##### 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, 2008
 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
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




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TABLE OF CONTENTS  PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE OF THE REGISTRANTITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICESPART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULESSIGNATURESIndex to ExhibitsEX-31.2EX-31.4EX-32.2EX-32.4    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 of Directors
    
    
    1988Lynn R. Blodgett
    
    President and Chief Executive Officer
    
    
    2005Robert Druskin
    
    Investor
    
    
    2008Kurt R. Krauss
    
    Investor/Managing Member of Sachem Investments, LLC
    
    
    2007Ted B. Miller Jr.
    
    Investor
    
    
    2007Paul E. Sullivan
    
    Member, Frost Brown Todd, LLC
    
    
    2008Frank Varasano
    
    Investor
    
    
    2007
 Business Experience of each Director
  Darwin Deason,
 Lynn R. Blodgett
 Robert Druskin
 2




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Kurt R. Krauss,
 Ted B. Miller Jr.,
 Paul E. Sullivan
 Frank Varasano,
  Executive Officers
  3




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##### Table of Contents



Name
    
    Position with the CompanyTom Burlin
    
    Executive Vice President and Chief Operating OfficerKevin Kyser
    
    Executive Vice President and Chief Financial OfficerJohn Rexford
    
    Executive Vice President  Corporate DevelopmentTom Blodgett
    
    Executive Vice President and Group President  Business Process SolutionsJoseph Doherty
    
    Executive Vice President and Group President  Government SolutionsMichael Huerta
    
    Executive Vice President and Group President  Government Transport SolutionsDerrell James
    
    Executive Vice President and Group President  IT Outsourcing SolutionsAnn Vezina
    
    Executive Vice President and Group President  Commercial SolutionsTas Panos
    
    Executive Vice President, Corporate Secretary and General CounselLaura Rossi
    
    Senior Vice President and Chief Accounting OfficerLora Villarreal
    
    Executive Vice President and Chief People Officer
 Business Experience of each Executive Officer
  Tom Burlin
 Kevin Kyser,
 John Rexford,
 Tom Blodgett,
 Joseph
Doherty
 Michael Huerta
 Derrell James
 4




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##### Table of Contents



Ann Vezina,
 Tas Panos
 Laura Rossi
 Lora J. Villarreal
 Corporate Governance
 Director Independence
  Audit Committee
  Stockholder and Interested Party Communications
  5




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Code of Conduct
  Section 16(a) Beneficial Ownership Reporting Compliance
  
 ITEM 11. EXECUTIVE COMPENSATION
 Compensation Discussion and Analysis
 Overview of Compensation Program and Philosophy
   
    
    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;
 6




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
    
    to promote fair treatment of all employees; and
    
    to encourage equity ownership by our executives.
 Comparative Review
   th
 Elements of Compensation
    7




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##### Table of Contents



 Base Salaries
    Incentive Bonus
 Fiscal Year 2008 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, as
applicable.ACS Corporate
    
    The bonus of each of the executive officers is determined based on
the achievement of performance goals in this group.Business Unit
    
    The 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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Long Term Incentives  Our Stock Incentive Plans
  th
  Generally Available Benefit Programs
 9




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##### Table of Contents



Retirement Benefits
  Mr. Deasons Supplemental Executive Retirement Agreement and Employment Agreement
  Perquisites
  Termination of Employment and Change of Control Benefits
    Stock Ownership Guidelines
   10




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##### Table of Contents




    
    Our Chief Executive Officer is required to own, within five years after he or she
becomes subject to the guidelines, 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 guidelines, 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 guidelines, 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 guidelines.
  Report of the Compensation Committee
  Compensation Committee
 
  
  11




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##### Table of Contents



SUMMARY COMPENSATION TABLE FOR FISCAL YEARS 2008 AND 2007
  Change inPensionValue andNon-qualifiedDeferredNon-Equity
    
    Compensat
    
    AllName
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    Option
    
    Incentive Plan
    
    ion
    
    OtherAnd
    
    
    
    
    
    Salary
    
    Bonus
    
    Awards
    
    Awards
    
    Compensation
    
    Earnings
    
    Compensation
    
    TotalPrincipal Position
    
    Year
    
    ($)
    
    ($)
    
    ($)(1)
    
    ($)(2)
    
    ($)(3)
    
    ($)
    
    ($)
    
    ($)Darwin Deason
    
    
    2008
    
    
    $
    923,911
    
    
    
    
    
    
    
    
    
    
    $
    102,411
    (4)
    
    $
    1,772,856
    
    
    $
    (122,911
    )
    
    $
    312,233
    (6)
    
    $
    2,988,500Chairman of the
    
    
    2007
    
    
    
    916,053
    
    
    
    
    
    
    
    
    
    
    
    2,048,835
    (4)
    
    
    1,835,468
    
    
    
    952,710
    (5)
    
    
    219,033
    (6)
    
    
    5,972,099BoardLynn Blodgett
    
    
    2008
    
    
    
    750,000
    
    
    
    
    
    
    
    
    
    
    
    2,647,985
    
    
    
    1,127,025
    
    
    
    
    
    
    
    209,144
    (7)
    
    
    4,734,154President & Chief
    
    
    2007
    
    
    
    695,769
    
    
    
    
    
    
    
    
    
    
    
    1,767,183
    
    
    
    1,200,000
    
    
    
    
    
    
    
    29,985
    (7)
    
    
    3,692,937Executive OfficerKevin Kyser
    
    
    2008
    
    
    
    321,922
    
    
    
    
    
    
    
    
    
    
    
    617,339
    
    
    
    292,677
    
    
    
    
    
    
    
    27,714
    (8)
    
    
    1,259,652Executive VicePresident and Chief Financial
    
    
    2007
    
    
    
    253,060
    
    
    
    
    
    
    
    
    
    
    
    140,347
    
    
    
    286,000
    
    
    
    
    
    
    
    6,287
    (8)
    
    
    685,694Officer (starting
September 18, 2007)John Rexford
    
    
    2008
    
    
    
    500,000
    
    
    
    
    
    
    
    
    
    
    
    1,128,992
    
    
    
    459,608
    
    
    
    
    
    
    
    22,579
    (9)
    
    
    2,111,179Executive Vice
    
    
    2007
    
    
    
    429,108
    
    
    
    
    
    
    
    
    
    
    
    796,062
    
    
    
    600,000
    
    
    
    
    
    
    
    291,419
    (9)
    
    
    2,116,589President,
Corporate
Development
(Executive Vice
President and Chief
Financial Officer
until September 18,
2007)Tom Burlin
    
    
    2008
    
    
    
    500,000
    
    
    
    
    
    
    
    
    
    
    
    968,079
    
    
    
    464,813
    
    
    
    
    
    
    
    58,307
    (10)
    
    
    1,991,199Executive Vice
    
    
    2007
    
    
    
    420,913
    
    
    
    
    
    
    
    
    
    
    
    542,306
    
    
    
    600,000
    
    
    
    
    
    
    
    25,454
    (10)
    
    
    1,588,673President and Chief
Operating OfficerTom Blodgett
    
    
    2008
    
    
    
    425,000
    
    
    
    
    
    
    
    
    
    
    
    895,340
    
    
    
    404,626
    
    
    
    
    
    
    
    26,648
    (11)
    
    
    1,751,614Executive Vice
    
    
    2007
    
    
    
    338,066
    
    
    
    
    
    
    
    
    
    
    
    504,294
    
    
    
    277,478
    
    
    
    
    
    
    
    2,447
    (11)
    
    
    1,122,285President and Group
PresidentBusiness
Process Solutions
 
 (1)
    
    We did not grant any stock awards to our named executive officers during fiscal year 2008 or
2007.(2)
    
    The amount shown for each executive officer is the compensation cost recognized in our
financial statements for fiscal year 2008 or 2007, as applicable, related to outstanding
grants of stock options to each named executive officer to the extent we recognized
compensation expense in such fiscal year for such awards in accordance with the provisions of
SFAS 123(R). All of Mr. Deasons outstanding option grants were related to prior years. 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 our Original Filing. We did not
grant any stock appreciation rights to our named executive officers during fiscal year 2008 or
2007.(3)
    
    The amounts shown for 2008 were earned under our FY08 Bonus Plan or were paid to the named
executive officers in connection with the Companys agreement to pay them the difference
between the original option grant price and the grant price on the revised measurement date,
if applicable, when the Company re-priced all or a portion of their outstanding option grants
to avoid adverse tax consequences to individual option holders, with the named executive
officers receiving these cash reimbursements for the option grant price amendments: Mr.
Deason, $655,200; Mr. Lynn Blodgett, $401,398; Mr. Kyser, $53,220; Mr. Rexford, $96,796; Mr.
Burlin, $102,000 and Mr. Tom Blodgett, $82,408. For a discussion of the option grant price
amendments, see Note 20 of the Notes to our Consolidated Financial Statements included in the
Original Filing. For a description of the FY08 Bonus Plan, please see the section entitled 12




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Compensation Discussion & Analysis  Incentive Bonus below. The amounts shown for 2007 were
earned under our FY07 Bonus Plan or our Special Executive FY07 Bonus Plan.(4)
    
    As discussed in the section entitled Certain Executive Arrangements below, stock option
grants were made to Mr. Deason to fund his Supplemental Executive Retirement Agreement. The
Company recognized $0 and $1,159,005 of compensation costs in our financial statements for
fiscal years 2008 and 2007, respectively, in accordance with the provisions of SFAS 123(R)
related to the stock option grants 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.(5)
    
    We estimate that our obligation with respect to Mr. Deason under his Supplemental Executive
Retirement Agreement decreased from $9,120,998 on June 30, 2007 to $8,998,087 on June 30,
2008.(6)
    
    Represents $112,921 and $102,110 in non-business use of corporate aircraft calculated or
based on the incremental cost to the Company in fiscal year 2008 and 2007, respectively,
$4,604 and $5,228 in auto expense in fiscal year 2008 and 2007, respectively, $8,367 and
$9,002 in group life insurance for fiscal year 2008 and 2007, respectively, $52,607 and $4,799
in tax and estate planning services for fiscal year 2008 and 2007, respectively, $127,346 and
$86,219 in accounting and administrative services for fiscal year 2008 and 2007, respectively
and $6,388 and $11,675 in medical costs under the Executive Medical Plan for 2008 and 2007,
respectively. We maintain an overall security program for 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 All Other Compensation column. We expended $480,698 in fiscal year 2008 and $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.(7)
    
    Represents $9,210 and $1,402 in non-business use of corporate aircraft calculated or based on
the incremental cost to the Company in fiscal year 2008 and 2007, respectively, $1,932 and
$1,555 in group life insurance for fiscal year 2008 and 2007, respectively, $6,989 and $6,988
in long term disability insurance for fiscal year 2008 and 2007, respectively, $7,898 and
$20,040 in medical costs under the Executive Medical Plan for fiscal year 2008 and 2007,
respectively, $160,406 in relocation costs for fiscal year 2008, $2,875 and $0 in matching ACS
Savings Plan contributions for fiscal year 2008 and 2007, respectively, $7,500 and $0 in tax
and estate planning services for fiscal year 2008 and 2007, respectively and $12,334 and $0 in
awards in fiscal year 2008 and 2007, respectively.(8)
    
    Represents $293 and $192 in group life insurance in fiscal year 2008 and 2007, respectively,
$5,410 and $0 in long term disability insurance in fiscal year 2008 and 2007, respectively,
$4,211 and $3,609 in matching ACS Savings Plan contributions in fiscal year 2008 and 2007,
respectively, $7,061 and $2,486 in medical costs under the Executive Medical Plan in fiscal
year 2008 and 2007, respectively, and $10,739 and $0 in awards in fiscal year 2008 and 2007,
respectively.(9)
    
    Represents $1,242 and $860 in group life insurance for fiscal year 2008 and 2007,
respectively, $7,824 and $8,844 in long term disability insurance for fiscal year 2008 and
2007, respectively, $4,125 and $6,230 in matching ACS Savings Plan contributions for 2008 and
2007, respectively, $7,243 and $7,638 in medical costs under the Executive Medical Plan for
fiscal year 2008 and 2007, respectively, $1,000 and $0 in tax and estate planning services for
fiscal year 2008 and 2007, respectively, $1,145 and $0 in awards for fiscal year 2008 and
2007, respectively, and $0 and $267,847 in commission payments related to mergers and
acquisitions activity for fiscal year 2008 and 2007, respectively. A part of Mr. Rexfords
compensation in fiscal year 2007 was tied to commission payments for closed mergers and
acquisitions based on a target percentage related to revenue acquired by the Company in such
transactions.(10)
    
    Represents $1,242 and $913 in group life insurance in fiscal year 2008 and 2007,
respectively, $5,463 and $24,541 in medical costs under the Executive Medical Plan in fiscal
year 2008 and 2007, respectively, $1,840 and $0 in matching ACS Saving Plans contributions in
fiscal year 2008 and 2007, respectively, $1,165 and $0 in awards in fiscal year 2008 and 2007,
respectively, $5,964 and $0 in long term disability insurance in fiscal year 2008 and 2007,
respectively, and $42,633 of relocation costs in fiscal year 2008.(11)
    
    Represents $1,485 and $961 in group life insurance in fiscal year 2008 and 2007,
respectively, $3,624 and $0 in medical costs under the Executive Medical Plan in fiscal year
2008 and 2007, respectively, $1,765 and $1,486 in matching ACS 13




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##### Table of Contents



Saving Plans contributions in fiscal year 2008 and 2007, respectively, $9,808 and $0 in awards
in fiscal year 2008 and 2007, respectively, $7,466 and $0 in long term disability insurance in
fiscal year 2008 and 2007, respectively, and $2,500 in tax planning services for fiscal year
2008. Grants of Plan-Based Awards
  Grants of Plan-Based Awards
For Fiscal Year 2008
 AllOther
    
    All OtherStock
    
    Option
    
    Exercise
    
    GrantEstimated Future Payouts
    
    Estimated Future Payouts
    
    Awards:
    
    Awards:
    
    or Base
    
    Date FairUnder Non-Equity Incentive Plan
    
    Under Equity Incentive Plan
    
    Number
    
    Number of
    
    Price of
    
    Value ofAwards (1)
    
    Awards
    
    of Shares
    
    Securities
    
    Option
    
    Stock andThres-
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    of Stock
    
    Underlying
    
    Awards
    
    OptionGrant
    
    hold
    
    Target
    
    Maximum
    
    Threshold
    
    Target
    
    Maximum
    
    or Units
    
    Options
    
    ($/
    
    AwardsName
    
    Date
    
    ($)
    
    ($)
    
    ($)
    
    (#)
    
    (#)
    
    (#)
    
    (#)
    
    (#)
    
    share)
    
    ($) (2)Darwin Deason
    
    
    9/24/07
    
    
    
    
    
    
    
    
    
    
    $
    2,310,395
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Lynn Blodgett
    
    
    7/9/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60,000
    
    
    $
    59.13
    
    
    $
    889,1688/15/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    400,000
    
    
    
    50.29
    
    
    
    4,950,1539/24/07
    
    
    
    
    
    
    
    
    
    
    
    1,500,000
    
    
    
    
    
    
    
    
    
    
    
    John Rexford
    
    
    7/9/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    
    59.13
    
    
    
    370,4878/15/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    
    50.29
    
    
    
    1,856,3079/24/07
    
    
    
    
    
    
    
    
    
    
    
    750,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Tom Burlin
    
    
    8/15/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200,000
    
    
    
    50.29
    
    
    
    2,475,0769/24/07
    
    
    
    
    
    
    
    
    
    
    
    750,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Kevin Kyser
    
    
    8/15/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    
    50.29
    
    
    
    1,856,3079/24/07
    
    
    
    
    
    
    
    
    
    
    
    495,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Tom Blodgett
    
    
    8/15/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    
    50.29
    
    
    
    1,856,3079/24/07
    
    
    
    
    
    
    
    
    
    
    
    637,500
 
 (1)
    
    Amounts shown represent the maximum awards that could be earned by our named executive officers
under the FY08 Bonus Plan for fiscal year 2008. Actual bonuses paid under this plan for fiscal year
2008 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 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 the stock on the grant date on the NYSE.
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. These options were granted under our 2007 Stock Incentive Plan and generally vest and become exercisable 20% on each of the first five anniversary dates of the grant date.  14




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Retirement Benefits
 ACS Savings Plan
 ACS Supplemental Savings Plan
 Perquisites
  
    
    Executive Medical Plan. Under the Executive Medical Plan, which is a fully insured
plan of up to $25,000 per participant, 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 of 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.
  15




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##### Table of Contents



Equity Compensation Plan Information
  Outstanding Equity Awards at Fiscal 2008 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 (#)
    
    
    ($)
    
    
    Vested (#)
    
    
    Vested ($)Darwin Deason
    
    
    240,000
    
    
    
    
    
    
    
    
    
    
    $
    35.75
    
    
    
    07/23/12
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    360,000
    
    
    
    
    
    
    
    
    
    
    
    37.57
    
    
    
    07/23/12
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Lynn Blodgett
    
    
    800
    
    
    
    
    
    
    
    
    
    
    
    44.87
    
    
    
    9/26/11
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    
    
    
    
    
    
    
    
    35.75
    
    
    
    7/23/12
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,000
    
    
    
    
    
    
    
    
    
    
    
    37.57
    
    
    
    7/23/12
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    80,000
    
    
    
    20,000
    (1)
    
    
    
    
    
    
    44.10
    
    
    
    8/11/13
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60,000
    
    
    
    40,000
    (2)
    
    
    
    
    
    
    51.90
    
    
    
    7/30/14
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    120,000
    
    
    
    80,000
    (3)
    
    
    
    
    
    
    50.25
    
    
    
    3/18/15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,000
    
    
    
    112,000
    (4)
    
    
    
    
    
    
    49.55
    
    
    
    12/9/16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60,000
    (5)
    
    
    
    
    
    
    59.13
    
    
    
    7/9/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    400,000
    (6)
    
    
    
    
    
    
    50.29
    
    
    
    8/15/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    John Rexford
    
    
    40,000
    
    
    
    10,000
    (7)
    
    
    
    
    
    
    44.10
    
    
    
    8/11/13
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,000
    
    
    
    10,000
    (8)
    
    
    
    
    
    
    51.90
    
    
    
    7/30/14
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60,000
    
    
    
    40,000
    (9)
    
    
    
    
    
    
    50.25
    
    
    
    3/18/15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,000
    
    
    
    60,000
    (10)
    
    
    
    
    
    
    49.55
    
    
    
    12/9/16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    (11)
    
    
    
    
    
    
    59.13
    
    
    
    7/9/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,000
    (12)
    
    
    
    
    
    
    50.29
    
    
    
    8/15/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Tom Burlin
    
    
    60,000
    
    
    
    40,000
    (13)
    
    
    
    
    
    
    51.83
    
    
    
    6/13/15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    80,000
    (14)
    
    
    
    
    
    
    49.55
    
    
    
    12/9/16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200,000
    (15)
    
    
    
    
    
    
    50.29
    
    
    
    8/15/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Kevin Kyser
    
    
    2,000
    
    
    
    
    
    
    
    
    
    
    
    35.75
    
    
    
    7/23/12
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,000
    
    
    
    
    
    
    
    
    
    
    
    37.57
    
    
    
    7/23/12
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 16




---



##### 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 (#)
    
    
    ($)
    
    
    Vested (#)
    
    
    Vested ($)1,500
    
    
    
    
    
    
    
    
    
    
    
    43.00
    
    
    
    7/21/13
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,500
    
    
    
    1,500
    (16)
    
    
    
    
    
    
    44.10
    
    
    
    7/21/13
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,500
    
    
    
    3,000
    (17)
    
    
    
    
    
    
    51.90
    
    
    
    7/30/14
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,000
    
    
    
    3,000
    (18)
    
    
    
    
    
    
    52.99
    
    
    
    9/13/15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    20,000
    (19)
    
    
    
    
    
    
    49.62
    
    
    
    8/15/16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    40,000
    (20)
    
    
    
    
    
    
    59.13
    
    
    
    6/14/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,000
    (21)
    
    
    
    
    
    
    50.29
    
    
    
    8/15/17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Tom Blodgett
    
    
    8,800
    
    
    
    
    
    
    
    
    
    
    
    44.87
    
    
    
    9/26/118,000
    
    
    
    
    
    
    
    
    
    
    
    37.57
    
    
    
    7/23/128,000
    
    
    
    4,000
    (22)
    
    
    
    
    
    
    44.10
    
    
    
    7/21/138,000
    
    
    
    8,000
    (23)
    
    
    
    
    
    
    51.90
    
    
    
    7/30/1460,000
    
    
    
    40,000
    (24)
    
    
    
    
    
    
    50.25
    
    
    
    3/18/1510,000
    
    
    
    40,000
    (25)
    
    
    
    
    
    
    59.13
    
    
    
    6/14/17
    
    
    
    150,000
    (26)
    
    
    
    
    
    
    50.29
    
    
    
    8/15/17
 
 (1)
    
    This option was granted on August 11, 2003. 20,000 shares became exercisable on August
11, 2008. All of the options listed would, to the extent not otherwise exercisable, be
accelerated and become fully exercisable upon the occurrence of a change of control (as
defined in the applicable plan).(2)
    
    This option was granted on July 30, 2004. 20,000 shares became exercisable on July 30,
2008. Assuming continued employment with the Company, 20,000 shares will become
exercisable on July 30, 2009.(3)
    
    This option was granted on March 18, 2005. 40,000 shares became exercisable on March
18, 2008. Assuming continued employment with the Company, 40,000 shares will become
exercisable on March 18 of each of 2009 and 2010.(4)
    
    This option was granted on December 9, 2006. 28,000 shares became exercisable on
December 9, 2007. Assuming continued employment with the Company, 28,000 shares will become
exercisable on December 9 of each of 2008, 2009, 2010 and 2011.(5)
    
    This option was granted on July 9, 2007. 12,000 shares became exercisable on July 9,
2008. Assuming continued employment with the Company, 12,000 shares will become
exercisable on July 9 of each of 2009, 2010, 2011 and 2012.(6)
    
    This option was granted on August 15, 2007. 80,000 shares became exercisable on August
15, 2008. Assuming continued employment with the Company, 80,000 shares will become
exercisable on August 15 of each of 2009, 2010, 2011 and 2012.(7)
    
    This option was granted on August 11, 2003. 10,000 shares became exercisable on August
11, 2008.(8)
    
    This option was granted on July 30, 2004. 5,000 shares became exercisable on July 30,
2008. Assuming continued employment with the Company, 5,000 shares will become exercisable
on July 30, 2009.(9)
    
    This option was granted on March 18, 2005. 20,000 shares became exercisable on March
18, 2008. Assuming continued employment with the Company, 20,000 shares will become
exercisable on March 18 of each of 2009 and 2010.(10)
    
    This option was granted on December 9, 2006. 15,000 shares became exercisable on
December 9, 2007. Assuming continued employment with the Company, 15,000 shares will become
exercisable on December 9 of each of 2008, 2009, 2010 and 2011.(11)
    
    This option was granted on July 9, 2007. 5,000 shares became exercisable on July 9,
2008. Assuming continued employment with the Company, 5,000 shares will become exercisable
on July 9 of each of 2009, 2010, 2011 and 2012.(12)
    
    This option was granted on August 15, 2007. 30,000 shares became exercisable on August
15, 2008. Assuming continued employment with the Company, 30,000 shares will become
exercisable on August 15 of each of 2009, 2010, 2011 and 2012. 17




---



##### Table of Contents



(13)
    
    This option was granted on June 13, 2005. 20,000 shares became exercisable on June 13,
2008. Assuming continued employment with the Company, 20,000 shares will become
exercisable on June 13 of each of 2009 and 2010.(14)
    
    This option was granted on December 9, 2006. 20,000 shares became exercisable on
December 9, 2007. Assuming continued employment with the Company, 20,000 shares will become
exercisable on December 9 of each of 2008, 2009, 2010 and 2011.(15)
    
    This option was granted on August 15, 2007. 40,000 shares became exercisable on August
15, 2008. Assuming continued employment with the Company, 40,000 shares will become
exercisable on August 15 of each of 2009, 2010, 2011 and 2012.(16)
    
    This option was granted on July 21, 2003. 1,500 shares became exercisable on July 21,
2008.(17)
    
    This option was granted on July 30, 2004. 1,500 shares became exercisable on July 30,
2008. Assuming continued employment with the Company, the remaining 1,500 shares will
become exercisable on July 30, 2009.(18)
    
    This option was granted on September 13, 2005. 1,000 shares became exercisable on
September 13, 2008. Assuming continued employment with the Company, 1,000 shares will
become exercisable on September 13 of each of 2009 and 2010.(19)
    
    This option was granted on August 15, 2006. 5,000 shares became exercisable on August
15, 2008. Assuming continued employment with the Company, 5,000 shares will become
exercisable on August 15 of each of 2009, 2010 and 2011.(20)
    
    This option was granted on June 14, 2007. 10,000 shares became exercisable on June 14,
2008. Assuming continued employment with the Company, 10,000 shares will become
exercisable on June 14 of each of 2009, 2010, 2011 and 2012.(21)
    
    This option was granted on August 15, 2007. 30,000 shares became exercisable on August
15, 2008. Assuming continued employment with the Company, 30,000 shares will become
exercisable on August 15 of each of 2009, 2010, 2011 and 2012.(22)
    
    This option was granted on July 21, 2003. 4,000 shares became exercisable on July 21,
2008.(23)
    
    This option was granted on July 30, 2004. 4,000 shares became exercisable on July 30,
2008. Assuming continued employment with the Company, the remaining 4,000 shares will
become exercisable on July 30, 2009.(24)
    
    This option was granted on March 18, 2005. 20,000 shares became exercisable on March
18, 2008. Assuming continued employment with the Company, 20,000 shares will become
exercisable on March 18 of each of 2009 and 2010.(25)
    
    This option was granted on June 14, 2007. 10,000 shares became exercisable on June 14,
2008. Assuming continued employment with the Company, 10,000 shares will become
exercisable on June 14 of each of 2009, 2010, 2011 and 2012.(26)
    
    This option was granted on August 15, 2007. 30,000 shares became exercisable on August
15, 2008. Assuming continued employment with the Company, 30,000 shares will become
exercisable on August 15 of each of 2009, 2010, 2011 and 2012. Equity Awards to fund Mr. Deasons Supplemental Executive Retirement Agreement
  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 (#)
    
    ($)
    
    Vested (#)
    
    Vested ($)Darwin Deason
    
    
    150,000
    
    
    
    
    
    
    
    
    
    
    $
    11.53125
    
    
    
    10/8/08
    (1)(2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300,000
    
    
    
    
    
    
    
    44.10
    
    
    
    8/11/13
    (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 18




---



##### Table of Contents



(1)
    
    For additional information regarding the expiration of this
option, please see the section entitled Certain Executive Arrangements below.(2)
    
    This option was fully vested and exercisable as of June 30, 2007
and was exercised in full on October 2, 2008.(3)
    
    This option will fully vest in connection with the termination of
Mr. Deasons employment with the Company under the following circumstances:
early or normal retirement, change of control of the Company, disability, death,
or other reasons involving a resignation by Mr. Deason.
 Option Exercises and Stock Vested as of June 30, 2008
 pre-tax
 OPTION AWARDS
    
    STOCK AWARDSNumber ofNumber of
    
    Value
    
    Shares
    
    ValueShares
    
    Realized
    
    Acquired
    
    RealizedAcquired
    
    on
    
    on
    
    onon Exercise
    
    Exercise
    
    Vesting
    
    VestingName
    
    (#)
    
    ($)
    
    (#)
    
    ($)Darwin Deason
    
    
    0
    
    
    
    0
    
    
    
    
    
    
    
    Lynn Blodgett
    
    
    171,200
    
    
    $
    4,176,712
    
    
    
    
    
    
    
    John Rexford
    
    
    80,000
    
    
    $
    1,959,861
    
    
    
    
    
    
    
    Tom Burlin
    
    
    0
    
    
    
    0
    
    
    
    
    
    
    
    Kevin Kyser
    
    
    15,000
    
    
    $
    349,065
    
    
    
    
    
    
    
    Tom Blodgett
    
    
    0
    
    
    
    0
    
    
    
    
    
    
    
    
  Pension Benefits
  Number of
    
    Present Value ofYears Credited
    
    Accumulated
    
    Payments DuringService
    
    Benefit
    
    Last Fiscal YearName
    
    Plan Name
    
    (#)
    
    ($)
    
    ($)Darwin Deason
    
    Supplemental Executive Retirement Agreement
    
    8
    (1)
    
    
    $
    8,998,087
    
    
    
    0
 19




---



##### Table of Contents



(1)
    
    Service credits were achieved beginning on the effective date of the Supplemental Executive
Retirement Agreement on December 1, 1998 through May 2005 at which point Mr. Deasons
supplemental retirement benefit was capped at 56% of his final average compensation pursuant
to the terms of the Supplemental Executive Retirement Agreement. Additional service since May
2005 will not increase Mr. Deasons benefit other than with respect to the calculation of his
final average compensation under the Supplemental Executive Retirement Agreement. Non-qualified Deferred Compensation
   Non-qualified Deferred Compensation
For Fiscal Year 2008
 AggregateRegistrant
    
    Aggregate
    
    Withdrawals/Executive
    
    Contributions
    
    Earnings in
    
    DistributionsContributions in
    
    in Fiscal Year
    
    Fiscal Year
    
    In Fiscal Year
    
    AggregateFiscal Year 2008
    
    2008
    
    2008
    
    2008
    
    Balance atName
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    June 30, 2008($)Darwin Deason
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Lynn Blodgett
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    John Rexford
    
    $
    25,000
    (1)
    
    $
    1,250
    (2)
    
    $
    (9,923
    )
    
    
    
    
    
    $
    93,821Tom Burlin
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Kevin Kyser
    
    
    155,606
    (1)
    
    
    805
    (2)
    
    
    (13,329
    )
    
    
    
    
    
    
    376,131Tom Blodgett
    
    
    97,996
    (1)
    
    
    
    
    
    
    (21,442
    )
    
    
    
    
    
    
    384,995
 
 (1)
    
    The amount of Mr. Rexfords, Mr. Kysers and Mr. Tom Blodgetts contribution
consists of deferred salary earned in fiscal year 2008. These amounts are included in
the Salary column of the Summary Compensation Table. In fiscal year 2007, Mr. Rexfords
contributed $25,002 of deferred salary and that amount was included in the Salary
column of the Summary Compensation Table for that fiscal year.(2)
    
    Amount of the Companys matching contribution. Post Termination Benefits
 Change of Control Agreements
   20




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21




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##### Table of Contents



Change of Control and Termination Payments
 Change of Control Benefits Payable at June 30, 2008
  Cash
    
    Vesting ofPayment
    
    UnvestedCash Payment
    
    Value of Non
    
    for Tax
    
    Stock(before Tax Gross
    
    Cash Benefits ($)
    
    Gross Up
    
    Options
    
    TotalExecutive Officer
    
    Up) ($)(a)
    
    (b)
    
    ($)
    
    ($)
    
    ($)Darwin Deason (c)
    
    $
    27,728,217
    
    
    $
    273,483
    
    
    $
    12,985,234
    
    
    $
    2,817,000
    
    
    $
    43,803,934Lynn Blodgett
    
    
    6,604,473
    
    
    
    203,157
    
    
    
    
    
    
    
    2,231,880
    
    
    
    9,039,510Tom Burlin
    
    
    3,693,240
    
    
    
    268,491
    
    
    
    1,895,941
    
    
    
    1,021,600
    
    
    
    6,879,272John Rexford
    
    
    3,936,944
    
    
    
    281,145
    
    
    
    
    
    
    
    955,800
    
    
    
    5,173,889Kevin Kyser
    
    
    2,604,774
    
    
    
    264,969
    
    
    
    1,389,927
    
    
    
    577,755
    
    
    
    4,837,425Tom Blodgett
    
    
    2,897,850
    
    
    
    267,399
    
    
    
    
    
    
    
    659,880
    
    
    
    3,825,129Total
    
    $
    47,465,498
    
    
    $
    1,558,644
    
    
    $
    16,271,102
    
    
    $
    8,263,915
    
    
    $
    73,559,159
 
 (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)
    
    Includes Supplemental Executive Retirement Agreement amount of
$13,108,042 payable if a change of control occurred on June 30, 2008. Termination Benefits Payable at June 30, 2008 for Involuntary Termination Without Cause,
Termination By the Executive for Good Reason or Termination of Agreement
 22




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##### Table of Contents



Vesting ofValue of Non
    
    UnvestedCash Payment
    
    Cash Benefits ($)
    
    Stock
    
    TotalExecutive Officer
    
    ($)
    
    (d)
    
    Options ($)
    
    ($)Darwin Deason (a)
    
    
    $ 13,108,042
    
    
    
    
    
    
    
    
    
    
    
    $ 13,108,042Lynn Blodgett (b)
    
    
    6,604,473
    
    
    
    203,157
    
    
    
    2,231,880
    
    
    
    9,039,510Tom Burlin (c)
    
    
    88,119
    
    
    
    
    
    
    
    
    
    
    
    88,119John Rexford (c)
    
    
    370,285
    
    
    
    
    
    
    
    
    
    
    
    370,285Kevin Kyser (c)
    
    
    580,779
    
    
    
    
    
    
    
    
    
    
    
    580,779Tom Blodgett(c)
    
    
    549,929
    
    
    
    
    
    
    
    
    
    
    
    549,929Total
    
    
    $ 21,301,627
    
    
    
    $ 203,157
    
    
    
    $ 2,231,880
    
    
    
    $ 23,736,664
 
 (a)
    
    The cash payment is the Supplemental Executive Retirement Agreement
amount of $13,108,042 payable if a termination occurred on June 30, 2008.(b)
    
    The cash payment is composed of (i) any accrued but unpaid
compensation; (ii) three times the base salary and bonus paid for the prior
year; (iii) 401(k) deferred compensation and supplemental deferred
compensation.(c)
    
    The cash payment is composed of (i) amounts which could be received
under the Companys Supplemental Unemployment Pay Plan (the Plan) as
described in the next sentence; and (ii) 401(k) deferred compensation (under
the ACS Savings Plan) and supplemental deferred compensation. (under the ACS
Supplemental Savings Plan). Under the Plan, full time US-based employees with
at least one full year of service who are terminated because of a qualifying
termination (as defined in the Plan) and who otherwise are not eligible for
benefits upon the their termination of employment may receive two weeks of
base pay (less any amounts from any state unemployment program for which the
employee would be eligible) for each full year of service, subject to a
maximum of ten weeks of base pay and their compliance with the conditions of
the Plan. Messrs. Rexford, Kyser and Tom Blodgett would be eligible for ten
weeks of base pay under the Plan and Mr. Burlin would be eligible for six
weeks of base pay. These figures for the Plan assume no payments are received
from any state unemployment program. In addition to payments under the Plan,
Mr. Burlin, Mr. Rexford, Mr. Kyser and Mr. Tom Blodgett would be entitled to
receive $30,427, $274,131, $517,317 and $468,198, respectively, in 401(k) deferred
compensation under the ACS Savings Plan and supplemental deferred compensation
under the ACS Supplemental Savings Plan upon termination. To the extent these
executive officers are or were one of the named executive officers, their
contributions to the ACS Savings Plan and the ACS Supplemental Savings Plan
would be or would have been included in the Salary column of the Summary
Compensation Table.(d)
    
    The non cash benefits include an estimate for directors and officers
liability insurance, continued insurance benefits and outplacement counseling. 23




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##### Table of Contents



Termination Benefits Payable at June 30, 2008 for Involuntary Termination For Cause
  Equity Compensation Plan Information
  Compensation Committee Interlocks and Insider Participation
  Director Compensation
For Fiscal Year 2008
  Change inPensionValue andNon-Equity
    
    Non-qualifiedFees Earned
    
    Stock
    
    Option
    
    Incentive Plan
    
    Deferred
    
    All Otheror Paid in
    
    Awards
    
    Awards
    
    Compensation
    
    Compensation
    
    Compensation
    
    TotalName
    
    Cash ($)(1)
    
    ($)
    
    ($) (2)(3)
    
    ($)
    
    Earnings ($)
    
    ($)
    
    ($)Robert Druskin
    
    $
    19,500
    
    
    
    
    
    
    $
    43,080
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    62,580Kurt R. Krauss
    
    
    93,000
    
    
    
    
    
    
    
    90,502
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    183,502Ted B. Miller Jr.
    
    
    85,500
    
    
    
    
    
    
    
    90,502
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    176,002Frank Varasano
    
    
    91,500
    
    
    
    
    
    
    
    90,502
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    182,002Paul E. Sullivan
    
    
    59,250
    
    
    
    
    
    
    
    60,368
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    119,618
 24




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##### Table of Contents



(1)
    
    This column reports the amount of cash compensation paid in fiscal year 2008 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, and participation in the Special Committee overseeing the internal investigation
of our stock option grant practices.(2)
    
    This column represents the dollar amount recognized for financial statement reporting
purposes in 2008 fiscal year for the fair value of stock options previously granted to the
directors. The fair value was estimated using the Black-Scholes option-pricing model in
accordance with SFAS 123(R).(3)
    
    The following directors had the following outstanding option awards at the end of
fiscal year 2008 (June 30, 2008): Number ofOption Grant
    
    Option Shares
    
    Grant Date FairDirector
    
    Date
    
    Granted (a)
    
    Value ($)Robert Druskin
    
    
    3/19/08
    
    
    
    50,000
    
    
$
    47.43Kurt R. Krauss
    
    
    12/7/07
    
    
    
    50,000
    
    
    
    44.78Ted B. Miller Jr.
    
    
    12/7/07
    
    
    
    50,000
    
    
    
    44.78Frank Varasano
    
    
    12/7/07
    
    
    
    50,000
    
    
    
    44.78Paul E. Sullivan
    
    
    2/23/08
    
    
    
    50,000
    
    
    
    51.03
 
 (a)
    
    33-1/3% of such options vest and become exercisable on the first, second and
third anniversary date of each grant, unless a change of control (as defined in the
applicable plan) occurs and makes the options fully exercisable.   Fiscal Year 2008
    
    Compensation
    
    
    Independent Director Annual Retainer
    
    $
    45,000
    
    
    Lead Independent Director Annual Retainer
    
    $
    25,000
    
    
    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
    
    
    Special Committee Meetings (chair)
    
    $
    15,000/month
    
    
    Special Committee Meetings
    
    $
    10,000/month
    
    
    Annual Stock Option Grant
    
    
    7,500 shares
    
    
    Initial Stock Option Grant
    
    
    40,000 shares
    (a)
 25




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##### Table of Contents



(a)
    
    Effective December 7, 2007, the initial stock option grant to newly appointed
directors was increased to 50,000 shares of our Class A common stock.  Stock Ownership Guidelines
  Certain Executive Arrangements
 Mr. Lynn Blodgetts Amended and Restated Employment Agreement
      26




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##### Table of Contents



Mr. Deasons Amended Employment Agreement
    27




---



##### Table of Contents



Mr. Deasons Voting Agreement
     28




---



##### Table of Contents



Mr. Deasons Supplemental Executive Retirement Agreement
     
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  29




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##### Table of Contents



Amount
    
    
    
    
    
    
    Amount
    
    
    
    
    
    
    Percent ofand Nature
    
    
    Percent of
    
    
    and Nature
    
    
    Percent of
    
    
    Total Sharesof
    
    
    Total Shares
    
    
    of
    
    
    Total Shares
    
    
    of Class A
    
    
    Percent ofBeneficial
    
    
    of Class A
    
    
    Beneficial
    
    
    of Class B
    
    
    and Class B
    
    
    TotalOwnership
    
    
    Common
    
    
    Ownership
    
    
    Common
    
    
    Common
    
    
    Votingof Class A
    
    
    Stock
    
    
    of Class B
    
    
    Stock
    
    
    Stock
    
    
    PowerCommon
    
    
    Owned
    
    
    Common
    
    
    Owned
    
    
    Owned
    
    
    OwnedName
    
    Stock
    
    
    Beneficially
    
    
    Stock
    
    
    Beneficially
    
    
    Beneficially
    
    
    Beneficially (1)BENEFICIAL OWNERS OF MORE THAN 5% OF OUR COMMON STOCKPzena Investment Mgmt.
(2) 
120 West 45th Street, 
20th Floor 
New York, NY 10036
    
    
    8,969,292
    
    
    
    9.9
    %
    
    
    
    *
    
    
    
    *
    
    
    9.2
    %
    
    
    5.7
    %Oppenheimer Funds (3) 
6803 South Tucson Way 
Centennial, CO 80112
    
    
    7,885,465
    
    
    
    8.7
    %
    
    
    
    *
    
    
    
    *
    
    
    8.1
    %
    
    
    5.0
    %FMR Corp. (4) 
82 Devonshire Street 
Boston, MA 02109
    
    
    5,033,176
    
    
    
    5.5
    %
    
    
    
    *
    
    
    
    *
    
    
    5.1
    %
    
    
    3.2
    %Darwin Deason (5)
    
    
    2,740,364
    
    
    
    3.0
    %
    
    
    6,599,372
    
    
    
    100
    %
    
    
    9.5
    %
    
    
    43.6
    %Lynn Blodgett (6)
    
    
    499,300
    
    
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    *John Rexford (7)
    
    
    185,525
    
    
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    *Tom Burlin (8)
    
    
    121,100
    
    
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    *Kevin Kyser (9)
    
    
    72,921
    
    
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    *Tom Blodgett (10)
    
    
    142,420
    
    
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    *Robert Druskin
    
    
    0
    
    
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    *Kurt R. Krauss (11)
    
    
    2,500
    
    
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    *Ted B. Miller Jr
    
    
    10,000
    
    
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    *Frank Varasano (12)
    
    
    4,400
    
    
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    *Paul E. Sullivan
    
    
    4,500
    
    
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    *All Current Executive
Officers and 
Directors as a Group
(18 persons) (13)
    
    
    3,996,544
    
    
    
    4.3
    %
    
    
    6,599,372
    
    
    
    100
    %
    
    
    10.7
    %
    
    
    44.1
    %
 
 *
    
    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 (ten votes per share) are
aggregated. As of October 6, 2008, there were 90,951,472 shares of Class A common stock
and 6,599,372 shares of Class B common stock issued (excluding 21,001,929 shares of Class
A common stock held as treasury shares).(2)
    
    Based on filings by the stockholder with the Securities and Exchange Commission dated
February 29, 2008. Such stockholder has indicated that it has sole voting power with
respect to 6,929,779 shares and no voting power with respect to the remaining shares and
sole investment power with respect to all shares.(3)
    
    Based on filings by the stockholder with the Securities and Exchange Commission dated
February 4, 2008. Such stockholder has indicated that it has sole voting power with respect
to no shares and shared voting power with respect to the remaining shares and shared
investment power with respect to all shares.(4)
    
    Based on filings by the stockholder with the Securities and Exchange Commission dated
February 14, 2008. Such stockholder has indicated that it has sole voting power with
respect to 392,569 shares and no voting power with respect to the remaining shares and sole
investment power with respect to all shares.(5)
    
    The shares of our Class A common stock noted in the table include 600,000 shares of
Class A common stock which are not outstanding but are subject to options exercisable
within 60 days of October 6, 2008; and 7,470 shares owned by Mr. Deason through the ACS
Employee Stock Purchase Plan. See discussion of Mr. Deasons voting rights in the section
entitled Deason Voting Agreement below. As of October 6, 2008, Mr. Deason had also
pledged 1,802,894 of his Class A shares to three financial institutions.(6)
    
    Includes 495,800 shares of Class A common stock, which are not outstanding, but are
subject to options exercisable within sixty days of October 6, 2008.(7)
    
    Includes 180,000 shares of Class A common stock, which are not outstanding, but are
subject to options exercisable within sixty days of October 6, 2008; 2,104 shares of Class
A common stock owned through the ACS 401(k) Plan; 921 shares of Class A common stock owned
through the ACS Employee Stock Purchase Plan; and 2,500 shares of Class A common stock
owned through an individual retirement account.(8)
    
    Includes 120,000 shares of Class A common stock, which are not outstanding, but are
subject to options exercisable within sixty days of October 6, 2008.(9)
    
    Includes 71,500 shares of Class A common stock, which are not outstanding, but are
subject to options exercisable within sixty days of October 6, 2008; 921 shares of Class A
common stock owned through the ACS 401(k) Plan; and 200 shares of Class A common stock
owned through an individual retirement account.(10)
    
    Includes 140,800 shares of Class A common stock, which are not outstanding, but are
subject to options exercisable within sixty days of October 6, 2008; 1,301 shares of Class
A common stock owned through the ACS Employee Stock Purchase Plan, and 319 shares of Class
A common stock owned through the ACS.401(k) Plan.(11)
    
    Includes 2,500 shares of Class A common stock owned through an individual retirement
account. 30




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##### Table of Contents



(12)
    
    Includes 2,200 shares of Class A common stock owned through an individual retirement
account.(13)
    
    Includes 1,818,300 shares of Class A common stock, which are not outstanding, but are
subject to options exercisable within sixty days of October 6, 2008; 3,875 shares of Class
A common stock owned through the ACS 401(k) plan; 11,475 shares of Class A common stockowned through the ACS Employee Stock Purchase Plan and 7,400 shares of Class A common stock
owned through individual retirement accounts. Equity Compensation Plan Information
  
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 Certain Relationships and Related Transactions
     
 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
 Independent Registered Public Accounting Firms Fees
  2008
    
    
    2007Audit Fees
    
    $
    4,484
    
    
    $
    5,142Audit-Related Fees
    
    
    147
    
    
    
    136Tax Fees
    
    
    55
    
    
    
    93All Other Fees
    
    
    52
    
    
    
    53Total Fees
    
    $
    4,738
    
    
    $
    5,424
  31




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##### Table of Contents



PART IV
 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
           32




---



##### Table of Contents



SIGNATURES
  Date: October 24, 2008
    Affiliated Computer Services, Inc.By:
    /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/ Kevin Kyser

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

(Laura Rossi)
    
    Senior Vice President and Chief Accounting Officer/s/ Kurt R. Krauss

(Kurt R. Krauss)
    
    Director/s/ Ted B. Miller Jr.

(Ted B. Miller Jr.)
    
    Director/s/ Frank Varasano

(Frank Varasano)
    
    Director/s/ Paul E. Sullivan

(Paul E. Sullivan)
    
    Director/s/ Robert Druskin

(Robert Druskin)
    
    Director
 33




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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
    
    Certificate of Elimination of the Series A Cumulative Redeemable
Preferred Stock of Affiliated Computer Services, Inc. dated
August 20, 2001 (filed as Exhibit 4.3 to our Registration
Statement on Form S-8, File No. 333-42385, filed June 13, 2007
and incorporated herein by reference).3.4
    
    Bylaws of Affiliated Computer Services, Inc., as amended and in
effect on August 21, 2008 (filed as Exhibit 3.2 to our Current
Report on Form 8-K, filed August 27, 2008 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
    
    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).
 34




---



##### Table of Contents



ExhibitNumber
    
    Exhibit Name4.3
    
    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).4.4
    
    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 Notes due 2015 (filed as Exhibit 4.3 to
our Current Report on Form 8-K, filed June 6, 2005 and
incorporated herein by reference).4.5
    
    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).4.6
    
    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, as amended December 7, 2007, by and between
Affiliated Computer Services, Inc. and Darwin Deason (filed
as Exhibit 99.1 to our Current Report on Form 8-K filed
December 10, 2007 and incorporated herein by reference).10.1
    
    1997 Stock Incentive Plan of the Company (filed as Appendix D
to our Joint Proxy Statement on Schedule 14A, filed November
14, 1997 and incorporated herein by reference).10.2
    
    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).10.3
    
    2007 Equity Incentive Plan of the Company (filed as Appendix
C to our Proxy Statement on Schedule 14A, filed April 30,
2007 and incorporated herein by reference).10.4
    
    Form of Directors Indemnification Agreement (filed as Exhibit
10.1 to our Current Report on Form 8-K, filed June 5, 2008
and incorporated herein by reference).10.5
    
    Form of Change in Control Agreement, dated as of June 9, 2008
(June 6, 2008, in the case of Ann Vezina), by and between
Affiliated Computer Services, Inc. and each of Tom Burlin,
Kevin Kyser, Tom Blodgett and Ann Vezina (filed as Exhibit
10.1 to our Current Report on Form 8-K, filed June 11, 2008
and incorporated herein by reference).10.6
    
    Change in Control Agreement, dated as of June 9, 2008, by and
between Affiliated Computer Services, Inc. and John Rexford
(filed as Exhibit 10.2 to our Current Report on Form 8-K,
filed June 11, 2008 and incorporated herein by reference).10.7
    
    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).10.8
    
    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).10.9
    
    Amendment No. 2 to Supplemental Executive Retirement
Agreement, dated as of June 30, 2005, by and between
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).10.10
    
    Amended and Restated Executive Employment Agreement,
effective as of May 1, 2008, by and between Affiliated
Computer Services, Inc. and Lynn Blodgett (filed as Exhibit
10.3 to our Current Report on Form 8-K, filed June 11, 2008
and incorporated herein by reference).10.11
    
    Employment Agreement, as amended December 7, 2007, between
the Company and Darwin Deason (filed as Exhibit 99.2 to our
Current Report on Form 8-K, filed December 10, 2007 and
incorporated herein by reference).
 35




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##### Table of Contents



ExhibitNumber
    
    Exhibit Name10.12
    
    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).10.13
    
    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).10.14
    
    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).10.15
    
    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).10.16
    
    Form of Stock Option Agreement (Switzerland, Canton of
Fribourg) (filed as Exhibit 10.8 to our Quarterly Report on
Form 10-Q filed May 16, 2006 and incorporated herein by
reference.10.17
    
    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 16, 2006
and incorporated herein by reference.10.18
    
    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).10.19
    
    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).10.20*
    
    Form of Stock Option Agreement (Canada, other than Quebec).10.21*
    
    Form of Stock Option Agreement (Quebec).10.22*
    
    Form of Stock Option Agreement (Germany).10.23
    
    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).10.24
    
    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).10.25
    
    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).10.26
    
    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).10.27
    
    Amendment No. 3, Consent and Waiver to Credit Agreement, 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 28, 2006 and incorporated
herein by reference).10.28
    
    Amendment No. 4, Consent and Waiver to Credit Agreement, 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).
 36




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##### Table of Contents



ExhibitNumber

    
    Exhibit Name10.29
    
 
   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).10.30
    
 
   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).10.31
    
 
   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).10.32
    
 
   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).10.33
    
 
   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).10.34
    
 
   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).10.35
    
 
   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).10.36
    
 
   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).10.37
    
 
   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).10.38
    
 
   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).21.1
    *
 
   Subsidiaries of the Company.23.1
    *
 
   Consent of PricewaterhouseCoopers LLP.23.2
    *
 
   Consent of Value Incorporated.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 28, 2008.31.2
    **
 
   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 24, 2008.31.3
    *
 
   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 28, 2008.31.4
    **
 
   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 24, 2008.
 37




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##### Table of Contents



ExhibitNumber
    
    Exhibit Name32.1
    *
 
   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 28, 2008. 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 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 24, 2008. 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 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 28, 2008. 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 24, 2008. 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 the Original Report**
    
    Filed with this Form 10-K/A
    
    Management contract or compensation plan or arrangement  38