SENIOR EXECUTIVE AGREEMENT

SENIOR EXECUTIVE AGREEMENT

Senior Executive Agreement (the “ Agreement ”) made this 27th day of September, 2009, among Affiliated Computer Services, Inc. (the “ Company ”), Xerox Corporation (“ Parent ”) and Tom Burlin (the “ Executive ”).

WHEREAS, the Executive and the Company are currently parties to that certain Change of Control Agreement made and effective as of June 9, 2008, as amended December 23, 2008 (the “ Prior Change of Control Agreement ”);

WHEREAS, the Company, Parent and a subsidiary of Parent (the “ Merger Sub ”) have, as of the date hereof, entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) pursuant to which the Company will merge with and into the Merger Sub, and the stock of the Company will be converted into the stock of Parent (as well as the right to receive certain cash consideration) through a merger (the “ Merger ”);

WHEREAS, it is the intention of the parties that effective upon, and subject to the occurrence of, the Merger, this Agreement shall exchange and settle in all respects, the Prior Change of Control Agreement which shall thereupon cease to be of further force or effect.

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements of the parties contained herein, the parties hereto agree as follows:

From and after the Effective Time (as defined in the Merger Agreement), reference to the Company herein shall be deemed to refer to the surviving entity in connection with the Merger.

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

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

2.   Effective Time; Term . This Agreement shall constitute a binding obligation of the parties as of the date hereof, but the operative provisions of this Agreement shall only become effective as of the Effective Time; provided, however, that this Agreement will be null and void ab initio and of no further force or effect (and the Prior Change of Control Agreement shall be deemed to thereupon remain in effect) if the Merger Agreement is terminated prior to the Effective Time.  Upon the effectiveness of this Agreement upon the occurrence of the Effective Time, the Prior Change of Control Agreement shall cease to have any further force or effect and shall be deemed replaced in its entirety by this Agreement.  The parties agree that no payments or benefits shall be provided pursuant to the Prior Change of Control Agreement unless and until this Agreement is terminated due to the termination of the Merger Agreement without the Effective Time having occurred.

3.   Position; Base Salary; Annual Bonus; Employee Benefits; LTIP .

(a)   Position . Upon the Effective Time and until the third anniversary of the Effective Time, the Executive shall have such title, duties and general responsibilities as are comparable to the title, duties and general responsibilities of the Executive as of the date of this Agreement and the Executive’s primary place of employment will remain within a reasonable commuting distance of the location of Executive’s primary place of employment as was applicable to the Executive as of the date of this Agreement, subject to travel in the course of performing the Executive’s duties for the Company or any of its subsidiaries.

(b)   Base Salary . Upon the Effective Time and during the Executive’s employment with the Company or any of its subsidiaries, the Company shall pay the Executive a base salary at the annual rate of $600,000 (the “ Base Salary ”), payable in regular installments in accordance with the Company’s usual payment practices.  The Executive’s Base Salary shall not in any way be reduced below this rate from the period between the Effective Time and the third anniversary of the Effective Time.

(c)   Annual Bonus . For the 2009 and 2010 calendar years, the Executive will:

The Target Bonus and Maximum Bonus will each be based upon the achievement of performance objectives established by the Board of Directors of Parent (the “ Parent Board ”) generally within the first three months of such calendar year, which performance objectives will be determined by Parent based upon Parent’s guidelines and ordinary course process for other senior executives of Parent and its subsidiaries.  For any calendar year following the calendar year in which the Effective Time occurs, the Executive will be eligible for a Target Bonus and a Maximum Bonus in accordance with Parent’s annual incentive plan on the same basis as is generally made available to other senior executives of Parent and its subsidiaries. The Annual Bonus, if any, shall be paid to the Executive when annual bonuses are generally paid to other executives of the Company but in no event later than two and one-half (2.5) months after the end of the fiscal or calendar year, as applicable.

(d)   Employee Benefits . Subject to the Executive’s continued employment with the Company or any of its subsidiaries, the Executive will be entitled to the following:

(e)    Equity Awards . Beginning in the 2010 calendar year, the Executive will become eligible to participate in Parent’s Long Term Incentive Program (“ LTIP ”) on the same basis as is generally made available to other senior executives of the Parent and its subsidiaries.  The Executive will be eligible to receive awards under the LTIP at the discretion of senior management at Parent based on the Executive’s performance and contribution in relation to the Executive’s peers in comparable positions at Parent and its subsidiaries.

4.   Merger Benefits . Upon the Effective Time, the Executive shall be entitled to the benefits provided herein.

(a)   Merger Cash Payments . Subject to the Executive’s continued employment with the Company through the dates set forth below (each a “ Merger Cash Payment Date ”), the Company shall pay the Executive an aggregate cash amount equal to the sum of (i) $3,104,100 plus (ii) $900,000 multiplied by a fraction, the numerator of which shall be the number of days the Executive was employed by the Company in the fiscal year of the Company in which the Effective Time occurs and the denominator of which shall be 365 (collectively, the “ Merger Cash Payments ”). The Merger Cash Payments are intended to correspond to the amounts due under the Prior Change of Control Agreement.

The Merger Cash Payments shall be paid to the Executive as set forth below:

(1) Subject to the Executive’s continued employment with the Company through the second anniversary of the Effective Time, fifty percent (50%) of the Merger Cash Payments shall be payable in a lump sum in cash as soon as practicable but not later than ten (10) business days after the second anniversary of the date of the Effective Time; and

(2) Subject to the Executive’s continued employment with the Company through the third anniversary of the Effective Time, fifty percent (50%) of the Merger Cash Payments shall be payable in a lump sum in cash as soon as practicable but not later than ten (10) business days after the third anniversary of the date of the Effective Time.

Notwithstanding the foregoing, in the event the Executive’s employment with the Company is terminated by the Company without Cause, by the Executive for Good Reason or due to death or Disability on or prior to the third anniversary of the date of the Effective Time, subject to the Executive’s execution and delivery of a general release of claims in a customary form (which shall not include any additional restrictive covenants) reasonably satisfactory to the Company (and expiration of any applicable revocation periods), the Executive shall be paid an amount equal to any remaining unpaid Merger Cash Payments no later than 30 days following such termination of employment.

(b)   Pre-August 2009 Option Grants .  All outstanding options to purchase Company common stock held by the Executive and which were granted prior to August of 2009 (the “ Pre-August Options ”) shall be immediately, and fully vested and exercisable upon the occurrence of the Effective Time and converted into options to acquire Parent common stock as set forth in the Merger Agreement and shall remain outstanding and exercisable in accordance with their terms.

(c)   August 2009 Option Grants .  With respect to all outstanding options to purchase Company common stock held by the Executive and which were granted in, or after, August of 2009 (the “ August Options ”), upon the Effective Time all such August Options shall be converted into options to acquire Parent common stock as set forth in the Merger Agreement, except that the Executive hereby waives any accelerated vesting of the August Options in connection with the Merger or the transactions contemplated thereby.  Following the Effective Time, the August Options will continue to vest according to the vesting schedule set forth in the Option Agreement applicable to the August Options (the “ Option Agreement ”), provided that (A) if the performance goals associated with “target” level performance under the PSs described in Section 3(d) below are cumulatively achieved, any remaining unvested August Options that the Executive holds will become vested on the third anniversary of the Effective Time and (B) if the Executive’s employment is terminated by the Company without Cause, by the Executive for Good Reason or due to death or Disability, all outstanding August Options, whether or not vested, shall become immediately vested and exercisable.  The August Options shall be deemed to be amended hereby to incorporate the terms of this Section 3(c) .  All terms and conditions with respect to the August Options shall be governed by the Company’s Amended and Restated 2007 Equity Incentive Plan and the Option Agreement, including any amendments thereto and as amended hereby.

(d)   Performance Share Grant .  On the Effective Time, the Executive will be entitled to a special one-time grant of performance shares (“ PSs ”) pursuant to the Parent’s December 2007 Amendment and Restatement of the 2004 Performance Incentive Plan (the “ PIP ”) pursuant to which the Executive will be eligible to receive a number of shares of Parent common stock (each, a “ Parent Share ”), subject to, and based upon, the achievement of the relevant performance goals which shall be established on an annual basis for each of the three years in the applicable vesting period, and which shall be set forth on the Grant Date (as defined below) in an award agreement.  The aggregate number of Parent Shares deliverable upon achievement of threshold, target and maximum performance shall be determined as of the Grant Date and shall have an aggregate value on such date equal to:

For purposes of the foregoing, the fair market value of a Parent Share shall be deemed to be the closing price as reported in The Wall Street Journal in the New York Stock Exchange Composite Transactions on the date that the PSs are granted (such date, the “ Grant Date ”).  Such award of PSs shall constitute a promise to deliver (or cause to be delivered) to the Executive, subject to the terms of this Agreement, the PIP and the PS award agreement pursuant to which it is granted, a number of Parent Shares based on the foregoing schedule as soon as reasonably practicable following vesting (the date of vesting, the “ Vesting Date ”).

The Vesting Date will be the third anniversary of the Effective Time, subject to achievement of the relevant performance goals set forth in the PS award agreement.  All terms and conditions with respect to the PSs shall be governed by the PIP and the PS award agreement pursuant to which such PSs are granted, which shall be consistent in all respects with this Section 3(d) .  Such award agreement shall be substantially in the form attached as Exhibit B hereto.

(e)   Effect on Existing Plans . All change of control provisions applicable to the Executive and contained in any plan, program, agreement or arrangement maintained on or after the date hereof by the Company (including, but not limited to, any stock option, restricted stock or pension plan) shall remain in effect for such period after the date of the Merger as is necessary to carry out such provisions and provide the benefits payable thereunder, and may not be altered in a manner which adversely affects the Executive without the Executive’s prior written approval (except as modified hereby).  The compensation payable to Executive hereunder shall not be considered part of the Executive’s earnings for purposes of calculating current or future benefits under any compensation or benefit programs maintained or sponsored by the Company or any of its affiliates, including retirement plans, 401(k) plans and other benefit plans.

5.   Mitigation . The Executive shall not be required to seek other employment after the Merger and any compensation earned from other employment shall not reduce the amounts otherwise payable under this Agreement.

6.   Gross-up .

(a)   In the event it shall be determined that any payment, benefit or distribution (or combination thereof) by the Company or Parent, or any trust established by the Company, Parent or any other person or entity for the benefit of its employees, to or for the benefit of the Executive whether payable pursuant to the terms of this Agreement (excluding any LTIP grants made to Executive following the date hereof, but including any PSs awarded pursuant to Section 4(d)) or pursuant to the terms of any compensatory arrangement between the Company and Executive made prior to the date hereof and disclosed pursuant to the Company Disclosure Letter in the Merger Agreement (a “ Payment ”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code and any interest or penalties are incurred by the Executive with respect to such excise tax (the excise tax, together with interest and penalties thereon, hereinafter collectively referred to as the “ Excise Tax ”), the Executive shall be entitled to receive an additional payment (a “ Gross-up Payment ”) in an amount such that after payment by the Executive of all taxes, including, without limitation, any income taxes and the Excise Tax imposed upon the Gross-up Payment, the Executive retains an amount of the Gross-up Payment equal to the Excise Tax imposed upon the Payments. For purposes of this Section 6 , any such Gross-up Payment shall in no event be paid later than the end of the calendar year following the calendar year in which such taxes have been remitted by the Executive.

(b)   Subject to the provisions of Section 6(c) , all determinations required to be made under this Section 6, including whether and when a Gross-up Payment is required and the amount of such Gross-up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Ernst & Young LLP or, if mutually agreed by Executive and Parent, such other nationally recognized certified public accounting firm as may be agreed to by the Executive and Parent (the “ Accounting Firm ”). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-up Payment, as determined pursuant to this Section 6 , shall be paid by the Company to the Executive as soon as practicable but not later than ten (10) business days after the receipt of the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall so indicate to the Executive in writing. Any determination by the Accounting Firm shall be binding upon the Company and the Executive.

(c)   The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-up Payment. Such notification shall be given no later than ten (10) business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of the claim and the date of requested payment. The Executive shall not pay the claim prior to the expiration of the thirty (30) day period following the date on which it gives notice to the Company. If the Company notifies the Executive in writing prior to the expiration of the period that it desires to contest such claim, the Executive shall:

Without limitation on the foregoing provisions of this Section 6(c) , the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine provided , however , that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of the contest; provided , further , that if the Company directs the Executive to pay any claim and sue for a refund, the Company shall advance the amount of the payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to the advance or with respect to any imputed income with respect to the advance.

(d)   In the event that the Company exhausts its remedies pursuant to Section 6(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Gross-up Payment required and such payment shall be promptly paid by the Company to or for the benefit of the Executive.

(e)   If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 6(c) , the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 6(c) , a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-up Payment required to be paid.

7.   Termination of Employment .

(a)   Nothing in this Agreement shall be construed to prevent the Company from terminating the Executive’s employment for Cause.  Following the third anniversary of the Effective Time, the Executive shall be eligible to participate in Parent’s severance plans, policies and arrangements on the same basis as is generally made available to other senior executives of the Parent and its subsidiaries.  The Company shall also reimburse all reasonable expenses, after receiving a bill for such expenses, that are incurred by the Executive for professional outplacement services by qualified consultants selected by the Company for a period of twelve (12) months following a termination of Executive’s employment by the Company without Cause or by the Executive for Good Reason that occurs prior to the third anniversary of the Effective Time.  In no event shall any such reimbursements of reasonable expenses for outplacement services be paid later than 90 days after the end of the taxable year in which such outplacement services are provided to the Executive hereunder.

(b)   In the event the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive for Good Reason prior to the third anniversary of the Effective Time, until the earlier of the third anniversary of the Effective Time or the date on which the Executive becomes employed by a new employer, the Company shall, at its expense, provide the Executive with medical, dental, life insurance, disability and accidental death and dismemberment benefits (“ Insurance Benefits ”) at the level provided to active employees of the Company (which shall in no event be less favorable than the Insurance Benefits that the Executive would have been entitled to receive pursuant to Section 3(d) hereof); provided, however, that if the Executive becomes employed by a new employer which maintains Insurance Benefits that either (i) do not cover the Executive with respect to a pre-existing condition which was covered under the Company’s Insurance Benefits, or (ii) do not cover the Executive for a designated waiting period, the Executive’s coverage under the Company’s Insurance Benefits shall continue, without limitation, until the earlier of the end of the applicable period of noncoverage under the new employer’s Insurance Benefits or the third anniversary of the Effective Time.

8.   Indemnification; Director’s and Officer’s Liability Insurance . The Executive shall, after the Effective Time, retain all rights to indemnification under applicable law or under the Company’s Certificate of Incorporation or Bylaws, as they may be amended or restated from time to time. In addition, the Company shall maintain Director’s and Officer’s liability insurance on behalf of the Executive, at the level in effect immediately prior to the Effective Time, for the five (5) year period immediately following the Effective Time.

9.   Executive Covenants .

(a)             Following the Effective Time, the Executive shall not disclose to any person, or use to the significant disadvantage of any of the Company, any non-public information relating to business plans, marketing plans, customers or employees of the Company other than information the disclosure of which cannot reasonably be expected to adversely affect the business of the Company.

(b)   The Executive acknowledges and agrees that a material aspect of Parent’s decision to enter into the Merger Agreement is the acquisition of the Company’s goodwill for the purpose of carrying on a business that is similar to the business of the Company.  The Executive further acknowledges that in the course of the Executive’s continued employment with the Company, the Company will provide the Executive with Confidential Information (as defined in Exhibit C hereto). Therefore, in consideration for the compensation and benefits and Confidential Information to be provided to the Executive hereunder, and as a condition of the Executive’s continued employment following the Effective Time, the Executive hereby agrees to be bound by the confidentiality, invention assignment, non-competition and non-solicitation agreement attached as Exhibit C.

10.   Disputes . Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitrati