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EXHIBIT 4.3




CERTIFICATE OF ELIMINATION OF THE SERIES A

CUMULATIVE REDEEMABLE PREFERRED STOCK OF

AFFILIATED COMPUTER SERVICES, INC.




Pursuant to Section 151(g)

of the General Corporation Law

of the State of Delaware




     Affiliated Computer Services, Inc., a corporation organized and existing under the laws of the
State of Delaware (the “Company”), in accordance with the provisions of Section 151(g) of the
General Corporation Law of the State of Delaware, hereby certifies as follows:



     1. That, pursuant to Section 151 of the General Corporation Law of the State of Delaware and
authority granted in the Second Amended and Restated Certificate of Incorporation of the Company,
as theretofore amended, the Board of Directors of the Company, by resolution duly adopted,
authorized the issuance of a series of 1,000 shares of Series A Cumulative Redeemable Preferred
Stock, par value $1.00 per share (the “Preferred Stock”), and established the voting powers,
designations, preferences and relative, participating and other rights, and the qualifications,
limitations or restrictions thereof, and, on June 30, 1994, filed a Certificate of Designation with
respect to such Preferred Stock in the office of the Secretary of State of the State of Delaware.



     2. That no shares of said Preferred Stock are outstanding and no shares thereof will be issued
subject to said Certificate of Designation.



     3. That the Board of Directors of the Company has adopted the following resolutions:




     WHEREAS, by a Certificate of Designation (the “Certificate of
Designation”) filed in the office of the Secretary of State of the
State of Delaware on June 30, 1994, this Company authorized the
issuance of a series of 1,000 shares of Preferred Stock, par value
$1.00 per share, of the Company (the “Old Preferred Stock”) and
established the voting powers, designations, preferences and
relative, participating and other rights, and the qualifications,
limitations or restrictions thereof; and




     WHEREAS, all 1,000 shares of such Old Preferred Stock were
issued by the Company in 1994 and reacquired by the Company prior to
the date hereof; and




     WHEREAS, as of the date hereof no shares of such Old Preferred
Stock are outstanding and no shares of such Old



 









 






Preferred Stock will
be issued subject to said Certificate of Designation; and




     WHEREAS, it is desirable that all matters set forth in the
Certificate of Designation with respect to such Preferred Stock be
eliminated from the Second Amended and Restated Certificate of
Incorporation, as heretofore amended, of the Company;




     NOW, THEREFORE, BE IT AND IT HEREBY IS:




     RESOLVED, that all matters set forth in the Certificate of
Designation with respect to such Preferred Stock be eliminated from
the Second Amended and Restated Certificate of Incorporation, as
heretofore amended, of the Company; and it is further




     RESOLVED, that the Appropriate Officers be, and hereby are,
authorized and directed to file a Certificate with the office of the
Secretary of State of the State of Delaware setting forth a copy of
these resolutions whereupon all matters set forth in the Certificate
of Designation with respect to such Old Preferred Stock shall be
eliminated from the Second Amended and Restated Certificate of
Incorporation, as heretofore amended, of the Company.




     RESOLVED, that the Board of Directors has determined that it is
advisable and in the best interests of the Company to file the
Certificate of Correction to Certificate of Amendment to the Amended
and Restated Certificate of Incorporation, in the form attached
hereto as Exhibit A (the “Amendment”); and further




     RESOLVED, that the Appropriate Officers be and each of them
hereby is authorized, directed and empowered, for and on behalf of
the Company, to execute, acknowledge, attest, record and file with
the Secretary of State of the State of Delaware the Amendment in
accordance with General Corporation Law of Delaware and to take all
other actions that such officers deem necessary to effectuate the
Amendment; and further



     4. That, accordingly, all matters set forth in the Certificate of Designation with respect to
such Preferred Stock be, and hereby are, eliminated from the Second Amended and Restated
Certificate of Incorporation, as heretofore amended, of the Company.



 









 





     IN WITNESS WHEREOF, Affiliated Computer Services, Inc. has caused this Certificate to be
signed by its duly authorized officer, as of this 30th day of August, 2001.



	 	 	 	 	 
	 	AFFILIATED COMPUTER SERVICES, INC.

 	 
	 	By:  	/s/ William L. Deckelman, Jr.	 
	 	 	Name:  	William L. Deckelman, Jr. 	 
	 	 	Office: Executive Vice President