Amendment No. 1 to Affiliated Computer Services, Inc. 1997 Stock Incentive Plan

EXHIBIT 4.6

Amendment No. 1 to
Affiliated Computer Services, Inc.
1997 Stock Incentive Plan

     This Amendment No. 1 to the Affiliated Computer Services, Inc. 1997 Stock Incentive Plan (the “Plan”) is made to be effective as of the 28 ^th day of October, 2004 (“Amendment”).

RECITALS:

     WHEREAS, the Plan was originally adopted by the Affiliated Computer Services, Inc. (the “Company”) Board of Directors on August 5, 1997 and approved by the shareholders of the Company on December 16, 1997; and

     WHEREAS, Section 3 of the Plan provides a formula that permits the Company’s Board of Directors to periodically increase the number of shares available for issuance pursuant to the Plan; and

     WHEREAS, pursuant to the new corporate governance standards of the New York Stock Exchange (“NYSE”) contained in Section 303A of the NYSE’s Listed Company Manual, any equity compensation plan that contai