##### 





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
  Washington, D.C.
    20549
 FORM 10-K/A
 (Amendment
    No. 2)
  Mark Oneþ

Annual Report Pursuant to Section 13 or 15(d) of the
    Securities Exchange Act of 1934For the fiscal year ended
    June 30, 2007ORo

Transition Report Pursuant to Section 13 or 15(d) of the
    Securities Exchange Act of 1934For 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
  Regulation S-K Form 10-K. o
    Large accelerated filer
    þ

Accelerated filer
    o

Non-accelerated
    filer o

Smaller reporting
    Company o(Do not check if a smaller reporting
    company)   Rule 12b-2
 o þ




---



##### 





AFFILIATED
    COMPUTER SERVICES, INC.
  FORM 10-K/A
    for the Fiscal Year Ended June 30, 2007
  TABLE OF
    CONTENTS
  Explanatory Note

1Part IIIItem 11.

Executive Compensation

1Part IVItem 15.

Exhibits, Financial Statement Schedules

27Exhibit 31.1  Certification of CEO Pursuant to
    Rule 13a-14(a)Exhibit 31.2  Certification of CFO Pursuant to
    Rule 13a-14(a)Exhibit 32.1  Certification of CEO Pursuant to
    Rule 13a-14(b)Exhibit 32.2  Certification of CFO Pursuant to
    Rule 13a-14(b)  i




---



##### 



EXPLANATORY
    NOTE  Form 10-K Regulation S-K.
  Rule 12b-15 Exhibits
    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;
    to promote fair treatment of all employees; and
    to encourage equity ownership by our executives.  Comparative
    Review
   1




---



##### 



Elements
    of Compensation
         Base
    Salaries
   2




---



##### 



 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 performance goals.ACS Corporate

The bonus of each of the executive officers is determined based
    on the achievement of performance goals in this group.    3




---



##### 



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 is determined based
    on the achievement of performance goals in this group.    4




---



##### 



 Long
    Term Incentives  Our Stock Incentive
    Plans
    th
   5




---



##### 



Form 10-K
     Generally
    Available Benefit Programs
    Retirement
    Benefits
    Mr. Deasons
    Supplemental Executive Retirement Agreement and Employment
    Agreement
   6




---



##### 



 Perquisites
     Termination
    of Employment and Change of Control Benefits
          Stock
    Ownership Guidelines
      
    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.   7




---



##### 



Report of
    the Compensation Committee
  Form 10-K/A
  Compensation Committee
      Form 10-K/A,
   8




---



##### 



SUMMARY
    COMPENSATION TABLE FOR FISCAL 2007
    Change inPensionValue andNonqualifiedNon-Equity

Deferred

AllStock



Incentive Plan

Compensation

OtherSalary

Bonus

Awards($)

Option

Compensation ($)

Earnings

Compensation

TotalName And Principal Position

Year

($)

($)

(1)

Awards ($)(2)

(3)

($)

($)

($)Darwin Deason


2007



916,053











2,048,835(4
)


1,835,468



952,710(5
)


219,033
(6)


5,972,099Chairman of the BoardLynn Blodgett


2007



695,769











1,767,183



1,200,000







29,985
(7)


3,692,937President and Chief
    Executive OfficerJohn Rexford


2007



429,108











796,062



600,000







291,419
(8)


2,116,589Executive Vice President and Chief Financial OfficerTom Burlin


2007



420,913











542,306



600,000







25,454
(9)


1,588,673Executive Vice President and Chief Operating OfficerAnn Vezina


2007



422,401











273,499



600,000







33,110
(10)


1,329,010Executive Vice President and Chief Operating Officer -
    Commercial SolutionsFormer Officers:Mark King


2007



698,654











1,581,016











32,193
(11)


2,311,863Former President and
    Chief Executive OfficerWarren D. Edwards


2007



456,455











687,882











17,611
(12)


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 our named executive
    officers during fiscal year 2007.(2)
    
    The amount shown for each executive officer is the compensation
    cost 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
    expense in fiscal year 2007 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.) These amounts are adjusted to reflect the increase
    in exercise price of certain outstanding stock options on
    December 28, 2006. 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 Report. 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:  9




---



##### 



Increase in FY 07FY 2007 Cost


Cost as a Result of


Totalbased on Original


a Change in the


CompensationNamed Executive

Option


Original Option


Grant Price


Measurement Date


Cost in 2007Officer

Number


Grant Date


($)


($)(a)


($)Darwin Deason


1303



7/23/02



671,940



66,273



738,2131303a



7/23/02



1,007,912



302,710



1,310,622Lynn Blodgett


647a



7/11/00



N/A



6,850



6,850


853



9/26/01



32,104



12,603



44,707


853a



9/26/01



21,409



41,234



62,643


1307



7/23/02



83,992



8,284



92,276


1307a



7/23/02



125,988



37,839



163,827


1758



8/11/03



309,068



0



309,068


1888



7/30/04



357,772



(35,538
)


322,234


2326



3/18/05



557,308



0



557,308


3470



12/9/06



208,270



0



208,270


John Rexford(b)


1241



7/23/02



55,996



5,523



61,5191241a



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



393,542


3447



12/9/06



148,764



0



148,764


Ann Vezina(b)


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



130,137


1752



8/11/03



187,822



0



187,822


1892



7/30/04



73,122



(1,801
)


71,321


2328



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 revised 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 included in the Original
    Report.

(b)
    
    In connection with the increase in exercise price of certain
    outstanding stock options held by John Rexford and Ann Vezina on
    August 8, 2007, we took an additional charge of $1,995 for
    such options held by Mr. Rexford and $7,800 for such
    options held by Ms. Vezina.  (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. 10




---



##### 



(4)
    
    As discussed under the caption Mr. Deasons
    Supplemental Executive Retirement Agreement, 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.(5)
    
    We estimate that our obligation with respect to Mr. Deason
    under his Supplemental Executive Retirement Agreement increased
    from $8,168,288 on June 30, 2006 to $9,120,998 on
    June 30, 2007.(6)
    
    Represents $102,110 in non-business use of corporate aircraft
    calculated or based on the incremental cost to the Company,
    $5,228 in auto expense, $9,002 in group life insurance, $4,799
    in tax and estate planning services, $86,219 in accounting and
    administrative services and $11,675 in medical costs under the
    Executive Medical Plan. 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 $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 $1,402 in non-business use of corporate aircraft
    calculated or based on the incremental cost to the Company,
    $1,555 in group life insurance, $6,988 in long term disability
    insurance and $20,040 in medical costs under the Executive
    Medical Plan.(8)
    
    Represents $860 in group life insurance, $8,844 in long term
    disability insurance, $6,230 in matching ACS Savings Plan
    contributions, $7,638 in medical costs under the Executive
    Medical Plan and $267,847 in commission payments related to
    mergers and acquisitions activity. 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.(9)
    
    Represents $913 in group life insurance and $24,541 in medical
    costs under the Executive Medical Plan.(10)
    
    Represents $451 in group life insurance, $323 in tax and estate
    planning services, $6,180 in long term disability insurance,
    $4,883 in matching ACS Savings Plan contributions, $12,881 in
    relocation payments and $8,392 in medical costs under the
    Executive Medical Plan.(11)
    
    Represents $1,477 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 under the Executive
    Medical Plan. Mr. King resigned as a director and our
    President and Chief Executive Officer effective as of
    November 26, 2006.(12)
    
    Represents $521 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 under the Executive
    Medical Plan. Mr. Edwards resigned as our Executive Vice
    President and Chief Financial Officer effective as of
    November 26, 2006. 11




---



##### 



Grants of Plan-Based Awards
    Grants of
    Plan-Based Awards
    For Fiscal 2007
  AllOther


All OtherStock


Option


Exercise


GrantAwards:


Awards:


or Base


Date FairNumber


Number of


Price of


Value ofEstimated Future Payouts


of Shares


Securities


Option


Stock andEstimated Future Payouts Under Non-Equity Incentive Plan
    Awards(1)


Under Equity Incentive 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











2,294,335



























Lynn Blodgett


12/9/06































140,000


$
49.55


$
1,849,591


1/17/07











1,500,000






























John Rexford


12/9/06































75,000


$
49.55


$
990,8521/17/07











750,000



























Tom Burlin


12/9/06































100,000


$
49.55


$
1,321,136


1/17/07











750,000






























Ann Vezina


12/9/06































100,000


$
49.55


$
1,321,1361/17/07











750,000



























Former OfficersMark King


9/28/06











1,575,000
(3)


























Warren Edwards


9/28/06











514,500
(4)


























     (1)
    
    Amounts shown represent the 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 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. These options were granted under our 1997
    Stock Incentive Plan and vest and become exercisable as follows:
    on each anniversary date of the grant, commencing with the first
    such anniversary date and continuing on each such anniversary
    thereafter through and including the fifth anniversary of the
    date of the grant, 20% of such options shall vest and become
    exercisable.(3)
    
    Mr. King resigned as a director and our President and Chief
    Executive Officer effective as of November 26, 2006. Under
    the terms of his separation agreement with the Company,
    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 his separation agreement with the Company,
    Mr. Edwards was not eligible to receive any non-equity
    incentive plan based awards for fiscal year 2007.  Stock
    Plans
  2007
    Equity Incentive Plan
   12




---



##### 



and/or
  1997
    Stock Incentive Plan
        Employee
    Stock Purchase Plan
   13




---



##### 



Mr. Deasons
    Employment Agreement
    Mr. Blodgetts
    Employment Agreement
    Retirement
    Benefits
  ACS Savings Plan.
  ACS Supplemental Savings Plan. and/or
  Mr. Deasons Supplemental Executive Retirement
    Agreement.
 14




---



##### 



grossed-up
  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 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




---



##### 



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 (#)


($)


Vested (#)


Vested ($)Darwin Deason


240,000











35.75



7/23/12















240,000



120,000
(1)






37.57
(19)


7/23/12















Lynn Blodgett


80,000











16.4375



7/11/10


















20,000











23.47
(19)


7/11/10


















43,200











38.66



9/26/11


















28,800











44.87
(19)


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
(19)


7/11/10















20,000











35.75



7/23/12















20,000



10,000
(7)






37.57
(19)


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















Former Officers





































Mark 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. 16




---



##### 



(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.
    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.(6)
    
    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.(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.
    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.(11)
    
    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.(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.
    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.(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.
    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.(18)
    
    These shares were exercised subsequent to June 30, 2007.(19)
    
    This is the adjusted exercise price reflecting the increase in
    exercise price of shares of such options that vest after
    December 31, 2004, to the revised measurement
    date. 17




---



##### 



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 (#)

($)

Vested (#)

Vested ($)Darwin Deason


150,000











11.53125



10/8/08
(1)(2)


















300,000







44.10



8/11/13
(3)














     (1)
    
    For additional information regarding the expiration of this
    option, please see the caption Mr. Deasons
    Supplemental Executive Retirement Agreement.(2)
    
    This option was fully vested and exercisable as of June 30,
    2007.(3)
    
    This option shall 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 for
    a resignation by Mr. Deason.  Option
    Exercises and Stock Vested
    Pension
    Benefits
    Number of

Present Value ofYears Credited

Accumulated

Payments DuringService

Benefit

Last Fiscal YearName

Plan Name

(#)

($)

($)Darwin Deason


Supplemental Executive Retirement Agreement



7
(1)


9,120,988



0     (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.  Nonqualified
    Deferred Compensation
  and/or
 18




---



##### 



Nonqualified
    Deferred Compensation
    For Fiscal 2007
  AggregateRegistrant





Withdrawals/


AggregateExecutive


Contributions


Aggregate


Distributions


Balance atContributions in


in Fiscal Year


Earnings in


In Fiscal Year


June 30,Fiscal Year 2007


2007


Fiscal Year 2007


2007


2007Name

($)


($)


($)


($)


($)Darwin Deason


















Lynn Blodgett


















John Rexford


25,002



1,128(1
)


10,604







77,494Tom Burlin


















Ann Vezina


4,250



1,026(2
)


4,537







29,680Former 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 of the Summary Compensation Table.(2)
    
    Amount of Ms. Vezinas contribution consists of
    deferred salary earned in fiscal year 2007. This amount is
    included in the Salary column of the Summary Compensation Table.  Post
    Termination Benefits
  Change of
    Control Agreements
         19




---



##### 



(Tentative
    excise tax before gross up)
  divided by
  (one less
    the sum of all tax rates applicable to the executive, such as
    excise tax rate(s), 
    federal income tax rate, medicare tax rate, social security tax
    rate (only if such executive 
    has not already exceeded the maximum wage base for the calendar
    year of the change of
    control), state income tax rate, and any local income tax rates
    (e.g., city, county or other 
    taxing jurisdiction))
   20




---



##### 



Mr. Blodgetts
    Employment Agreement
                gross-up
  Mr. Deasons
    Employment Agreement
     21




---



##### 



gross-up
  Change
    of Control Payments
  Change of
    Control Benefits Payable at June 30, 2007
    22




---



##### 



CashCash Payment





Payment(before Tax Gross


Value of Non


for Tax


TotalExecutive Officer

Up) ($)(a)


Cash Benefits(b)


Gross Up ($)


($)Darwin Deason


20,575,949
(c)


546,927



8,734,842



29,857,718Lynn Blodgett


3,493,142



580,401







4,073,543Tom Burlin


2,119,231



572,487



1,250,643



3,942,361John Rexford


2,348,574



546,897







2,895,471Ann Vezina


2,232,952



547,062



1,370,306



4,150,320Total


30,769,848



2,793,774



11,355,791



44,919,413     (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
    $12,959,686 payable if a change of control occurred on
    June 30, 2007.  Change of
    Control Benefits Payable at September 30, 2007
      CashCash Payment





Payment(before Tax Gross


Value of Non


for Tax


TotalExecutive Officer

Up) ($)(a)


Cash Benefits(b)


Gross Up ($)


($)Darwin Deason


23,621,667
(c)


546,840



10,133,524



34,302,031Lynn Blodgett


6,259,673



484,095







6,743,768Tom Burlin


3,500,962



505,839



2,005,353



6,012,154John Rexford


3,725,075



469,908







4,194,983Ann Vezina


3,621,012



436,923



2,094,341



6,152,276Total


40,728,389



2,443,605



14,233,218



57,405,212     (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
    $13,015,543 payable if a change of control occurred on
    September 30, 2007. 23




---



##### 



Compensation
    Committee Interlocks and Insider Participation
  Regulation S-K
  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


SpecialBoard


Committee


Lead


Committee


Annual


Committee


Committee-Meeting Fees


Meeting


Independent


Chairmanship


Retainer


Stock Option


StrategicDirector

($)


Fees($)


Director Fees($)


Fees ($)


Fees($)


Investigation ($)


Alternatives ($)


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







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







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 was 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 24




---



##### 



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 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). On November 21, 2007, Messrs. Rossi,
    ONeill, Kosberg, McCuistion and Holland resigned from the
    Board of Directors, and any unvested options held by them as of
    that date were terminated. As of March 28, 2008, these
    former directors had the following outstanding option awards:
    Mr. Rossi (22,000), Mr. ONeill (82,000),
    Mr. Kosberg (22,000), Mr. McCuistion (22,000) and
    Mr. Holland (None).    Original Option

Original Number of

Original Grant DateDirector

Option Number

Grant Date

Shares Granted

Fair Value($)Frank A. Rossi


1757



8/11/03



20,000
(a)


309,0681897



7/30/04



5,000
(a)


89,4432861



9/13/05



7,500
(a)


96,446Joseph P. ONeill


852



7/3/01



60,000
(b)


855,9981754



8/11/03



20,000
(a)


309,0681896



7/30/04



5,000
(a)


89,4432854



9/13/05



7,500
(a)


96,446J. Livingston Kosberg


1767



10/28/03



20,000
(c)


334,7531894



7/30/04



5,000
(c)


89,4432844



9/13/05



7,500
(a)


96,446Dennis McCuistion


1766



10/28/03



20,000
(c)


334,7531895



7/30/04



5,000
(c)


89,4432851



9/13/05



7,500
(a)


96,446Robert B. Holland, III


3473



1/24/07



40,000
(c)


521,498   ­
    ­
  (a)
    
    These options when granted were subject to vesting and become
    exercisable as follows: on each anniversary date of the grant,
    commencing with the first such anniversary date and continuing
    on each such anniversary thereafter through and including the
    fifth anniversary of the date of the grant, 20% of such options
    shall vest and become exercisable. Any unvested options held on
    November 21, 2007 were terminated.

(b)
    
    This option was fully vested and exercisable as of June 30,
    2007.

(c)
    
    These options when granted were subject to vesting and become
    exercisable as follows: on the third anniversary date of the
    grant, 60% of such options will vest and become exercisable; and
    on each of the fourth and fifth anniversary dates of the grant,
    20% of such options will vest and become exercisable. Any
    unvested options held on November 21, 2007 were terminated.   25




---



##### 



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(b
)   ­
    ­
  (a)
    
    Effective July 1, 2007, the lead independent director fee
    was increased to $25,000 for fiscal year 2008.

(b)
    
    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.   26




---



##### 



PART IV  ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES  (a)
    
    The following documents have been filed as part of this report.        Rule 13a-14(a)
  Rule 13a-14(a)
  Rule 13a-14(b) Regulation S-K,
  Rule 13a-14(b) Regulation S-K,
     27




---



##### 



SIGNATURES
      By:
    /s/  Kevin
    Kyser        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(Robert
    Druskin)

Director/s/  Kurt
    R. Krauss(Kurt
    R. Krauss)

Director(Ted
    B. Miller Jr.)

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

Director/s/  Frank
    Varasano(Frank
    Varasano)

Director  28




---



##### 



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 March 19, 2008 (filed as Exhibit 3.1 to our
    Current Report on
    Form 8-K,
    filed March 21, 2008 and incorporated by reference herein).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 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
.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).4
.10

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,
    filed June 13, 2007 and incorporated herein by reference). 29




---



##### 



ExhibitNumber

Exhibit Name9
.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

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 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
.14

Employment Agreement, as amended December 7, 2007, 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
.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). 30




---



##### 



ExhibitNumber

Exhibit Name10
.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 28, 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). 31




---



##### 



ExhibitNumber

Exhibit Name10
.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 and 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).10
.46

Form of Resignation Agreement by and among the Company, Darwin
    Deason, Lynn R. Blodgett, John H. Rexford and certain members of
    the Affiliated Computer Services, Inc. Board of Directors (filed
    as Exhibit 10.1 to our current report on
    Form 8-K,
    filed November 21, 2007 and incorporated herein by
    reference).10
.47

Executive Employment Agreement by and between Affiliated
    Computer Services, Inc. and Lynn R. Blodgett (filed as
    Exhibit 99.1 to our current report on
    Form 8-K,
    filed January 10, 2008 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 April 11, 2008.31
.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 April 11, 2008.32
.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 April 11,
    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 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 April 11,
    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 compensatory plan or arrangement. 32