AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.3

AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT

      THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “ Agreement ”) is made and entered into on the dates signified on the signature page hereto and is to be effective on May 1, 2008 (the “ Effective Date ”) by and between Affiliated Computer Services, Inc. (the “ Company ”) and Lynn Blodgett (“ Executive ” and, together with the Company, the “ Parties ”). This Agreement amends and restates that certain Executive Employment Agreement dated January 4, 2008 and effective December 14, 2007 (the “ Original Agreement ”).

PRELIMINARY STATEMENTS

     A. The Company desires to continue to employ Executive as Chief Executive Officer and Executive desires to continue to be employed by the Company in said capacity;

     B. The Company and Executive are parties to the Original Agreement; and

     C. The Company and Executive wish to amend and restate the Original Agreement in its entirety and to set forth in writing the terms and conditions of their understandings and agreements.

      NOW , THEREFORE , in consideration of the mutual covenants and obligations contained herein, the sufficiency of which is hereby acknowledged by the Parties, the Company hereby agrees to continue to employ Executive and Executive hereby accepts such continued employment upon the terms and conditions set forth in this Agreement:

STATEMENT OF AGREEMENT

     1.  Position .

          (a) The Company agrees to employ Executive in the position of Chief Executive Officer (“ CEO ”). Executive shall serve and perform the duties which may from time to time be assigned to him by the Company’s Board of Directors (“ Board ”) or its Chairman.

          (b) Executive agrees to serve as CEO and agrees that he will devote his best efforts and all of his business time and attention to all facets of the business of the Company and will faithfully and diligently carry out the duties of CEO. Executive agrees to comply with all Company policies in effect from time to time, and to comply with all laws, rules and regulations, including, but not limited to, those applicable to the Company.

          (c) In addition, Executive will serve on the Board at the continuing discretion of the stockholders, during the Term.

          (d) Executive agrees to travel as necessary to perform his duties under this Agreement.

     2.  Term . Subject to earlier termination in accordance with the provisions of Section 5 of this Agreement, Executive shall be employed by the Company for an initial period commencing on the Effective Date and ending on December 14, 2008 (the “ Term ”); provided , that the Term shall be automatically extended for successive one-year periods thereafter unless, no later than thirty (30) days prior to the expiration of the initial period, or any such successive one-year renewal period, either party shall provide to the other party written notice of its or his desire not to extend the Term.

     3.  Compensation, Benefits and Reimbursement of Expenses .

          (a) Base Salary . During the Term, the Company shall pay Executive an annual base salary to be determined by the Board or the Compensation Committee thereof (“ Base Salary ”).

          (b) Bonus Opportunities . In addition to the Base Salary, Executive shall also be eligible to participate in and receive any discretionary compensation as may be determined by the Board or the Compensation Committee thereof (“ Discretionary Bonus ”). The Discretionary Bonus is not an accrued right under this Agreement.

          (c) Payment . Payment of all compensation to Executive hereunder shall be made in accordance with the terms of this Agreement and applicable Company policies in effect from time to time, including normal payroll practices, and shall be subject to all applicable withholdings and taxes.

          (d) Benefits Generally . The Company shall make available to Executive, throughout the Term, benefits as are generally provided by the Company to its executive officers, including but not limited to any group life, health, dental, vision, disability or accident insurance, pension plan, profit sharing plan, retirement savings plan, 401(k) plan, or other such benefit plan or policy which may presently be in effect or which may hereafter be adopted by the Company for its executive officers and key management personnel; provided, however, that nothing herein contained shall be deemed to require the Company to adopt or maintain any particular plan or policy.

          (e) Vacation . Executive shall be entitled to paid vacation during each calendar year ending during the Term, consistent with the policies then applicable to executive officers.

          (f) Holidays . Executive shall further be entitled to paid holidays, personal days, and sick days consistent with the policies then applicable to executive officers.

          (g) Stock . Executive will also be eligible to participate in the Company’s 1997 Equity Incentive Plan and 2007 Equity Incentive Plan (together, the “ Equity Plans ”), as may be amended from time to time or any subsequent omnibus stock incentive or award plans that the Company has adopted prior to or adopts during the Term.

          (h) Reimbursement of Expenses . The Company shall reimburse Executive for all business expenses, which are reasonable and necessary and are incurred by Executive while performing his duties under this Agreement, upon presentation of expense statements, receipts

and/or vouchers, or such other information and documentation as the Company may reasonably require.

     4.  Change of Control . Upon a Change of Control, Executive shall be entitled to a change of control payment (the “ Change of Control Payment ”) equal to three (3) times the sum of (i) Executive’s then annual Base Salary plus (ii) an amount equal to Executive’s Discretionary Bonus for the immediately preceding fiscal year; provided, however, that in the event that Executive’s employment with the Company is terminated simultaneous with or within three (3) days of a Change of Control, either pursuant to Section 5(a) or Section 5(c) below, Executive shall be entitled to receive the greater of: (a) the amounts and benefits provided pursuant to this Section 4; or (b) the amounts and benefits provided pursuant to Section 5(a) or Section 5(c) below, as applicable. Company shall pay the Change of Control Payment to Executive in a lump sum amount, in cash, within two (2) business days after the Change of Control. In addition, in the event of a Change of Control, any unvested stock options or other equity-based awards granted to Executive under the Equity Plans or any omnibus stock incentive or award plans previously or subsequently adopted by the Company that are outstanding as of the date of such Change of Control shall become fully vested and non-forfeitable. However, notwithstanding any other provision of this Section 4, any such stock options granted to Executive that remain unexercised as of the date of their expiration will expire in accordance with the terms of the applicable plan and the relevant stock option agreement.

     5.  Termination .

          (a) Termination by the Company without Cause; Expiration of Term . The Company may at any time terminate the Term and Executive’s employment hereunder without Cause (and other than due to death or Disability). If the Company terminates the Term and Executive’s employment hereunder pursuant to this Section 5(a) or upon the expiration of the Term, as the same may have been extended or renewed pursuant to Section 2, the Company shall pay Executive all accrued but unpaid Base Salary and any earned but unpaid Discretionary Bonus for a prior year, if any (“ Accrued Compensation ”) as soon as reasonably practicable following such termination. In addition and subject to Section 7, the Company shall also pay Executive a severance payment (the “ Severance Payment ”) equal to three (3) times the sum of (i) Executive’s then annual Base Salary plus (ii) an amount equal to Executive’s Discretionary Bonus for the immediately preceding fiscal year. In addition, in the event of a termination pursuant to this Section 5(a) or Section 5(c) below, any unvested stock options or other equity-based awards granted to Executive under the Equity Plans or any omnibus stock incentive or award plans previously or subsequently adopted by the Company that are outstanding as of the date of such termination shall become fully vested and non-forfeitable. However, notwithstanding any other provision of this Section 5(a), any such stock options granted to Executive that remain unexercised as of the date of their expiration will expire in accordance with the terms of the applicable plan and the relevant stock option agreement. Subject to Section 7, the Severance Payment will be paid out in a single lump sum within 50 days of the date of termination.

          (b) Termination by the Company for Cause . The Company may terminate the Term and Executive’s employment hereunder at any time for Cause. Upon termination of the

Term and Executive’s employment hereunder by the Company for Cause, the Company shall promptly pay Executive his Accrued Compensation.

          (c) Termination by Executive for Good Reason . Executive may terminate the Term and Executive’s employment hereunder for “Good Reason” (as defined below), after providing thirty (30) days written notice to the Company, which identifies the Good Reason for Executive’s termination. Upon termination of the Term and Executive’s employment hereunder by Executive for Good Reason, the Company shall pay Executive: (1) his Accrued Compensation, to be paid as soon as reasonably practicable following such termination; and (2) subject to Section 7, the Severance Payment, to be paid out in a single lump sum within 50 days of the date of termination.

          (d) Termination by Executive without Good Reason . Executive may terminate the Term and Executive’s employment hereunder other than for Good Reason upon thirty (30) days written notice to the Company (the “ Notice Period ”). If Executive terminates the Term and Executive’s employment hereunder pursuant to this Section 5(d), the Company shall promptly pay Executive his Accrued Compensation.

          (e) Termination due to Disability . The Company may terminate the Term and Executive’s Employment hereunder due to Executive’s “ Disability .” Executive shall be deemed to have sustained a “Disability” if he shall have been unable to perform his duties for a period of more than ninety (90) days in any twelve (12) month period. Upon termination of the Term and Executive’s employment hereunder pursuant to this Section 5(e), the Company shall promptly pay Executive his Accrued Compensation.

          (f) Death . The Term and Executive’s employment hereunder will terminate automatically upon Executive’s death. Upon termination of the Term and Executive’s employment hereunder because of Executive’s death, the Company shall promptly pay Executive’s estate his Accrued Compensation.

          (g) Termination COBRA Payment . Upon termination of the Term and Executive’s employment hereunder pursuant to Sections 5(a), (c), or (e), the Company shall pay the cost to Executive as such costs become due for continuation coverage under COBRA (hereinafter referred to as the “ Termination COBRA Payments ”) during the Continuation Period (as hereafter defined). The Continuation Period shall be the period commencing on the date of Executive’s termination hereunder and ending on the earlier of the date Executive becomes employed by another employer or twelve (12) months after the date of such termination. Executive is required to provide the Company with written notice when Executive becomes employed by another employer.

          (h) Employment . Upon termination of the Term and Executive’s employment hereunder for any reason, Executive shall be deemed to have voluntarily resigned from the Board and any and all positions he holds as an officer or director of the Company or any affiliate.

          (i) 409A . Notwithstanding any provision of this Agreement to the contrary, if all or any portion of the payments and/or benefits due under this Section 5 are determined to be “nonqualified deferred compensation” subject to Section 409A of the United States Internal

Revenue Code of 1986, as amended (the “ Code ”), and the Company determines that Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and the final regulations promulgated thereunder (the “ Treasury Regulations ”) and other guidance issued thereunder, then such payments and/or benefits (or portion thereof) shall commence no earlier than the first day of the seventh month following Executive’s termination of employment (with the first such payment being a lump sum equal to the aggregate payments and/or benefits Executive would have received during such six-month period if no such payment delay had been imposed). For purposes of this Section 5, “termination of employment” shall mean Executive’s “separation from service”, as defined in Section 1.409A-1(h) of the Treasury Regulations, including the default presumptions thereunder.

          (j) Other Severance Pay . Other than as stated in this Section 5, Executive shall not be entitled to, and the Company shall not pay, any severance pay or benefits under any other plan, program or policy of the Company (including, without limitation, no Discretionary Bonus for the year of termination).

          (k) Definitions . As used in this Agreement, and unless the context requires a different meaning, the following terms, when capitalized, have the meaning indicated:

               (i) “ Cause ” shall mean: (A) the willful and continued failure of Executive to perform substantially Executive’s duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive’s duties, or (B) the willful engaging by Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company.

               For purpose of this provision, no act or failure to act, on the part of Executive, shall be considered willful unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. The termination of employment of Executive shall not be deemed to be for cause unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, Executive is guilty of the conduct described in subparagraph (A) or (B) above and specifying the particulars thereof in detail.

               (ii) “ Change of Control ” shall mean the first to occur of any of the following dates: (A) the date a Corporate Event is consummated; (B) the date any person (as such term is used in Section 13(d) of the Securities Exchange Act of 1934, hereinafter the “ 1934 Act ”), other than one or more trusts established by the Company for the benefit of employees of the C