CHANGE OF CONTROL AGREEMENT

Exhibit 10.2

CHANGE OF CONTROL AGREEMENT

     This Change of Control Agreement (this “Agreement”) is made and effective as of the last date signified on the signature page hereto by and between Affiliated Computer Services, Inc. (the “Company”) and John Rexford, Executive Vice President — Corporate Development, of the Company (the “Executive”). This Agreement replaces and supersedes that certain severance agreement between the Company and the Executive, dated February 2, 2005, as the same may have been amended from time to time.

     The Company has determined that both the Executive’s performance and the Company’s ability to retain the Executive as an employee will be significantly enhanced if the Executive is provided with fair and reasonable protection from a Change of Control of the Company. Accordingly, the Company and the Executive agree as follows:

     1.  Defined Terms . Unless otherwise indicated, capitalized terms used in this Agreement shall have the meanings set forth herein or in Schedule A .

     2.  Effective Date; Term . This Agreement shall be effective on the effective date hereof and shall remain in effect until (a) the Company terminates this Agreement by giving the Executive at least one (1) year advance written notice of termination or (b) the effective date of any termination of the Executive’s employment with the Company, whether voluntary, involuntary, or for Cause, and regardless of the reason for such termination. Notwithstanding the foregoing, this Agreement shall, if in effect on the date of a Change of Control, remain in effect for such time following a Change of Control as may be necessary to give effect to the terms of the Agreement.

     3.  Change of Control Benefits . Upon a Change of Control, the Executive shall be entitled to the benefits provided herein.

     (a) Change of Control Payments . Within two (2) business days after a Change of Control occurring in the periods indicated below, the Company shall pay the Executive a lump sum amount, in cash, equal to:

(i)

for a Change of Control occurring during the fiscal year ending June 30, 2007:

(A)

three (3) times the sum of:

	(1)		the Executive’s per annum base salary in effect on the date of the Change of Control (“Base Salary”), and
	(2)		the Executive’s Average Commission Payment; and

(B)

$750,000 multiplied by a fraction, the numerator of which shall be the number of days the Executive was employed

between the period from December 1, 2006 and June 30, 2007 and the denominator of which shall be 212.

(ii)

for a Change of Control occurring during the fiscal year ending June 30, 2008:

(A)

three (3) times the sum of:

	(1)		the Executive’s per annum base salary in effect on the date of the Change of Control (“Base Salary”), and
	(2)		the sum of (y) the amount paid to the Executive under his commission arrangement with the Company during the period from December 1, 2006 thru June 30, 2007, plus (z) the bonus that the Executive earned under the Company’s Special Executive FY07 Bonus Plan; provided that such sum shall not exceed $750,000; and

(B)

the Executive’s target bonus for the current fiscal year multiplied by a fraction, the numerator of which shall be the number of days the Executive was employed by the Company in the fiscal year in which the Change of Control occurs and the denominator of which shall be 365.

(iii)

for a Change of Control occurring after the fiscal year ending June 30, 2008:

(A)

three (3) times the sum of:

	(1)		the Executive’s per annum base salary in effect on the date of the Change of Control (“Base Salary”), and
	(2)		the Executive’s bonus for the immediately preceding fiscal year; and

(B)

the Executive’s target bonus for the current fiscal year multiplied by a fraction, the numerator of which shall be the number of days the Executive was employed by the Company in the fiscal year in which the Change of Control occurs and the denominator of which shall be 365.

     (b) Continued Benefits . Until the earlier of the third anniversary of the termination of the Executive’s employment with the Company after a Change of Control or the date on which the Executive becomes employed by a new employer, the Company shall, at its expense, provide the Executive with medical, dental, life insurance, disability

and accidental death and dismemberment benefits (“Insurance Benefits”) at the highest level provided to the Executive immediately prior to the Change of Control, provided , however , that if the Executive becomes employed by a new employer which maintains Insurance Benefits that either (i) do not cover the Executive with respect to a pre-existing condition which was covered under the Company’s Insurance Benefits, or (ii) do not cover the Executive for a designated waiting period, the Executive’s coverage under the Company’s Insurance Benefits shall continue, without limitation, until the earlier of the end of the applicable period of noncoverage under the new employer’s Insurance Benefits or the third anniversary of the Change of Control.

     (c) Payment of Accrued But Unpaid Amounts . Within two (2) business days after a Change of Control or such other timeframe as required by applicable law, rule or regulation, the Company shall pay the Executive (i) any unpaid portion of compensation previously earned by the Executive; and (ii) all compensation previously deferred by the Executive but not yet paid.

     (d) Post-Retirement Welfare Benefits . For purposes of determining the Executive’s eligibility for post-retirement benefits under any welfare benefit plan (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) maintained by the Company immediately prior to the Change of Control and in which the Executive then participated, the Executive shall be credited with the excess of three (3) years of participation in the applicable plan and three (3) years of age over the actual years of participation and age credited to the Executive on the date of the Change of Control. If, after taking into account the credited participation and age, the Executive would have been eligible for post-retirement benefits, the Executive shall receive, commencing on the date of the Change of Control, post-retirement benefits based on the terms and conditions of the applicable plans in effect immediately prior to the Change of Control.

     (e) Effect on Existing Plans . All Change of Control provisions applicable to the Executive and contained in any plan, program, agreement or arrangement maintained on or after the date hereof by the Company (including, but not limited to, any stock option, restricted stock or pension plan) shall remain in effect for such period after the date of a Change of Control as is necessary to carry out such provisions and provide the benefits payable thereunder, and may not be altered in a manner which adversely affects the Executive without the Executive’s prior written approval.

     (f) Outplacement Counseling . The Company shall reimburse all reasonable expenses incurred by the Executive for professional outplacement services by qualified consultants selected by the Executive for a period of 12 months following a Change of Control.

     4.  Mitigation . The Executive shall not be required to seek other employment after a Change of Control and any compensation earned from other employment shall not reduce the amounts otherwise payable under this Agreement.

     5.  Gross-up .

     (a) In the event it shall be determined that any payment, benefit or distribution (or combination thereof) by the Company, or any trust established by the Company for the benefit of its employees, to or for the benefit of the Executive (whether payable pursuant to the terms of this Agreement (a “Payment”)) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code and any interest or penalties are incurred by the Executive with respect to such excise tax (the excise tax, together with interest and penalties thereon, hereinafter collectively referred to as the “Excise Tax”), the Executive shall be entitled to receive an additional payment (a “Gross-up Payment”) in an amount such that after payment by the Executive of all taxes, including, without limitation, any income taxes and the Excise Tax imposed upon the Gross-up Payment, the Executive retains an amount of the Gross-up Payment equal to the Excise Tax imposed upon the Payments.

     (b) Subject to the provisions of Section 5(c) , all determinations required to be made under this Section 5 , including whether and when a Gross-up Payment is required and the amount of such Gross-up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized certified public accounting firm as may be designated by the Executive (the “Accounting Firm”). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-up Payment, as determined pursuant to this Section 5 , shall be paid by the Company to the Executive within five (5) days after the receipt of the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall so indicate to the Executive in writing. Any determination by the Accounting Firm shall be binding upon the Company and the Executive.

     (c) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-up Payment. Such notification shall be given no later than ten (10) business days after the Executive is informed in writing of such clai