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EXHIBIT 10.35
 AFFILIATED COMPUTER SERVICES, INC.
1997 STOCK INCENTIVE PLAN
FOR EMPLOYEES IN FRANCE
 1. Introduction .
    2. Definitions .
  (a)
    
    The term Option shall have the following meaning:
 (1)
    
    Purchase Stock Options that are rights to acquire Shares
repurchased by the Company prior to the vesting of the options; or(2)
    
    Subscription Stock Options that are rights to subscribe for
newly issued Shares;




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(b)
 (c)
 (d)
 3. Entitlement to Participate .
 (a) contrat de travail
 (b)
 (c)
 4. Conditions of the Option/Purchase Price .
 (a)
 (b)
 (1)
    
    With respect to Purchase Stock Options over Shares: the higher
of either 80% of the average quotation price of such Shares during the 20 days
of quotation immediately preceding the Date of Grant or 80% of the average
purchase price paid for such Shares by the Company;




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(2)
    
    With respect to Subscription Stock Options over Shares: 80% of
the average quotation price of such Shares during the 20 quotation days
immediately preceding the Date of Grant; and(3)
    
    The Exercise Price authorized by the U.S. Plan.
 5. Exercise of an Option .
 (a)
 (b)
 (c)
 (d)
 (e)
 6.
    
    Change in Control / Change in Capitalization / Adjustments / Assumptions /
Substitutions.




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7. Disqualification of Options.
   8. Closed Periods .
  (i)
    
    ten quotation days preceding and following the disclosure to the public of the
consolidated financial statements or the annual statements of the Company; or




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(ii)
    
    the period as from the date the corporate management entities (involved in the
governance of the company, such as the Board, Committee and supervisory directorate) of
the Company know of information which could, in the case it would be disclosed to the
public, significantly impact the quotation of the Shares of the Company, until ten
quotation days after the day such information is disclosed to the public.
  9. Death .
  10. Term of the Option .
  11. Transferability .
  12. Buy-Out Provisions.
  13. Interpretation .




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14. Employment Rights .
  15. Amendments .
  16. Effective Date .
  * * * * *




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APPENDIX 1
 AFFILIATED COMPUTER SERVICES, INC.
1997 STOCK INCENTIVE PLAN




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AFFILIATED COMPUTER SERVICES, INC.
1997 STOCK INCENTIVE PLAN
 Purposes of the Plan.
 Definitions.
 Administrator
 Board
 Code
 Committee
 Common Stock
 Company
 Consultant
 Continuous Status as an Employee
 Deferred Stock




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Dividend Equivalent
 Employee
 Exchange Act
 Fair Market Value
    Incentive Stock Option
 Non-Employee Director
 Nonstatutory Stock Option
 Option
 Optioned Stock
 Optionee
 Parent
 Performance Based Grant




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Plan
 Restricted Stock
 Severance Agreement
 Share
 Stock Appreciation Right
 Subsidiary
 Stock Subject to the Plan.
  Administration of the Plan.
 Procedure.
 Administration with Respect to Directors and Officers.




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Multiple Administrative Bodies.
 Administration with Respect to Consultants and Other Employees.
 Powers of the Administrator.




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Effect of Committees Decision.
 Eligibility.




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Term of Plan.
 Term of Option.
 Option Exercise Price and Consideration.




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Exercise of Option.
 Procedure for Exercise: Rights as a Shareholder.
    Termination of Employment.




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Disability of Optionee.
 Death of Optionee.
 Rule 16b-3.
 Buyout Provisions.
 Termination for Cause.
 Reload Options.




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Vesting of Options in Certain Events.
   Non-transferability of Options.




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Stock Purchase Rights.
 Rights to Purchase.
 Repurchase Option.
 Other Provisions.
 Rights as a Shareholder.
 Stock Appreciation Rights.
  Stock Appreciation Rights.
 Grant.
 Exercise.




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Form of Payment.
 Restricted Stock.
  Restricted Stock Grants.
 Grant of Awards.
 Restriction Period.




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Rights as a Shareholder.
 Other Equity Based Rights.
 Deferred Stock.
 Award and Restrictions.
 Forfeiture.
  Dividend Equivalents.
 Stock Withholding to Satisfy Withholding Tax Obligations.




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Adjustments upon Changes in Capitalization or Merger.




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Time of Granting Options.
 Amendment and Termination of the Plan.
 Amendment and Termination.
 Effect of Amendment or Termination.
 Conditions upon Issuance of Shares.
  Reservation of Shares.




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Agreements.