**Exhibit 10.15****AFFILIATED COMPUTER SERVICES, INC.****EXECUTIVE BENEFIT PLAN**ARTICLE I. INTRODUCTION     1.1 *Purpose of Plan.*The purpose of this Plan is to provide certain executive benefits,including supplemental health benefits, physical examination benefits, estate planning benefits andincome tax preparation benefits to certain executive officers of the Company and its Affiliates.This Plan is a restatement of the Affiliated Computer Services, Inc. Supplemental Executive MedicalReimbursement Plan and is effective as of January 1, 2002.ARTICLE II. DEFINITIONS     2.1 *Administrator*means the Company or such other person or committee as may be appointed bythe Company to supervise the administration of the Plan.     2.2 *Affiliate*means a company or business associated with the Company by ownership, includingbut not limited to a “controlled group member” within the meaning of Section 414 of the Code, anentity that is an affiliate for purposes of the rules of the Securities Exchange Commission, ajoint venture or other entity designated as an Affiliate by the Company’s Chief Executive Officer.     2.2 *Basic Group Health Plan*means the basic health plan that is sponsored by the Company inwhich the Participant has enrolled; provided that if a Participant has not enrolled in a basichealth plan, the Basic Group Health Plan with respect to such Participant for purposes of this Planshall be the Company’s High Value Medical and Value Dental Plans as in effect from time to time orsuch other plan as may be designated by the Company’s Chief Executive Officer.     2.3 *Code*means the Internal Revenue Code of 1986, as amended from time to time. Reference toany section or subsection of the Code includes reference to any comparable or succeeding provisionsof any legislation that amends, supplements or replaces such section or subsection.     2.4 *Company*means Affiliated Computer Services, Inc., a Delaware corporation.     2.5 *Effective Date*of the Plan, as amended and restated, means January 1, 2002.     2.6 *Eligible Employee*means any person who is employed by the Company or an Affiliate as anexecutive (or any former executive officer) and who has been approved for participation in the Planby the Company’s Chief Executive Officer.     2.7 *Named Fiduciary*means the Administrator.
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     2.8 *Participant*means any Eligible Employee who participates in the Plan in accordance withArticle III.     2.9 *Plan*means the Affiliated Computer Services, Inc. Executive Benefit Plan as set forthherein, together with any and all amendments and supplements thereto.     2.10 *Plan Year*means the 12 month period beginning on January 1 and ending on December 31 ofeach calendar year.     A pronoun or adjective in the masculine gender includes the feminine gender, and the singularincludes the plural, unless the context clearly indicates otherwise.ARTICLE III. PARTICIPATION     3.1 *Commencement of Participation.*Each Eligible Employee shall commence participation in thePlan upon his or her satisfaction of the eligibility requirements of the Plan, and at thedesignation of the Company’s Chief Executive Officer.     3.2 *Cessation of Participation.*A Participant will cease to be a Participant as of the earlierof (a) the date on which the Plan terminates or (b) the date on which the Participant ceases to bean Eligible Employee. If a Participant ceases to be an Eligible Employee due to termination of theEligible Employee’s employment, the Participant may be eligible for continuation coverage of thePlan’s supplemental health benefits and physical examination benefits under the COBRA provisions ofthe Basic Group Health Plan.     3.3 *Reinstatement of Former Participant.*A former Participant will become a Participantagain if and when he or she resumes employment as an Eligible Employee, and at the designation ofthe Company’s Chief Executive Officer.ARTICLE IV. SUPPLEMENT HEALTH AND EXECUTIVE PHYSICAL BENEFITS     4.1 *Supplemental Health Benefits.*     (a) *Supplemental Reimbursement Benefits.*The benefits provided by this Section 4.1 ofthe Plan supplement the benefits available to Participants under the Basic Group HealthPlan. Accordingly, subject to the provisions of Section 4.2, the Plan shall reimburseParticipants for all expenses for health care incurred by each Participant and his or herdependents who are also covered under the Basic Group Health Plan. The Plan shall providereimbursement for expenses not reimbursed under the Basic Group Health Plan (or any othergroup benefit plan sponsored by ACS or one of its subsidiaries or other affiliates) due tothe application of deductibles, co-payments, and plan exclusions. The amount ofSupplemental Reimbursement Benefits payable to each Participant shall not exceed the amountof the actual out-of-pocket expenses for health care incurred by the Participant. No
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amount shall be eligible for reimbursement as a Supplemental Reimbursement Benefit thatis eligible for reimbursement by insurance or any source other than the Participant’spersonal resources.     (b) *Premium Benefits.*In addition to the foregoing, the Plan shall pay the entireamount of the premium otherwise due to be paid by each Eligible Employee for the coverageselected under the Basic Group Health Plan.     (c) *Taxation of Discriminatory Benefits.*Certain supplemental health benefits providedunder the Plan that are not also available under the Basic Group Health Plan may constitutediscriminatory benefits within the meaning of Code Section 105(h). Such discriminatorybenefits include premium benefits and supplemental reimbursement benefits payable due to theapplication of deductibles, co-payments and plan exclusions in the Basic Group Health Plan.In accordance with Code Section 105(h), the amount of all discriminatory benefits payableto, or on behalf of, a Participant will be treated by the Company as additional compensationincome to the Participant in the year that such discriminatory benefits are paid.     4.2 *Supplemental Reimbursement Benefits Defined.*Supplemental Reimbursement Benefits shall bepaid with respect to the following amounts:     (a) expenses for medical care (as defined in Section 213(d) of the Code), includingwithout limitation expenses for vision care (including eye glasses, contacts and laser orsimilar eye correction procedures) and dental care (including orthodontia), for theParticipant and his or her dependents who are covered under the Basic Group Health Plan: and     (b) other medical, vision and dental care expenses incurred by or on behalf of theParticipant for the Participant or any other person provided that the procedure or course oftreatment has been approved in advance and in writing by the Company’s Chief ExecutiveOfficer.     4.3 *Executive Physical Examination Benefits.*The Company shall pay the cost of one physicalexamination for each Participant each Plan Year performed by a Designated Physician or by any otherlicense physician of the Participant’s choice. A “Designated Physician” is a physician orphysician group designated by the Company’s Chief Executive Officer. The Company’s Chief ExecutiveOfficer may specify a maximum annual amount to be paid directly by this Plan for the physicalexamination for any Participant and, in the absence of the establishment of any such specifiedamount, the maximum annual amount that will be reimbursed by the Plan for a physical examinationshall be one thousand dollars ($1,000).The physician performing the physical examination, whether or not a Designated Physician, shallfirst file a claim for the costs of the physical examination with the Basic Group Health Plan. Ifa Designated Physician performs the physical examination, any amount not reimbursed by the BasicGroup Health Plan shall be billed to the Company directly by the Designated Physician and theCompany shall pay the Designated Physician directly for such costs. If the Designated Physician
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determines that the amount that will be billed directly to the Company (after payment by the BasicGroup Health Plan) will or may exceed this maximum amount, the Designated Physician shall notifythe affected Participant in advance of the estimated amount that will not be paid by the Companyand the affected Participant shall be responsible for payment of such amount directly to theDesignated Physician. If the physician performing the physical examination is not a DesignatedPhysician, any amount not reimbursed by the Basic Group Health Plan shall be paid to the DesignatedPhysician by the Participant and submitted by the Participant to the Company for reimbursement upto the maximum annual amount.Notwithstanding anything to the contained herein, the Designated Physician shall not release anindividual Participant’s examination results to the Company or any employee of the Company. It isthe intention of the Company that the physical examination benefits not be taxable to theParticipant, however, this result cannot be guaranteed. If such benefits are determined by theCompany to be taxable to the Participant, the Company may deduct applicable income and employmenttaxes from other compensation paid to the Participant and otherwise treat such amounts asadditional compensation to the Participant.ARTICLE V. ESTATE PLANNING AND INCOME TAX PREPARATION BENEFITS     5.1 *Estate Planning Benefits.*The Company shall pay the cost of estate planning servicesprovided to a Participant by an attorney or a law firm designated by the Company’s Chief ExecutiveOfficer (“Designated Estate Planner”). The Company’s Chief Executive Officer may designate one ormore Designated Estate Planners and may redesignate such Designated Estate Planners from time totime in his sole discretion. The Designated Estate Planner shall bill the Company directly forthe cost of the estate planning services and the Company shall pay the Designated Estate Plannerdirectly for such costs. The Company’s Chief Executive Officer may specify a maximum annual amountto be paid directly by this Plan for estate planning services for any Participant and shall notifythe Designated Estate Planner of such amount prior to the beginning of the Plan Year. In theabsence of a specified maximum annual amount, the costs of estate planning services shall not besubject to an annual maximum. If the Company’s Chief Executive Officer has specified an annualmaximum amount and the Designated Estate Planner determines that the cost for the estate planningservices to be provided for that Plan Year will or may exceed this maximum amount, the DesignatedEstate Planner shall notify the affected Participant in advance of the estimated amount that willnot be paid by the Company and the affected Participant shall be responsible for payment of suchamount. No amount shall be payable by the Company for estate planning services provided to aParticipant other than by a Designated Estate Planner.Notwithstanding anything to the contrary contained herein, the Designated Estate Planner shall notrelease to the Company any specific information regarding an individual Participant’s estate planto the Company or any employee of the Company. It is the Company’s expectation that, in accordancewith IRS rules, estate planning benefits provided under the Plan will be taxable compensation tothe Participants. To the extent that such benefits are determined by the Company to be taxable tothe Participant, the Company may deduct applicable income and employment taxes from othercompensation paid to the Participant and otherwise treat such amounts as additional compensation tothe Participant.
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     5.2 *Income Tax Preparation Benefits.*The Company shall pay the cost of income tax preparationservices provided to a Participant by a CPA, accounting firm, law firm or similar tax preparerselected by the Participant up to a maximum amount of $1,000 per Plan Year (or such other amount asmay be specified by the Company’s Chief Executive Officer from time to time in his solediscretion). The Participant shall pay the service provider for the cost of the income taxpreparation work and submit the provider’s bill to the Company for reimbursement up to the maximumamount.It is the Company’s expectation that, in accordance with IRS rules, income tax preparation benefitsprovided under the Plan will be taxable compensation to the Participants. To the extent that suchbenefits are determined by the Company to be taxable to the Participant, the Company may deductapplicable income and employment taxes from other compensation paid to the Participant andotherwise treat such amounts as additional compensation to the Participant.ARTICLE VI. SOURCE OF FUNDING     6.1 *Company.*All benefits provided under the Plan shall be funded through a trust or throughthe general assets of the Company.     6.2 *Eligible Employees.*Contributions to the Plan by Eligible Employees shall neither berequired nor permitted.ARTICLE VII. ADMINISTRATION OF THE PLAN     7.1 *Plan Administrator.*The administration of the Plan shall be under the supervision of theAdministrator. It shall be a principal duty of the Administrator to see that the Plan is carriedout, in accordance with its terms, for the exclusive benefit of persons entitled to participate inthe Plan without discrimination among them. The Administrator (or its designees as it related tofunctions designated by the Administrator) will have full power to administer the Plan in all ofits details, subject to applicable requirements of law. For this purpose, the Administrator’spowers will include, but will not be limited to, the following authority, in addition to all otherpowers provided by the Plan:     (a) To make and enforce such rules and regulations as it deems necessary or proper forthe efficient administration of the Plan, including the establishment of any claimsprocedures that may be required by applicable provisions of law;     (b) To interpret the Plan;     (c) To decide all questions concerning the Plan, including without limitation questionsrelated to the eligibility of any person to participate in the Plan;
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     (d) To appoint such agents, counsel, accountants, consultants and other persons as maybe required to assist in administering the Plan; and     (e) To allocate and delegate its responsibilities under the Plan and to designate otherpersons to carry out any of its responsibilities under the Plan, and such allocations,delegation or designation to be in writing.     The decisions, interpretations, determinations and all other actions of the Administratorshall be made within his, her or its sole discretion and shall be reviewable, if at all, only foran abuse of the Administrator’s discretion under the arbitrary and capricious standard of review.     7.2 *Examination of Records.*The Administrator will make available to each Participant such ofhis records under the Plan as pertain to him, for examination at reasonable times during normalbusiness hours.     7.3 *Reliance on Tables, etc.*In administering the Plan, the Administrator will be entitled tothe extent permitted by law to rely conclusively on all tables, valuations, certificates, opinionsand reports which are furnished by, or in accordance with the instructions of, accountants, counselor other experts employed or engaged by the Administrator.     7.4 *Nondiscriminatory Exercise of Authority.*Whenever, in the administration of the Plan, anydiscretionary action by the Administrator is required, the Administrator shall exercise itsauthority in a nondiscriminatory manner so that all Participants similarly situated will receivesubstantially the same treatment.     7.5 *Indemnification of Administrator.*The Company agrees to indemnify and to defend to thefullest extent permitted by law any employee of the Company serving as the Administrator or as amember of a committee designated as Administrator (including any employee or former employee whoformerly served as Administrator or as a member of such committee or any other person who is anemployee of the Company or one of its subsidiaries or other affiliates who has been delegated anyduties or responsibilities hereunder) against all liabilities, damages, costs and expenses(including attorneys’ fees and amounts paid in settlement of any claims approved by the Company)occasioned by any act or omission to act in connection with the Plan, if such act or omission wasin good faith.ARTICLE VIII. AMENDMENT AND TERMINATION OF PLAN     8.1 *Approval by the Company.*The Company, acting by and through its Chief Executive Officer,may amend or terminate the Plan at any time and for any reason. In addition, the Company’s SeniorVice President-Human Resources, after consultation with and approval from the Company’s ChiefExecutive Officer, may authorize and approve such amendments to the Plan as do not have a materialadverse effect on the financial position of the Company. Any amendment to the Plan shall be inwriting and shall be signed by a duly authorized executive officer of the Company.
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ARTICLE IX. CLAIMS FOR BENEFITS     9.1 *Submission of Claim.*Any claim for benefits under Section 4.1(a) or Section 4.3 shall beinitially filed with the Claims Administrator of the Basic Group Health Plan who shall first paybenefits to which the Participant is entitled under the Basic Group Health Plan and, in the case ofbenefits under Section 4.1(a), shall then forward the claim to the Administrator of this Plan forpayment of any amounts not reimbursed under the Basic Group Health Plan. All other claims forbenefits shall be filed with the Administrator. No claim for benefits shall be valid under thePlan unless filed in writing with the Administrator within one (1) year after the date of theinception of the claim.     9.2 *Notice of Denial.*If an Eligible Employee’s claim for benefits under the Plan is denied,the Administrator shall provide notice to the Eligible Employee in writing of the denial within 90days after its submission. This notice shall be written in a manner calculated to be understood bythe claimant and shall include:     (a) The specific reason or reasons for the denial;     (b) Specific references to the pertinent Plan provisions on which the denial based;     (c) A description of any additional material or information necessary for the claimantto perfect the claim and an explanation of why such material or information is necessary;and     (d) An explanation of the Plan’s claims review procedures.     If special circumstances require an extension of time for processing the initial claim, awritten notice of the extension and the reason therefore shall be furnished to the claimant beforethe end of the initial 90 day period. In no event shall such extension exceed 90 days.     9.3 *Appeal of Claim Denial.*If a claim for benefits is denied or if the claimant has had noresponse to such claim within 90 days of its submission (in which case the claim for benefits shallbe deemed to have been denied), the claimant, at the claimant’s sole expense, may appeal the denialto the Company within 60 days from the date such claim is deemed to be denied. In pursuing suchappeal, the claimant or his duly authorized representative:     (a) may request in writing that the Company review the denial;     (b) may review pertinent documents; and     (c) may submit issues and comments in writing.
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     The decision on review shall be made within 60 days of receipt of the request for review,unless special circumstances require an extension of the time for processing, in which a decisionshall be rendered as soon as possible, but not later than 120 days after receipt of the request forreview. If such an extension of time is required, written notice of the extension shall befurnished to the claimant before the end of the original 60 day period. The decision on reviewshall be made in writing, shall be written in a manner calculated to be understood by the claimant,and shall include specific references to the provisions of the Plan on which the denial is based.If the decision on review is not furnished within the time specified above, the claim shall bedeemed denied on review.     9.4 *Exhaustion Required.*A Participant must pursue and exhaust all administrative remedies setforth in this Article IX as a condition to pursuing any litigation against the Company, theAdministrator or the Plan for any benefits denied under the terms of the Plan. No action at law orin equity may be brought for recovery under this Plan after one (1) year from the date writtenproof of a claim is required to be furnished.ARTICLE X. MISCELLANEOUS PROVIONS     10.1 *Information to be Furnished.*Participants shall provide the Company and Administratorwith such information and evidence, and shall sign such documents, as may reasonably be requestedfrom time to time for the purpose of administering the Plan.     10.2 *Limitation of Rights.*Neither the establishment of the Plan nor any amendment thereof,nor the payment of any benefits, will be construed as giving to any Participant or other person anylegal or equitable right against the Company (or an Affiliate) or Administrator, except as providedherein.     10.3 *Plan Not Contract.*The Plan shall not be deemed to be a contract between the Company (oran Affiliate) and any Eligible Employee or to be a consideration or an inducement for theemployment of any Eligible Employee. No Eligible Employee in the Plan shall acquire any right tobe retained in the Company’s (or an Affiliate’s) employ by virtue of the Plan, nor, upon hisdismissal or upon his voluntary termination of employment, shall he have any right or interest inthe Plan other than as specifically provided here.     **10.4*****Governing Law.*****The Plan shall be construed, administered and enforced in accordance withthe laws of the State of Texas except to the extent preempted by Federal law. Exclusivejurisdiction and venue of all disputes arising out of or relating to this Plan shall be in anycourt of appropriate jurisdiction in Dallas County, Texas.**     10.5 *Incorporation by Reference.*Provisions in the Basic Group Health Plan relating tosubrogation, coordination of benefits and other similar provisions, together with provisions in theBasic Group Health Plan relating to Federal statutory requirements (such as COBRA, HIPAA), areherby incorporated into this Plan by this reference as if fully set forth herein except to theextent such incorporated provisions conflict with the express written provisions of this Plan.
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     IN WITNESS WHEREOF, the Company has caused this instrument to be executed by the undersignedacting at the direction of the Company’s Chief Executive Officer effective as of the 1stday of January, 2002.       **AFFILIATED COMPUTER SERVICES, INC.**       By:              Title:       
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**Second Amendment to the**