EXHIBIT 4.5 ACS SAVINGS PLAN

EXHIBIT 4.5

ACS SAVINGS PLAN

(Amended and Restated effective July 1, 2004)

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PREAMBLE

     The ACS Savings Plan, formerly the Affiliated Computer Services, Inc. Savings Plan, originally effective as of January 1, 1989, is hereby amended and restated in its entirety, as of July 1, 2004, except as otherwise provided. The Plan, as amended and restated hereby, is intended to qualify as a profit sharing plan under Section 401(a) of the Code, and includes a cash or deferred arrangement that is intended to qualify under Section 401(k) of the Code. The Plan is maintained for the benefit of eligible employees and their beneficiaries.

     Notwithstanding any other provision of the Plan to the contrary, a Participant’s vested interest in his Participant Account under the Plan on and after the effective date of this amendment and restatement shall be not less than his vested interest in his account on the day immediately preceding the effective date.

     Since the last amendment and restatement of the Plan effective July 1, 2001, the following plans have merged into and become a part of this Plan:

     ACS Government Systems Savings Plan for Former Employees of SCT

     Birch & Davis Profit Sharing Plan

     Computer Systems Development, Inc. 401(k) Plan

     Pace Group, Inc. 401(k) Plan

     State Healthcare, LLC Profit Sharing and 401(k) Plan f/k/a Consultec, Inc. Profit Sharing and 401(k) Plan

     Peter Martin Associates, Inc. 401(k) Plan

     CyberRep, Inc. 401(k) Plan

     Excel Alternatives, Inc. 401(k) Plan

     Concera Corporation Tax Sheltered Retirement Plan

     ACS Business Process Solutions Savings Plan

     ACS Shared Services Savings Plan

     Outsourced Administrative Systems, Inc. 401(k) Plan

     Unclaimed Property Recovery & Reporting, Inc. 401(k) Plan

     Each such plan and those plans merged into the Plan prior to July 1, 2001 shall be referred to as a “Predecessor Plan” for purposes of this Plan.

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ARTICLE I
DEFINITIONS

     1.1 “ACS Stock Fund” means the fund relating to the Plan consisting primarily of Affiliated Computer Services, Inc. Class A common stock, par value $0.01 per share.

     1.2 “Act” means the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

     1.3 “Administrator” means the Employer unless another person or entity has been designated by the Employer pursuant to Section 2.2 to administer the Plan on behalf of the Employer.

     1.4 “Affiliated Employer” means any corporation which is a member of a controlled group of corporations (as defined in Code Section 414(b)) which includes the Employer; any trade or business (whether or not incorporated) which is under common control (as defined in Code Section 414(c)) with the Employer; any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Code Section 414(m)) which includes the Employer; and any other entity required to be aggregated with the Employer pursuant to Regulations under Code Section 414(o).

     1.5 “Aggregate Account” means, with respect to each Participant, the value of all accounts maintained on behalf of a Participant, whether attributable to Employer or Employee contributions, subject to the provisions of Section 7.2.

     1.6 “Anniversary Date” means December 31st.

     1.7 “Annuity Starting Date” means, with respect to any Participant, the first day of the first period for which an amount is paid as an annuity or any other form.

     1.8 “Beneficiary” means the person to whom the share of a deceased Participant’s total account is payable, subject to the restrictions of Sections 5.2 and 5.6.

     1.9 “Catch-Up Contribution” means an additional Pre-Tax Contribution permitted to be made by a Participant who has attained or will attain the age of 50 by the end of the Plan Year.

     1.10 “Code” means the Internal Revenue Code of 1986, as amended or replaced from time to time.

     1.11 “Compensation” with respect to any Participant means such Participant’s wages as defined in Code Section 3401(a) and all other payments of compensation by the Employer (in the course of the Employer’s trade or business) for a Plan Year for which the Employer is required to furnish the Participant a written statement under Code Sections 6041(d), 6051(a)(3) and 6052. Compensation must be determined without regard to any rules under Code Section 3401(a) that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Code Section 3401(a)(2)).

          For purposes of this Section, the determination of Compensation shall be made by:

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     (a) excluding bonuses (except in the case of employees employed by ACS Defense, LLC, ACS Enterprise Solutions, Inc., ACS Government Systems, Inc. and ACS State Healthcare, LLC),

     (b) including amounts which are contributed by the Employer pursuant to a Pre-Tax Contribution election and which are not includible in the gross income of the Participant under Code Sections 125, 402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee contributions described in Code Section 414(h)(2) that are treated as Employer contributions, and for Plan Years beginning on and after January 1, 2001 amounts otherwise excluded from income pursuant to Code Section 132(f)(4).

          For a Participant’s initial year of participation, Compensation shall be recognized for the entire Plan Year.

Compensation in excess of $200,000 shall be disregarded. Such amount shall be adjusted for increases in the cost of living in accordance with Code Section 401(a)(17), except that the dollar increase in effect on January 1 of any calendar year shall be effective for the Plan Year beginning with or within such calendar year. For any short Plan Year the Compensation limit shall be an amount equal to the Compensation limit for the calendar year in which the Plan Year begins multiplied by the ratio obtained by dividing the number of full months in the short Plan Year by twelve (12).

          For purposes of this Section, if the Plan is a plan described in Code Section 413(c) or 414(f) (a plan maintained by more than one Employer), the limitation applies separately with respect to the Compensation of any Participant from each Employer maintaining the Plan.

          If, in connection with the adoption of this amendment and restatement, the definition of Compensation has been modified, then, for Plan Years prior to the Plan Year which includes the adoption date of this amendment and restatement, Compensation means compensation determined pursuant to the Plan then in effect.

          The definition of “Compensation” may differ between Participating Employers. See the Appendix for the definition of “Compensation” pertaining to each respective “Participating Employer.”

     1.12 “Contract” or “Policy” means any life insurance policy, retirement income or annuity policy or annuity contract (group or individual) issued pursuant to the terms of the Plan.

     1.13 “Designated Investment Alternative” means a specific investment identified by name by a Fiduciary as an available investment under the Plan which may be acquired or disposed of by the Trustee pursuant to the investment direction by a Participant.

     1.14 “Directed Investment Option” means one or more of the following:

     (a) a Designated Investment Alternative,

     (b) any other investment permitted by the Plan and acquired or disposed of by the Trustee pursuant to the investment direction of a Participant.

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     1.15 “Early Retirement Date” means the first day of the month (prior to the Normal Retirement Date) coinciding with or following the date on which a Participant or Former Participant attains age 55, and has completed at least 10 Years of Service with the Employer (Early Retirement Age). A Participant shall become fully Vested upon satisfying this requirement if still employed at his Early Retirement Age.

          A Former Participant who terminates employment after satisfying the service requirement for Early Retirement and who thereafter reaches the age requirement contained herein shall be entitled to receive his benefits under this Plan.

     1.16 “Elective Contribution” means the Employer contributions to the Plan made pursuant to Section 4.2 excluding any such amounts distributed as excess “annual additions” pursuant to Section 4.10(a). In addition, any Employer Qualified Non-Elective Contribution made pursuant to Section 4.6(b) which is used to satisfy the “Actual Deferral Percentage” tests shall be considered an Elective Contribution for purposes of the Plan. Any contributions deemed to be Elective Contributions (whether or not used to satisfy the “Actual Deferral Percentage” tests) shall be subject to the requirements of Sections 4.2(b) and 4.2(c) and shall further be required to satisfy the nondiscrimination requirements of Regulation 1.401(k)-1(b)(5), the provisions of which are specifically incorporated herein by reference.

     1.17 “Eligible Employee” means any Employee, but excluding:

     (a) Leased Employees within the meaning of Code Sections 414(n)(2) and 414(o)(2);

     (b) Employees whose employment is governed by the terms of a collective bargaining agreement between Employee representatives (within the meaning of Code Section 7701(a)(46)) and the Employer under which retirement benefits were the subject of good faith bargaining between the parties unless such agreement expressly provides for coverage in this Plan; and

     (c) Employees who are nonresident aliens (within the meaning of Code Section 7701(b)(1)(B)) and who receive no earned income (within the meaning of Code Section 911(d)(2)) from the Employer which constitutes income from sources within the United States (within the meaning of Code Section 861(a)(3)).

          Employees of Affiliated Employers shall not be eligible to participate in this Plan unless such Affiliated Employers have specifically been designated as Participating Employers.

     1.18 “Employee” means any person who is employed by the Employer or Affiliated Employer. Employee shall include Leased Employees within the meaning of Code Sections 414(n)(2) and 414(o)(2) unless such Leased Employees are covered by a plan described in Code Section 414(n)(5) and such Leased Employees do not constitute more than 20% of the recipient’s non-highly compensated work force.

     1.19 “Employer” means Affiliated Computer Services, Inc., any successor which shall maintain this Plan and any predecessor which has maintained this Plan. The Employer is a corporation, with principal offices in the State of Texas. In addition, where appropriate, the term

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“Employer” shall include any “Participating Employer” (as discussed in Article 9) which shall adopt this Plan. As of the Effective Date, the Participating Employers designated to participate hereunder are identified in Exhibit A which Exhibit A may be amended from time to time by the Employer’s Senior Vice-President of Human Resources.

     1.20 “Employer Contribution” means the Employer contributions to the Plan excluding, however, contributions made pursuant to the Participant’s deferral election provided for in Section 4.2 and any Qualified Non-Elective Contribution used in the “Actual Deferral Percentage” tests.

     1.21 “Employer Contribution Account” means the account established and maintained by the Administrator for each Participant with respect to his total interest in the Plan and Trust resulting from Employer Contributions.

          A separate accounting shall be maintained with respect to that portion of the Employer Contribution Account attributable to Employer matching contributions made pursuant to Section 4.1(b), Employer discretionary contributions made pursuant to Section 4.1(c) and any Employer Qualified Non-Elective Contributions.

     1.22 “Excess Aggregate Contributions” means, with respect to any Plan Year, the excess of the aggregate amount of the Employer matching contributions made pursuant to Section 4.1(b) and any qualified non-elective contributions or elective deferrals taken into account pursuant to Section 4.7(c) on behalf of Highly Compensated Participants for such Plan Year, over the maximum amount of such contributions permitted under the limitations of Section 4.7(a) (determined by reducing contributions made on behalf of Highly Compensated Participants in order of the actual contribution ratios beginning with the highest of such ratios).

     1.23 “Excess Contributions” means, with respect to a Plan Year, the excess of Elective Contributions used to satisfy the “Actual Deferral Percentage” tests made on behalf of Highly Compensated Participants for the Plan Year over the maximum amount of such contributions permitted under Section 4.5(a) (determined by reducing contributions made on behalf of Highly Compensated Participants in order of the actual deferral ratios beginning with the highest of such ratios). Excess Contributions shall be treated as an “annual addition” pursuant to Section 4.9(b).

     1.24 “Excess Pre-Tax Contribution” means, with respect to any taxable year of a Participant, the excess of the aggregate amount of such Participant’s Pre-Tax Contributions and the elective deferrals pursuant to Section 4.2(f) actually made on behalf of such Participant for such taxable year, over the dollar limitation provided for in Code Section 402(g), which is incorporated herein by reference. Excess Pre-Tax Contributions shall be treated as an “annual addition” pursuant to Section 4.9(b) when contributed to the Plan unless distributed to the affected Participant not later than the first April 15th following the close of the Participant’s taxable year. Additionally, for purposes of Sections 7.2 and 4.4(f), Excess Pre-Tax Contributions shall continue to be treated as Employer contributions even if distributed pursuant to Section 4.2(f). However, Excess Pre-Tax Contributions of Non-Highly Compensated Participants are not taken into account for purposes of Section 4.5(a) to the extent such Excess Pre-Tax Contributions occur pursuant to Section 4.2(d).

     1.25 “Fiduciary” means any person who (a) exercises any discretionary authority or discretionary control respecting management of the Plan or exercises any authority or control

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respecting management or disposition of its assets, (b) renders investment advice for a fee or other compensation, direct or indirect, with respect to any monies or other property of the Plan or has any authority or responsibility to do so, or (c) has any discretionary authority or discretionary responsibility in the administration of the Plan, including, but not limited to, the Trustee, the Employer and its representative body, and the Administrator.

     1.26 “Fiscal Year” means the Employer’s accounting year of 12 months commencing on July 1st of each year and ending the following June 30th.

     1.27 “Forfeiture” means that portion of an Employer Contribution Account that is not Vested, and occurs on the earlier of:

     (a) the date of distribution of the entire Vested portion of a Terminated Participant’s Employer Contribution Account, or

     (b) the last day of the Plan Year in which the Participant incurs five (5) consecutive 1-Year Breaks in Service.

          Furthermore, for purposes of paragraph (a) above, in the case of a Terminated Participant whose Vested benefit is zero, such Terminated Participant shall be deemed to have received a distribution of his Vested benefit upon his termination of employment. Restoration of such amounts shall occur pursuant to Section 5.4(h)(2). In addition, the term Forfeiture shall also include amounts deemed to be Forfeitures pursuant to any other provision of this Plan.

     1.28 “Former Participant” means a person who has been a Participant, but who has ceased to be a Participant for any reason.

     1.29 “415 Compensation” with respect to any Participant means such Participant’s wages as defined in Code Section 3401(a) and all other payments of compensation by the Employer (in the course of the Employer’s trade or business) for a Plan Year for which the Employer is required to furnish the Participant a written statement under Code Sections 6041(d), 6051(a)(3) and 6052. “415 Compensation” must be determined without regard to any rules under Code Section 3401(a) that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Code Section 3401(a)(2)).

          For purposes of this Section, the determination of “415 Compensation” shall include any elective deferral (as defined in Code Section 402(g)(3)), and any amount which is contributed or deferred by the Employer at the election of the Participant and which is not includible in the gross income of the Participant by reason of Code Sections 125 or 457.

          If, in connection with the adoption of this amendment and restatement, the definition of “415 Compensation” has been modified, then, for Plan Years prior to the Plan Year which includes the adoption date of this amendment and restatement, “415 Compensation” means compensation determined pursuant to the Plan then in effect.

          The provisions of the second paragraph of this Section 1.29, providing that “415 Compensation” shall include elective deferrals (as described in Code Section 402(g)(3)) and amounts otherwise excluded from gross income by reason of Code Sections 125 or 457, shall apply

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with respect to all Plan Years beginning on or after January 1, 1997; and furthermore shall apply not only under this Section 1.29, but, effective as of January 1, 1997, shall apply with respect to all other Sections of the Plan that incorporate “415 Compensation” by reference. All prior restatements of the Plan, or any other plan merged into this Plan in effect on or after January 1, 1997 are deemed amended in accordance with the preceding sentence, effective as of January 1, 1997. Effective as of January 1, 2001, “415 Compensation” shall furthermore include any amount otherwise excluded from gross income pursuant to Section 132(f)(4) of the Internal Revenue Code. The preceding sentence shall apply with respect to any prior restatement of the Plan, or any other plan merged into this Plan in effect on or after January 1, 2001. The provisions of this fourth paragraph of Section 1.29 shall apply, notwithstanding the provisions of the preceding paragraph hereof, and notwithstanding any other provision in the Plan or any prior restatement that would purport to preclude the retroactive application of the amendment effected hereby.

     1.30 “414(s) Compensation” with respect to any Participant means such Participant’s “415 Compensation” paid during a Plan Year. The amount of “414(s) Compensation” with respect to any Participant shall include “414(s) Compensation” for the entire twelve (12) month period ending on the last day of such Plan Year.

          For purposes of this Section, the determination of “414(s) Compensation” shall be made by including amounts which are contributed by the Employer pursuant to a Pre-Tax Contribution election and which are not includible in the gross income of the Participant under Code Sections 125, 402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee contributions described in Code Section 414(h)(2) that are treated as Employer contributions.

          “414(s) Compensation” in excess of $200,000 shall be disregarded. Such amount shall be adjusted for increases in the cost of living in accordance with Code Section 401(a)(17), except that the dollar increase in effect on January 1 of any calendar year shall be effective for the Plan Year beginning with or within such calendar year. For any short Plan Year the “414(s) Compensation” limit shall be an amount equal to the “414(s) Compensation” limit for the calendar year in which the Plan Year begins multiplied by the ratio obtained by dividing the number of full months in the short Plan Year by twelve (12).

          If, in connection with the adoption of this amendment and restatement, the definition of “414(s) Compensation” has been modified, then, for Plan Years prior to the Plan Year which includes the adoption date of this amendment and restatement, “414(s) Compensation” means compensation determined pursuant to the Plan then in effect.

     1.31 “Highly Compensated Employee” means an Employee described in Code Section 414(q) and the Regulations thereunder, and generally means an Employee who performed services for the Employer during the “determination year” and is in one or more of the following groups:

     (a) Employees who at any time during the “determination year” or “look-back year” were “five percent owners” as defined in Section 1.36(b).

     (b) Employees who received “415 Compensation” during the “look-back year” from the Employer in excess of $80,000 (as adjusted pursuant to Code Section 414(q)(1)). In determining who are Highly Compensated Employees for any Plan Year beginning on or

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after January 1, 1997, the election described in Code Section 414(q)(1)(B)(ii) (relating to the Top Paid Group) shall not apply.

          The “determination year” shall be the Plan Year for which testing is being performed, and the “look-back year” shall be the immediately preceding twelve-month period.

          For purposes of this Section, the determination of “415 Compensation” shall be made by including amounts which are contributed by the Employer pursuant to a Pre-Tax Contribution election and which are not includible in the gross income of the Participant under Code Sections 125, 402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee contributions described in Code Section 414(h)(2) that are treated as Employer contributions. Additionally, the dollar threshold amount specified in (b) above shall be adjusted at such time and in the same manner as under Code Section 415(d), except that the base period shall be the calendar quarter ending September 30, 1996. In the case of such an adjustment, the dollar limit which shall be applied is the limit for the calendar year in which the “look-back year” begins.

          Notwithstanding anything to the contrary, the Plan is deemed amended to provide that the family aggregation rules under Code Section 414(q)(6) (as in effect on December 31, 1996), shall not apply with respect to Plan Years beginning on or after January 1, 1997. Furthermore to the extent not specified in any prior restatement of the Plan, or any other plan merged into this Plan in effect on or after January 1, 1997, such restatement is hereby deemed amended in the same respect, effective as of January 1, 1997. The definition of “Highly Compensated Employee” as contained in this Section 1.31 shall apply with respect to all Plan Years beginning on or after January 1, 1997. Such definition shall furthermore apply with respect to any prior restatement of the Plan, or any other plan merged into this Plan in effect on or after January 1, 1997, and all such prior restatements are hereby deemed amended in such respect.

     1.32 “Highly Compensated Participant” means any Highly Compensated Employee who is eligible to participate in the Plan.

     1.33 “Hour of Service” means (1) each hour for which an Employee is directly or indirectly compensated or entitled to compensation by the Employer for the performance of duties (these hours will be credited to the Employee for the computation period in which the duties are performed); (2) each hour for which an Employee is directly or indirectly compensated or entitled to compensation by the Employer (irrespective of whether the employment relationship has terminated) for reasons other than performance of duties (such as vacation, holidays, sickness, jury duty, disability, lay-off, military duty or leave of absence) during the applicable computation period (these hours will be calculated and credited pursuant to Department of Labor regulation 2530.200b-2 which is incorporated herein by reference); (3) each hour for which back pay is awarded or agreed to by the Employer without regard to mitigation of damages (these hours will be credited to the Employee for the computation period or periods to which the award or agreement pertains rather than the computation period in which the award, agreement or payment is made). The same Hours of Service shall not be credited both under (1) or (2), as the case may be, and under (3).

          Notwithstanding the above, (i) no more than 501 Hours of Service are required to be credited to an Employee on account of any single continuous period during which the Employee performs no duties (whether or not such period occurs in a single computation period); (ii) an hour

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for which an Employee is directly or indirectly paid, or entitled to payment, on account of a period during which no duties are performed is not required to be credited to the Employee if such payment is made or due under a plan maintained solely for the purpose of complying with applicable worker’s compensation, or unemployment compensation or disability insurance laws; and (iii) Hours of Service are not required to be credited for a payment which solely reimburses an Employee for medical or medically related expenses incurred by the Employee.

          For purposes of this Section, a payment shall be deemed to be made by or due from the Employer regardless of whether such payment is made by or due from the Employer directly, or indirectly through, among others, a trust fund, or insurer, to which the Employer contributes or pays premiums and regardless of whether contributions made or due to the trust fund, insurer, or other entity are for the benefit of particular Employees or are on behalf of a group of Employees in the aggregate.

          Notwithstanding the foregoing, service for salaried Participants will be determined on the basis of semi-monthly or bi-weekly payroll periods. A salaried Participant will be credited with 95 Hours of Service for each semi-monthly period or 45 Hours of Service for each weekly period in which an Employee is paid or entitled to payment for at least one Hour of Service.

          For purposes of this Section, Hours of Service will be credited for employment with other Affiliated Employers. The provisions of Department of Labor regulations 2530.200b-2(b) and (c) are incorporated herein by reference.

          For purposes of determining satisfaction of the initial eligibility service requirements for discretionary matching contributions on and after January 1, 2004, the definition of “Hour of Service” as provided under Section 3.7 shall apply.

     1.34 “Income” means the income or losses allocable to Excess Pre-Tax Contributions, Excess Contributions or Excess Aggregate Contributions which amount shall be allocated in the same manner as income or losses are allocated pursuant to Section 4.4(e).

     1.35 “Investment Manager” means an entity that (a) has the power to manage, acquire, or dispose of Plan assets and (b) acknowledges fiduciary responsibility to the Plan in writing. Such entity must be a person, firm, or corporation registered as an investment adviser under the Investment Advisers Act of 1940, a bank, or an insurance company.

     1.36 “Key Employee” means an Employee as defined in Code Section 416(i) and the Regulations thereunder. Generally, any Employee or former Employee (as well as each of his Beneficiaries) is considered a Key Employee if he, at any time during the Plan Year that contains the “Determination Date,” has been included in one of the following categories:

     (a) an officer of the Employer having an annual compensation greater than $130,000, as adjusted pursuant to Code Section 416(i)(l)(A).

     (b) a “five percent owner” of the Employer. “Five percent owner” means any person who owns (or is considered as owning within the meaning of Code Section 318) more than five percent (5%) of the outstanding stock of the Employer or stock possessing more than five percent (5%) of the total combined voting power of all stock of the Employer or, in

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the case of an unincorporated business, any person who owns more than five percent (5%) of the capital or profits interest in the Employer. In determining percentage ownership hereunder, employers that would otherwise be aggregated under Code Sections 414(b), (c), (m) and (o) shall be treated as separate employers.

     (c) a “one percent owner” of the Employer having an annual “415 Compensation” from the Employer of more than $150,000. “One percent owner” means any person who owns (or is considered as owning within the meaning of Code Section 318) more than one percent (1%) of the outstanding stock of the Employer or stock possessing more than one percent (1%) of the total combined voting power of all stock of the Employer or, in the case of an unincorporated business, any person who owns more than one percent (1%) of the capital or profits interest in the Employer. In determining percentage ownership hereunder, employers that would otherwise be aggregated under Code Sections 414(b), (c), (m) and (o) shall be treated as separate employers. However, in determining whether an individual has “415 Compensation” of more than $150,000, “415 Compensation” from each employer required to be aggregated under Code Sections 414(b), (c), (m) and (o) shall be taken into account.

          For purposes of this Section, the determination of “415 Compensation” shall be made by including amounts which are contributed by the Employer pursuant to a Pre-Tax Contribution election and which are not includible in the gross income of the Participant under Code Sections 125, 402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee contributions described in Code Section 414(h)(2) that are treated as Employer contributions.

     1.37 “Leased Employee” means any person (other than an Employee of the recipient) who pursuant to an agreement between the recipient and any other person (“leasing organization”) has performed services for the recipient (or for the recipient and related persons determined in accordance with Code Section 414(n)(6)) on a substantially full time basis for a period of at least one year, and such services are performed under primary direction or control by the recipient employer. Contributions or benefits provided a Leased Employee by the leasing organization which are attributable to services performed for the recipient employer shall be treated as provided by the recipient employer. A Leased Employee shall not be considered an Employee of the recipient:

     (a) if such employee is covered by a money purchase pension plan providing:

(1) a non-integrated employer contribution rate of at least 10% of compensation, as defined in Code Section 415(c)(3), but including amounts which are contributed by the Employer pursuant to a Pre-Tax Contribution election and which are not includible in the gross income of the Participant under Code Sections 125, 402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee contributions described in Code Section 414(h)(2) that are treated as Employer contributions.

(2) immediate participation; and

(3) full and immediate vesting.

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     (b) if Leased Employees do not constitute more than 20% of the recipient’s non-highly compensated work force.

          The definition of “Leased Employee” as contained in this Section 1.37 shall apply with respect to all Plan Years beginning on or after January 1, 1997. Such definition shall furthermore apply with respect to any prior restatement of the Plan, or any other plan merged into this Plan in effect on or after January 1, 1997, and all such prior restatements are hereby deemed amended in such respect.

     1.38 “Named Fiduciary” or “Named Fiduciaries” means the Employer, the Administrator and the Trustee.

     1.39 “Non-Highly Compensated Participant” means any Participant who is not a Highly Compensated Employee. However, for the Plan Year prior to the first Plan Year of this amendment and restatement, for the purposes of Section 4.5(a) and Section 4.6, if the prior year testing method is used, a Non-Highly Compensated Participant shall be determined using the definition of highly compensated employee in effect for the preceding Plan Year.

     1.40 “Non-Key Employee” means any Employee or former Employee (and his Beneficiaries) who is not a Key Employee.

     1.41 “Normal Retirement Age” means the Participant’s 65th birthday. A Participant shall become fully Vested in his Employer Contribution Account upon attaining his Normal Retirement Age.

     1.42 “Normal Retirement Date” means the first day of the month coinciding with or next following the Participant’s Normal Retirement Age.

     1.43 “1-Year Break in Service” or “One Year Break in Service” means the applicable computation period during which an Employee has not completed more than 500 Hours of Service with the Employer. Further, solely for the purpose of determining whether a Participant has incurred a 1-Year Break in Service, Hours of Service shall be recognized for “authorized leaves of absence” and “maternity and paternity leaves of absence.” Years of Service and 1-Year Breaks in Service shall be measured on the same computation period.

          “Authorized leave of absence” means an unpaid, temporary cessation from active employment with the Employer pursuant to an established nondiscriminatory policy, whether occasioned by illness, military service, or any other reason.

          A “maternity or paternity leave of absence” means, for Plan Years beginning after December 31, 1984, an absence from work for any period by reason of the Employee’s pregnancy, birth of the Employee’s child, placement of a child with the Employee in connection with the adoption of such child, or any absence for the purpose of caring for such child for a period immediately following such birth or placement. For this purpose, Hours of Service shall be credited for the computation period in which the absence from work begins, only if credit therefore is necessary to prevent the Employee from incurring a 1-Year Break in Service, or, in any other case, in the immediately following computation period. The Hours of Service credited for a “maternity or paternity leave of absence” shall be those which would normally have been credited but for such

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absence, or, in any case in which the Administrator is unable to determine such hours normally credited, eight (8) Hours of Service per day. The total Hours of Service required to be credited for a “maternity or paternity leave of absence” shall not exceed 501.

          For purposes of determining satisfaction of the initial eligibility service requirements for discretionary matching contributions on and after January 1, 2004, the definition of “One Year Break in Service” provided under Section 3.9(b) shall apply.

     1.44 “Participant” means any Eligible Employee who participates in the Plan and has not for any reason become ineligible to participate further in the Plan.

     1.45 “Participant’s Combined Account” means the total aggregate amount of each Participant’s Elective Contribution Account and Employer Contribution Account. After-Tax Contributions will be included, if applicable, in the total aggregate amount of each Participant’s Elective Contribution Account and Employer Contribution Account.

     1.46 “Participant’s Elective Contribution Account” means the account established and maintained by the Administrator for each Participant with respect to his total interest in the Plan and Trust resulting from the Employer Elective Contributions used to satisfy the “Actual Deferral Percentage” tests. A separate accounting shall be maintained with respect to that portion of the Participant’s Elective Contribution Account attributable to such Elective Contributions pursuant to Section 4.2 and any Employer Qualified Non-Elective Contributions.

     1.47 “Participating Employer” means those employers identified on Exhibit A and such Exhibit A may be amended from time to time by the Employer, the Employer’s Benefits Administration Committee (the “Benefits Committee”) or the Senior Vice-President of Human Resources.

     1.48 “Plan” means this instrument, including all amendments thereto.

     1.49 “Plan Year” means the Plan’s accounting year of twelve (12) months commencing on January 1st of each year and ending the following December 31st.

     1.50 “Pre-Retirement Survivor Annuity” means a death benefit which is an immediate annuity for the life of the Participant’s spouse the payments under which must be equal to the amount of benefit which can be purchased with the accounts of a Participant.

     1.51 “Pre-Tax Contribution” with respect to any Participant means the amount of the Participant’s total Compensation which has been contributed to the Plan in accordance with the Participant’s deferral election pursuant to Section 4.2 excluding any such amounts distributed as excess “annual additions” pursuant to Section 4.10(a).

     1.52 “Qualified Non-Elective Contribution” means any Employer contributions made pursuant to Section 4.6(b) and Section 4.8(f). Such contributions shall be considered an Elective Contribution for the purposes of the Plan and may be used to satisfy the “Actual Deferral Percentage” tests or the “Actual Contribution Percentage” tests.

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     1.53 “Regulation” means the Income Tax Regulations as promulgated by the Secretary of the Treasury or his delegate, and as amended from time to time.

     1.54 “Retirement Date” means the date as of which a Participant retires for reasons other than Total and Permanent Disability, whether such retirement occurs on a Participant’s Normal Retirement Date or Early Retirement Date (see Section 5.1).

     1.55 “Terminated Participant” means a person who has been a Participant, but whose employment has been terminated other than by death, Total and Permanent Disability or retirement.

     1.56 “Top Heavy Plan” means a plan described in Section 7.2(a).

     1.57 “Top Heavy Plan Year” means a Plan Year during which the Plan is a Top Heavy Plan.

     1.58 “Top Paid Group” means the top 20 percent of Employees who performed services for the Employer during the applicable year, ranked according to the amount of “415 Compensation” (determined for this purpose in accordance with Section 1.28) received from the Employer during such year. All Affiliated Employers shall be taken into account as a single employer, and Leased Employees within the meaning of Code Sections 414(n)(2) and 414(o)(2) shall be considered Employees unless such Leased Employees are covered by a plan described in Code Section 414(n)(5) and are not covered in any qualified plan maintained by the Employer. Employees who are non-resident aliens and who received no earned income (within the meaning of Code Section 911(d)(2)) from the Employer constituting United States source income within the meaning of Code Section 861(a)(3) shall not be treated as Employees. Additionally, for the purpose of determining the number of active Employees in any year, the following additional Employees shall also be excluded; however, such Employees shall still be considered for the purpose of identifying the particular Employees in the Top Paid Group:

     (a) Employees with less than six (6) months of service;

     (b) Employees who normally work less than 17 1/2 hours per week;

     (c) Employees who normally work less than six (6) months during a year; and

     (d) Employees who have not yet attained age 21.

          In addition, if 90 percent or more of the Employees of the Employer are covered under agreements the Secretary of Labor finds to be collective bargaining agreements between Employee representatives and the Employer, and the Plan covers only Employees who are not covered under such agreements, then Employees covered by such agreements shall be excluded from both the total number of active Employees as well as from the identification of particular Employees in the Top Paid Group.

          The foregoing exclusions set forth in this Section shall be applied on a uniform and consistent basis for all purposes for which the Code Section 414(q) definition is applicable.

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     1.59 “Total and Permanent Disability” means the inability to engage in any substantial gainful activity because of a medically determinable physical or mental impairment that can be expected to result in death or which has lasted or can be expected to last throughout a continuous period of at least 12 months.

     1.60 “Trustee” means the person or entity named as trustee herein or in any separate trust forming a part of this Plan, and any successors.

     1.61 “Trust Fund” means the assets of the Plan and Trust as the same shall exist from time to time.

     1.62 “USERRA” means the Uniformed Services Employment and Reemployment Rights Act of 1994. Notwithstanding any provision of this Plan to the contrary, effective December 12, 1994, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with Code Section 414(u).

     1.63 “Valuation Date” means any day during the Plan Year that the Trustee, any transfer agent appointed by the Trustee or the Employer and any stock exchange used by such agent are open for business.

     1.64 “Vested” means the nonforfeitable portion of any account maintained on behalf of a Participant.

     1.65 “Year of Service” means the computation period of twelve (12) consecutive months, herein set forth, during which an Employee has at least 1000 Hours of Service.

          For vesting purposes, the computation periods shall be the Plan Year, including periods prior to the Effective Date of the Plan.

          The computation period shall be the Plan Year if not otherwise set forth herein.

          Notwithstanding the foregoing, for any short Plan Year, the determination of whether an Employee has completed a Year of Service shall be made in accordance with Department of Labor regulation 2530.203-2(c). However, in determining whether an Employee has completed a Year of Service for benefit accrual purposes in the short Plan Year, the number of the Hours of Service required shall be proportionately reduced based on the number of full months in the short Plan Year.

          Years of Service with Predecessor Employers identified in Exhibit B, which Exhibit B may be amended from time to time by the Employer, the Benefits Committee or the Employer’s Senior Vice-President of Human Resources, shall be recognized for purposes of this Plan.

          Years of Service with any Affiliated Employer shall be recognized.

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ARTICLE II
ADMINISTRATION

     2.1 POWERS AND RESPONSIBILITIES OF THE EMPLOYER

     (a) In addition to the general powers and responsibilities otherwise provided for in this Plan, the Employer shall be empowered to appoint and remove the Trustee and the Administrator from time to time as it deems necessary for the proper administration of the Plan to ensure that the Plan is being operated for the exclusive benefit of the Participants and their Beneficiaries in accordance with the terms of the Plan, the Code, and the Act. The Employer may appoint counsel, specialists, advisers, agents (including any nonfiduciary agent) and other persons as the Employer deems necessary or desirable in connection with the exercise of its fiduciary duties under this Plan. The Employer may compensate such agents or advisers from the assets of the Plan as fiduciary expenses (but not including any business (settlor) expenses of the Employer), to the extent not paid by the Employer.

     (b) The Employer may, by written agreement or designation, appoint at its option an Investment Manager (qualified under the Investment Company Act of 1940 as amended), investment adviser, or other agent to provide direction to the Trustee with respect to any or all of the Plan assets. Such appointment shall be given by the Employer in writing in a form acceptable to the Trustee and shall specifically identify the Plan assets with respect to which the Investment Manager or other agent shall have authority to direct the investment.

     (c) The Employer shall establish a “funding policy and method,” i.e., it shall determine whether the Plan has a short run need for liquidity (e.g., to pay benefits) or whether liquidity is a long run goal and investment growth (and stability of same) is a more current need, or shall appoint a qualified person to do so. The Employer or its delegate shall communicate such needs and goals to the Trustee, who shall coordinate such Plan needs with its investment policy. The communication of such a “funding policy and method” shall not, however, constitute a directive to the Trustee as to investment of the Trust Funds. Such “funding policy and method” shall be consistent with the objectives of this Plan and with the requirements of Title I of the Act.

     (d) The Employer shall periodically review the performance of any Fiduciary or other person to whom duties have been delegated or allocated by it under the provisions of this Plan or pursuant to procedures established hereunder. This requirement may be satisfied by formal periodic review by the Employer or by a qualified person specifically designated by the Employer, through day-to-day conduct and evaluation, or through other appropriate ways.

     2.2 DESIGNATION OF ADMINISTRATIVE AUTHORITY

          The Employer shall be the Administrator. The Employer may appoint any person, including, but not limited to, the Employees of the Employer, to perform the duties of the Administrator. Any person so appointed shall signify his acceptance by filing written acceptance with the Employer. Upon the resignation or removal of any individual performing the duties of the Administrator, the Employer may designate a successor.

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     2.3 POWERS AND DUTIES OF THE ADMINISTRATOR

          The primary responsibility of the Administrator is to administer the Plan for the exclusive benefit of the Participants and their Beneficiaries, subject to the specific terms of the Plan. The Administrator shall administer the Plan in accordance with its terms and shall have the power and discretion to construe the terms of the Plan and to determine all questions arising in connection with the administration, interpretation, and application of the Plan. Any such determination by the Administrator shall be conclusive and binding upon all persons. The Administrator may establish procedures, correct any defect, supply any information, or reconcile any inconsistency in such manner and to such extent as shall be deemed necessary or advisable to carry out the purpose of the Plan; provided, however, that any procedure, discretionary act, interpretation or construction shall be done in a nondiscriminatory manner based upon uniform principles consistently applied and shall be consistent with the intent that the Plan shall continue to be deemed a qualified plan under the terms of Code Section 401(a), and shall comply with the terms of the Act and all regulations issued pursuant thereto. The Administrator shall have all powers necessary or appropriate to accomplish his duties under this Plan.

          The Administrator shall be charged with the duties of the general administration of the Plan, including, but not limited to, the following:

     (a) the discretion to determine all questions relating to the eligibility of Employees to participate or remain a Participant hereunder and to receive benefits under the Plan;

     (b) to compute, certify, and direct the Trustee with respect to the amount and the kind of benefits to which any Participant shall be entitled hereunder;

     (c) to authorize and direct the Trustee with respect to all nondiscretionary or otherwise directed disbursements from the Trust;

     (d) to maintain all necessary records for the administration of the Plan;

     (e) the discretion to interpret the provisions of the Plan and to make and publish such rules for regulation of the Plan as are consistent with the terms hereof;

     (f) to determine the size and type of any Contract to be purchased from any insurer, and to designate the insurer from which such Contract shall be purchased;

     (g) to compute and certify to the Employer and to the Trustee from time to time the sums of money necessary or desirable to be contributed to the Plan;

     (h) to consult with the Employer and the Trustee regarding the short and long-term liquidity needs of the Plan in order that the Trustee can exercise any investment discretion in a manner designed to accomplish specific objectives;

     (i) to prepare and implement a procedure to notify Eligible Employees that they may elect to have a portion of their Compensation deferred or paid to them in cash;

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     (j) to act as the Named Fiduciary responsible for communications with Participants as needed to maintain Plan compliance with ERISA Section 404(c), including but not limited to the receipt and transmitting of Participant’s directions as to the investment of their account(s) under the Plan and the formulation of policies, rules, and procedures pursuant to which Participants may give investment instructions with respect to the investment of their accounts;

     (k) to assist any Participant regarding his rights, benefits, or elections available under the Plan.

     2.4 RECORDS AND REPORTS

          The Administrator shall keep a record of all actions taken and shall keep all other books of account, records, policies, and other data that may be necessary for proper administration of the Plan and shall be responsible for supplying all information and reports to the Internal Revenue Service, Department of Labor, Participants, Beneficiaries and others as required by law.

     2.5 APPOINTMENT OF ADVISERS

          The Administrator, or the Trustee with the consent of the Administrator, may appoint counsel, specialists, advisers, agents (including nonfiduciary agents) and other persons as the Administrator or the Trustee deems necessary or desirable in connection with the administration of this Plan, including but not limited to agents and advisers to assist with the administration and management of the Plan, and thereby to provide, among such other duties as the Administrator may appoint, assistance with maintaining Plan records and the providing of investment information to the Plan’s investment fiduciaries and to Plan Participants.

     2.6 PAYMENT OF EXPENSES

          All expenses of administration may be paid out of the Trust Fund unless paid by the Employer. Such expenses shall include any expenses incident to the functioning of the Administrator, or any person or persons retained or appointed by any Named Fiduciary incident to the exercise of their duties under the Plan, including, but not limited to, fees of accountants, counsel, Investment Managers, agents (including nonfiduciary agents) appointed for the purpose of assisting the Administrator or the Trustee in carrying out the instructions of Participants as to the directed investment of their accounts and other specialists and their agents, and other costs of administering the Plan. Until paid, the expenses shall constitute a liability of the Trust Fund.

     2.7 CLAIMS PROCEDURE

          The Administrator, or a party designated by the Administrator, shall have the exclusive discretionary authority to construe and to interpret the Plan, to decide all questions of eligibility for benefits and to determine the amount of such benefits in accordance with the terms of the Plan, and its decisions on such matters are final and conclusive. As a result, benefits under this Plan will be paid only if the Administrator decides in its discretion that the Participant (or other claimant) is entitled to them. The Administrator’s discretionary authority is intended to be absolute, and in any case where the extent of this discretion is in question, the Administrator is to be accorded

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the maximum discretion possible. Any exercise of this discretionary authority shall be reviewed by a court under the arbitrary and capricious standard (i.e., the abuse of discretion standard).

          Claims for benefits under the Plan may be filed in writing with the Administrator. Written notice of the disposition of a claim shall be furnished to the claimant within 90 days (the “initial period”) after the application is filed, unless special circumstances require an extension of time for processing the claim and written notice or electronic notice of such extension, the reasons therefore and the expected date by which the Administrator will make its determination is given to the claimant prior to the end of the 90-day period. In no event shall such extension exceed 90 days from the end of the initial period.

          In the event the claim is denied, the reasons for the denial shall be specifically set forth in the notice in language calculated to be understood by the claimant, pertinent provisions of the Plan shall be cited, and, where appropriate, an explanation as to how the claimant can perfect the claim will be provided. In addition, the claimant shall be furnished with an explanation of the Plan’s claims review procedure.

     2.8 CLAIMS REVIEW PROCEDURE

          Any Employee, former Employee, or Beneficiary of either, who has been denied a benefit by a decision of the Administrator pursuant to Section 2.7 shall be entitled to request the Administrator to give further consideration to his claim by filing with the Administrator (on a form which may be obtained from the Administrator) a request for further review. Such request, together with a written statement of the reasons why the claimant believes his claim should be allowed, shall be filed with the Administrator no later than 60 days after receipt of the written notification provided for in Section 2.7. A final decision as to the allowance of the claim shall be made by the Administrator within 60 days of receipt of the request for further review (unless there has been an extension of 60 days due to special circumstances, provided the delay and the special circumstances occasioning it are communicated to the claimant within the 60 day period). Such communication shall be written in a manner calculated to be understood by the claimant and shall include specific reasons for the decision and specific references to the pertinent Plan provisions on which the decision is based.

     2.9 CLAIMS REVIEW RELATING TO DISABILITY

          If a claim for benefits is based on a determination of disability by the Administrator, such claim for disability-based benefits will be processed within 45 days of receipt unless the application is incomplete. The Administrator will notify the claimant or the claimant’s representative within the initial 45-day period if the application is incomplete.

          If the Administrator needs additional information, the initial 45-day period will be suspended. When the information is received, the Administrator has the remainder of the 45-day period to process the application.

          In unusual circumstances, the Administrator may extend the initial 45-day period to process the application by up to two 30-day extensions. If it does so, the claimant will be notified in writing of the first extension before the end of the first 45-day period. The claimant will be notified of the second extension before the end of the first 30-day extension period. If the Administrator is waiting

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for information from a claimant during a 30-day extension, the period during which it must wait is not counted toward the 30 days.

     If the initial application for disability-based benefits is denied in whole or in part, the Administrator will provide the claimant with a written explanation of the denial and the claimant’s right to have the denial appealed. The explanation also will describe any other information or material that the claimant can provide that on appeal may result in a reversal of the denial.

     The claimant may then submit a written request for reconsideration of the claim within 180 days after the denial. Any such request should be accompanied by documents or records that support the appeal and should be sent to the Administrator.

     The Administrator will consult with vocational and medical experts in deciding the appeal for technical advice and opinions on claim appeals when appropriate.

     The Administrator will make a final claim determination within 45 days of its receipt of the request for an appeal of the initial denial. If the Administrator needs additional information to process the appeal, it will notify the claimant or the claimant’s representative and request the information. While the Administrator waits for the information, the 45-day period will be suspended.

     When the information is received, the Administrator has the remainder of the original 45-day period to process the appeal. In special circumstances, the Administrator may extend the original 45-day period. The claimant will be notified in writing of the extension before the end of the original 45-day period. The period for processing the appeal may not exceed 90 days (not including the time the Administrator waits for information it requests from the claimant).

ARTICLE III
ELIGIBILITY

     3.1 CONDITIONS OF ELIGIBILITY

          Any Eligible Employee shall be eligible to participate hereunder on the date of his employment with the Employer. However, any Employee who was a Participant in the Plan prior to the effective date of this amendment and restatement shall continue to participate in the Plan and any Employee who was a participant in a Predecessor Plan prior to the effective date of this amendment and restatement shall become a Participant in this Plan on the effective date.

     3.2 EFFECTIVE DATE OF PARTICIPATION

          An Eligible Employee shall become a Participant effective as of the first day such Employee met the eligibility requirements of Section 3.1, or as soon thereafter as administratively feasible, provided said Employee was still employed as of such date (or if not employed on such date, as of the date of rehire if a 1-Year Break in Service has not occurred).

          In the event an Employee who is not a member of an eligible class of Employees becomes a member of an eligible class, such Employee will participate immediately, or as soon

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thereafter as administratively feasible, if such Employee would have otherwise previously become a Participant.

     3.3 DETERMINATION OF ELIGIBILITY

          The Administrator shall determine the eligibility of each Employee for participation in the Plan based upon information furnished by the Employer. Such determination shall be conclusive and binding upon all persons, as long as the same is made pursuant to the Plan and the Act. Such determination shall be subject to review pursuant to Section 2.8.

     3.4 TERMINATION OF ELIGIBILITY

     (a) In the event a Participant shall go from a classification of an Eligible Employee to an ineligible Employee, such Former Participant shall continue to vest in his interest in the Plan for each Year of Service completed while a noneligible Employee, until such time as his Employer Contribution Account shall be forfeited or distributed pursuant to the terms of the Plan. Additionally, his interest in the Plan shall continue to share in the earnings of the Trust Fund and be subject to the provisions of Section 4.12.

     (b) In the event a Participant is no longer a member of an eligible class of Employees and becomes ineligible to participate, such Employee will participate immediately upon returning to an eligible class of Employees.

     3.5 INITIAL ELIGIBILITY SERVICE REQUIREMENTS FOR DISCRETIONARY MATCHING CONTRIBUTIONS

          All Eligible Employees hired, rehired or transferred to the Employer on or after January 1, 2004, must complete an initial one-year period of service to be eligible to receive discretionary matching contributions under the Plan. Eligible Employees shall receive credit for prior service with the Employer, or such other employer as may be designated by the Employer, the Benefits Committee or the Senior Vice-President of Human Resources in an amendment to Exhibit B and shall be made in a manner not more favorable to Highly Compensated Employees.

          This Section is effective on and after January 1, 2004.

     3.6 ENTRY DATE TO RECEIVE DISCRETIONARY MATCHING CONTRIBUTIONS

          Eligible Employees described in Section 3.5 who have from the time period beginning with their employment commencement date (the date on which an Employee first performs an Hour of Service) completed an initial one-year period of service, will be eligible to participate in the discretionary matching contribution portion of the Plan the first pay period not closed to changes (or the first full pay period for those receiving the ACS State & Local Solutions, Inc. benefit structure) immediately following the date the Eligible Employee completes the initial one-year period of service or as soon as administratively feasible thereafter.

          Each Eligible Employee described in the above paragraph will share in discretionary matching contributions for the period beginning on the date the Eligible Employee commences

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participation in the discretionary matching contribution portion of the Plan and ending on the date on which such Eligible Employee severs employment with the Employer or is no longer an Eligible Employee as defined in the Plan.

          This Section is effective on and after January 1, 2004.

     3.7 INITIAL ELIGIBILITY SERVICE REQUIREMENTS FOR DISCRETIONARY PROFIT SHARING CONTRIBUTIONS APPLICABLE TO CERTAIN EMPLOYEES DESIGNATED TO RECEIVE THE ACS STATE & LOCAL SOLUTIONS, INC. BENEFIT STRUCTURE

          Eligible Employees who are hired, rehired or transferred to the Employer on or after January 1, 2004 and who are designated to receive the ACS State & Local Solutions, Inc. benefit structure must complete an initial one-year period of service to be eligible to receive discretionary profit sharing contributions under the plan. Eligible Employees shall receive credit for prior service with the Employer, or such other employer as may be designated by the Employer, the Benefits Committee or the Senior Vice-President of Human Resources in an amendment to Exhibit B and shall be made in a manner not more favorable to Highly Compensated Employees.

          This Section is effective on and after January 1, 2004.

     3.8 ENTRY DATE TO RECEIVE DISCRETIONARY PROFIT SHARING CONTRIBUTIONS APPLICABLE TO CERTAIN EMPLOYEES DESIGNATED TO RECEIVE THE ACS STATE & LOCAL SOLUTIONS, INC. BENEFIT STRUCTURE

          Eligible Employees described in Section 3.7 who have from the time period beginning with their employment commencement date (the date on which an Employee first performs an Hour of Service) completed an initial one-year period of service, will be eligible to participate in the discretionary profit sharing contribution portion of the Plan the first full pay period immediately following the date the Eligible Employee completes the initial one-year period of service or as soon as administratively feasible thereafter.

          Each Eligible Employee described in the above paragraph will share in discretionary profit contributions for the period beginning on the date the Eligible Employee commences participation in the discretionary profit sharing contribution portion of the Plan and ending on the date on which such Eligible Employee severs employment with the Employer or is no longer an Eligible Employee as defined in the Plan.

          This Section is effective on and after January 1, 2004.

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     3.9 DEFINITIONS APPLICABLE IN DETERMINING SATISFACTION OF THE INITIAL ELIGIBILITY SERVICE REQUIREMENTS FOR DISCRETIONARY MATCHING CONTRIBUTIONS AND DISCRETIONARY PROFIT SHARING CONTRIBUTIONS APPLICABLE TO CERTAIN EMPLOYEES DESIGNATED TO RECEIVE THE ACS STATE & LOCAL SOLUTIONS, INC. BENEFIT STRUCTURE

          For purposes of Sections 3.5, 3.6, 3.7, 3.8 and this Section 3.9, and for purposes of determining satisfaction of the initial eligibility service requirements for discretionary matching contributions on and after January 1, 2004, the following definitions shall apply:

     (a) An “Hour of Service” shall mean each hour for which an Employee is paid or entitled to payment for the performance of duties for the Employer.

          For purposes of determining an Eligible Employee’s initial eligibility to receive discretionary matching contributions, an Employee will receive credit for the aggregate of all time period(s) commencing with the Employee’s first day of employment or reemployment and ending on the date a One Year Break in Service begins. The first day of employment or reemployment is the first day the Employee performs an Hour of Service. An Employee will also receive credit for any period of severance of less than 12 consecutive months. Fractional periods of a year will be expressed in terms of days.

          A period of severance is a continuous period of time during which the Employee is not employed by the Employer. Such period begins on the date the Employee retires, dies, quits or is discharged, or if earlier, the 12-month anniversary of the date on which the Employee was otherwise absent from service.

          In the case of an individual who is absent from work for maternity or paternity reasons, as further defined in the “One Year Break in Service” definition provided below, the 12-consecutive month period beginning on the first anniversary of the first date of such absence shall not constitute a One Year Break in Service.

          If the Employer is a member of an affiliated service group (under Code section 414(m)), a controlled group of corporations (under Code section 414(b)), a group of trades or businesses under common control (under Code section 414(c)) or any other entity required to be aggregated with the Employer pursuant to Code section 414(o), service will be credited for any employment for any period of time for any other member of such group. Service will also be credited for any individual required under Code section 414(n) or 414(o) to be considered an Employee of any Employer aggregated under Code section 414(b), (c) or (m).

     (b) A “One Year Break in Service” is a period of severance of at least 12-consecutive months. A period of severance is a continuous period of time during which the Employee is not employed by the Employer. Such period begins on the date the Employee retires, dies, quits or is discharged, or if earlier, the 12-month anniversary of the date on which the Employee was otherwise first absent from service.

          In the case of an individual who is absent from work for maternity or paternity reasons, the 12-consecutive month period beginning on the first anniversary of the

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          This Section is effective on and after January 1, 2004.

ARTICLE IV
CONTRIBUTION AND ALLOCATION

     4.1 FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION

     The Employer shall contribute to the Plan:

     (a) For each payroll period, the amount of the total Pre-Tax Contribution elections of all Participants made pursuant to Section 4.2(a), which amount shall be deemed an Elective Contribution.

     (b) For each payroll period, a discretionary matching contribution equal to a uniform percentage of each such Participant’s Pre-Tax Contribution, the exact percentage, if any, to be determined each year by the Employer, which amount, if any, shall be deemed an Employer Contribution. Except, however, in applying the discretionary matching percentage for Employees of Affiliated Computer Services, Inc., only Pre-Tax Contribution elections up to 6% of payroll period Compensation shall be considered. See the Appendix for the discretionary matching percentage applicable to other Participants under the Plan.

     (c) For each Plan Year, a discretionary amount, which amount, if any, shall be deemed an Employer Contribution.

     (d) For each Plan Year, to the extent necessary, the Employer shall contribute to the Plan the amount necessary to provide the top heavy minimum contribution.

     All discretionary matching contributions by the Employer shall be made in cash or invested directly in the ACS Stock Fund. However, Participants may redirect their discretionary matching contribution into another investment option in the Plan without restriction after each discretionary matching contribution is made.

     4.2 PARTICIPANT’S PRE-TAX CONTRIBUTION ELECTION

     (a) Each Participant may elect to defer from 1% to 18% (1% to 30% for certain employees formerly employed by Motorola, Inc.) of his eligible Compensation which would have been received in the payroll period, but for the deferral election. A deferral election (or modification of an earlier election) may not be made with respect to Compensation which is currently available on or before the date the Participant made such election. For purposes of this Section, Compensation shall be determined prior to any reductions made pursuant to Code Sections 125, 132(f)(4), 402(e)(3), or 402(h)(1)(B).

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     All Employees who are eligible to make Pre-Tax Contributions under this Plan and who have attained or will attain age 50 before the close of the Plan Year shall be eligible to make Catch-Up Contributions in accordance with, and subject to the limitations of, Code Section 414(v). Such Catch-Up Contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Code Sections 402(g) and 415. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Code Sections 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416, as applicable, by reason of the making of such Catch-Up Contributions.

     (b) The balance in each Participant’s Elective Contribution Account shall be fully Vested at all times and shall not be subject to Forfeiture for any reason.

     (c) Notwithstanding anything in the Plan to the contrary, amounts held in the Participant’s Elective Contribution Account may not be distributable (including any offset of loans) earlier than:

(1) a Participant’s severance from employment, Total and Permanent Disability, or death;

(2) a Participant’s attainment of age 59 1/2;

(3) the termination of the Plan without the establishment or existence of a “successor plan,” as that term is described in Regulation 1.401(k)-1(d)(3); or

(4) the proven financial hardship of a Participant, subject to the limitations of Section 5.11.

     (d) For each Plan Year, a Participant’s Pre-Tax Contribution made under this Plan and all other plans, contracts or arrangements of the Employer maintaining this Plan shall not exceed, during any taxable year of the Participant, the limitation imposed by Code Section 402(g), as in effect at the beginning of such taxable year. If such dollar limitation is exceeded, a Participant will be deemed to have notified the Administrator of such excess amount which shall be distributed in a manner consistent with Section 4.2(f). The dollar limitation shall be adjusted annually pursuant to the method provided in Code Section 415(d) in accordance with Regulations.

     No Participant shall be permitted to have Pre-Tax Contributions made under this Plan, or any other qualified plan maintained by the Employer during any taxable year, in excess of the dollar limitation contained in Code Section 402(g) in effect for such taxable year, except to the extent permitted under Section 4.2(a) of the Plan and Code Section 414(v), if applicable.

     (e) In the event a Participant has received a hardship distribution from his Participant’s Elective Contribution Account pursuant to Section 5.11(b) or pursuant to Regulation 1.401(k)-1(d)(2)(iv)(B) from any other plan maintained by the Employer, then such Participant shall not be permitted to elect to have Pre-Tax Contributions contributed to the Plan on his behalf for a period of six (6) months following the receipt of the distribution.

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     (f) If a Participant’s elective deferrals under this Plan together with any elective deferrals (as defined in Regulation 1.402(g)-1(b)) under another qualified cash or deferred arrangement (as defined in Code Section 401(k)), a simplified employee pension (as defined in Code Section 408(k)), a salary reduction arrangement (within the meaning of Code Section 3121(a)(5)(D)), a deferred compensation plan under Code Section 457(b), or a trust described in Code Section 501(c)(18) cumulatively exceed the limitation imposed by Code Section 402(g) (as adjusted annually in accordance with the method provided in Code Section 415(d) pursuant to Regulations) for such Participant’s taxable year, the Participant may, not later than March 1 following the close of the Participant’s taxable year, notify the Administrator in writing of such excess and request that his Pre-Tax Contribution under this Plan be reduced by an amount specified by the Participant. In such event, the Administrator may direct the Trustee to distribute such excess amount (and any Income allocable to such excess amount) to the Participant not later than the first April 15th following the close of the Participant’s taxable year. Any distribution of less than the entire amount of Excess Pre-Tax Contributions and Income shall be treated as a pro rata distribution of Excess Pre-Tax Contributions and Income. The amount distributed shall not exceed the Participant’s Pre-Tax Contributions under the Plan for the taxable year (and any Income allocable to such excess amount). Any distribution on or before the last day of the Participant’s taxable year must satisfy each of the following conditions:

(1) the distribution must be made after the date on which the Plan received the Excess Pre-Tax Contribution;

(2) the Participant shall designate the distribution as Excess Pre-Tax Contributions; and

(3) the Plan must designate the distribution as a distribution of Excess Pre-Tax Contributions.

          Any distribution made pursuant to this Section 4.2(f) shall be made first from unmatched Pre-Tax Contributions and, thereafter, from Pre-Tax Contributions which are matched. Matching contributions which relate to such Pre-Tax Contributions shall be forfeited.

     (g) Notwithstanding Section 4.2(f) above, a Participant’s Excess Pre-Tax Contribution shall be reduced, but not below zero, by any distribution of Excess Contributions pursuant to Section 4.6(a) for the Plan Year beginning with or within the taxable year of the Participant.

     (h) Elective Contributions made pursuant to this Section may be invested in money market certificates or other short-term debt security acceptable to the Trustee until such time as the allocations pursuant to Section 4.4 have been made.

     (i) The Employer and the Administrator shall implement the Pre-Tax Contribution elections provided for herein in accordance with the following:

(1) A Participant can make his initial Pre-Tax Contribution election at any time after entering the Plan pursuant to Section 3.2. The Participant shall

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make a Pre-Tax Contribution election in accordance with the administrative procedures of the Plan. Such election shall initially be effective beginning with the pay period following the acceptance of the Pre-Tax Contribution election by the Administrator, shall not have retroactive effect and shall remain in force until revoked.

(2) A Participant may modify a prior election at any time during the Plan Year and concurrently make a new election in accordance with the administrative procedures of the Plan. New elections will become effective as soon as administratively feasible. Any modification shall not have retroactive effect and shall remain in force until revoked.

(3) A Participant may elect to prospectively revoke his Pre-Tax Contribution election in its entirety at any time during the Plan Year by providing the Administrator with notice of such revocation in accordance with the administrative procedures of the Plan. Furthermore, the termination of the Participant’s employment, or the cessation of participation for any reason, shall be deemed to revoke any Pre-Tax Contribution election then in effect, effective immediately following the close of the pay period within which such termination or cessation occurs.

     4.3 TIME OF PAYMENT OF EMPLOYER CONTRIBUTION

          The Employer shall generally pay to the Trustee its contribution to the Plan for each Plan Year within the time prescribed by law, including extensions of time, for the filing of the Employer federal income tax return for the Fiscal Year. However, Employer Elective Contributions accumulated through payroll deductions shall be paid to the Trustee as of the earliest date on which such contributions can reasonably be segregated from the Employer general assets, but in any event no later than the fifteenth (15) business day of the month following the month during which such amounts would otherwise have been payable to the Participant in cash. The provisions of Department of Labor regulations 2510.3-102 are incorporated herein by reference. Furthermore, any additional Employer contributions which are allocable to the Participant’s Elective Contribution Account for a Plan Year shall be paid to the Plan no later than the twelve-month period immediately following the close of such Plan Year.

     4.4 ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS

     (a) The Administrator shall establish and maintain an account in the name of each Participant to which the Administrator shall credit as of each Valuation Date or Anniversary Date, as applicable, all amounts allocated to each such Participant as set forth herein.

     (b) The Employer shall provide the Administrator with all information required by the Administrator to make a proper allocation of the Employer contributions for each payroll period or Plan Year, as applicable. Within a reasonable period of time after the date of receipt by the Administrator of such information, the Administrator shall allocate such contribution as follows:

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(1) With respect to the Employer Elective Contribution made pursuant to Section 4.1(a), to each Participant’s Elective Contribution Account in an amount equal to each such Participant’s Pre-Tax Contribution every payroll period.

(2) With respect to the Employer Contribution made pursuant to Section 4.1(b), to each Employer Contribution Account in accordance with Section 4.1(b) every payroll period.

Any Participant actively employed during the payroll period who has otherwise satisfied the requirements of Section 3.8 shall be eligible to share in the matching contribution for the payroll period.

(3) With respect to the Employer Contribution made pursuant to Section 4.1(c), to each Employer Contribution Account in the same p