.39
    
    Affirmation of Liens and Guaranties, dated as of July 6, 2006,
by and among Affiliated Computer Services, Inc. and certain of
its subsidiaries, and Citicorp USA, Inc., as Administrative
Agent (filed as Exhibit 10.2 to our Current Report on Form
8-K, filed July 7, 2006 and incorporated herein by reference).10.40
    
    Confirmation Deed, dated as of July 6, 2006, by and among the
entities listed on the Schedule thereto and Citicorp USA,
Inc., as Security Agent (filed as Exhibit 10.3 to our Current
Report on Form 8-K, filed July 7, 2006 and incorporated herein
by reference).10.41
    
    Engagement Letter between Rich Capital, LLC and Affiliated
Computer Services, Inc. dated June 9, 2006 (filed as Exhibit
10.1 on Form 8-K, filed June 12, 2006 and incorporated herein
by reference).10.42
    
    Separation Agreement dated as of November 26, 2006 between
Affiliated Computer Services, Inc. and Mark A. King (filed as
Exhibit 10.1 to our Current Report on Form 8-K, filed November
27, 2006 and incorporated herein by reference).10.43
    
    Separation Agreement dated as of November 26, 2006 between
Affiliated Computer Services, Inc. and Warren D. Edwards
(filed as Exhibit 10.2 to our Current Report on Form 8-K,
filed November 27, 2006 and incorporated herein by reference).10.44
    
    Exclusivity Agreement dated as of March 20, 2007 between
Darwin Deason and Cerberus Capital Management, L.P. (filed as
Exhibit 99.3 to our Current Report on Form 8-K, filed June 11,
2007 and incorporated herein by reference).10.45
    
    Waiver Agreement dated as of June 10, 2007 between Affiliated
Computer Services, Inc., Darwin Deason
 42




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##### Table of Contents



INDEX TO EXHIBITS
 ExhibitNumber
    
    Exhibit Nameand Cerberus Capital
Management, L.P. (filed as Exhibit 99.2 to our Current Report
on Form 8-K, filed June 11, 2007 and incorporated herein by
reference).21.1*
    
    Subsidiaries of Affiliated Computer Services, Inc.23.1*
    
    Consent of PricewaterhouseCoopers LLP, dated August 29, 2007.23.2*
    
    Consent of Value Incorporated, dated August 22, 2007.31.1*
    
    Certification of Chief Executive Officer of Affiliated
Computer Services, Inc. pursuant to Rule 13a-14(a) promulgated
under the Securities Exchange Act of 1934, as amended, dated
August 29, 2007.31.2*
    
    Certification of Chief Financial Officer of Affiliated
Computer Services, Inc. pursuant to Rule 13a-14(a) promulgated
under the Securities Exchange Act of 1934, as amended, dated
August 29, 2007.31.3**
    
    Certification of Chief Executive Officer of Affiliated
Computer Services, Inc. pursuant to Rule 13a-14(a) promulgated
under the Securities Exchange Act of 1934, as amended, dated
October 19, 2007.31.4**
    
    Certification of Chief Financial Officer of Affiliated
Computer Services, Inc. pursuant to Rule 13a-14(a) promulgated
under the Securities Exchange Act of 1934, as amended, dated
October 19, 2007.32.1*
    
    Certification of Chief Executive Officer of Affiliated
Computer Services, Inc. pursuant to Rule 13a-14(b) promulgated
under the Securities Exchange Act of 1934, as amended and
Section 1350 of Chapter 63 of Title 18 of the United States
Code, dated August 29, 2007. Pursuant to Item 601(b)(32)(ii) of Regulation S-K, this
Exhibit is furnished to the SEC and shall not be deemed to be
filed.32.2*
    
    Certification of Chief Financial Officer of Affiliated
Computer Services, Inc. pursuant to Rule 13a-14(b) promulgated
under the Securities Exchange Act of 1934, as amended and
Section 1350 of Chapter 63 of Title 18 of the United States
Code, dated August 29, 2007. Pursuant to Item 601(b)(32)(ii) of Regulation S-K, this
Exhibit is furnished to the SEC and shall not be deemed to be
filed.32.3**
    
    Certification of Chief Executive Officer of Affiliated
Computer Services, Inc. pursuant to Rule 13a-14(b) promulgated
under the Securities Exchange Act of 1934, as amended and
Section 1350 of Chapter 63 of Title 18 of the United States
Code, dated October 19, 2007. Pursuant to Item 601(b)(32)(ii) of Regulation S-K, this
Exhibit is furnished to the SEC and shall not be deemed to be
filed.32.4**
    
    Certification of Chief Financial Officer of Affiliated
Computer Services, Inc. pursuant to Rule 13a-14(b) promulgated
under the Securities Exchange Act of 1934, as amended and
Section 1350 of Chapter 63 of Title 18 of the United States
Code, dated October 19, 2007. Pursuant to Item 601(b)(32)(ii) of Regulation S-K, this
Exhibit is furnished to the SEC and shall not be deemed to be
filed.
 
 *
    
    Filed with Original Filing.**
    
    Filed with Form 10-K/A
    
    Management contract or compensatory plan or arrangement. 43