AGREEMENT

1.

Status . Executive will remain an employee of the Company through June 30, 2006. Executive agrees that he resigned as a director and the Chief Executive Officer of the Company and as a director, officer and employee of any of its subsidiaries or affiliates as of September 29, 2005. Following June 30, 2006, Executive will no longer be employed by the Company and will have no further responsibility or obligation to the Company except as specifically imposed by the terms of this Agreement or pursuant to the terms of any benefit plan of the Company under which Executive is covered on or after September 29, 2005. During the period commencing on September 29, 2005 and ending on June 30, 2006, Executive shall assist the Company in connection with the orderly transition of his duties to his successor and on such other matters related to his prior activities at the Company as may be reasonably requested from time to time by the Board of Directors or senior management team of the Company. Subject to his obligations under this Agreement, Executive’s status as an employee of the Company shall not require him to devote any specific minimum amount of time to the Company, impose any duties toward the Company other than as specifically stated herein, or preclude him from engaging in other opportunities for his own benefit, including establishing an investment business as provided in Paragraph 2(G).

2.

Compensation and Benefits .

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Beginning September 29, 2005 and continuing through June 30, 2006, Executive, and his eligible spouse and children as of September 29, 2005, shall be eligible to receive, as a participant in the Affiliated Computer Services, Inc. Executive Benefit Plan (the “Executive Plan”), medical, dental and vision benefits only. Executive shall not be eligible for any other types of benefits otherwise available under the Executive Plan (such as estate planning services, tax planning services and executive physicals). Medical, dental and vision benefits provided to Executive and his eligible spouse and children under the Executive Plan will be provided in accordance with, and subject to, the terms and conditions of the Executive Plan.

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Except as specifically provided herein, after September 29, 2005, the Company will provide no other type of benefits to Executive or his eligible spouse or children, regardless of whether such benefits have previously been offered to Executive or such spouse or children.

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The Company will continue to pay the premiums on two individual disability policies covering Executive, one of which is underwritten by Northwestern Mutual Life and the other of which is underwritten by Lloyds of London (the “Disability Policies”), until the expiration of the current terms of such policies in January 2006 and March 2006, respectively;

(E)

Club Memberships . The Company represents that it has no interest in, and if requested by Executive will quit claim to Executive any interest it might otherwise have in, the membership in Executive’s name at Dallas National Country Club, and if required by club procedures will execute such documents as may be necessary to establish such absolute ownership in Executive and comply with any other applicable club procedures in connection therewith as soon as practicable. Executive agrees that all expenses of such membership shall become the sole responsibility of Executive beginning September 30, 2005. As soon as practicable, Executive shall take all such actions as may be necessary or required by the Company and the club in order to transfer the membership at the Robert Trent Jones Golf Club in Gainesville, Virginia currently maintained in Executive’s name to such person as the Company may designate.

(F)

Administrative Support . Beginning September 30, 2005 and continuing until September 30, 2006, the Company shall furnish to Executive at the Company’s expense the services of (i) Carol Anderson or another secretary acceptable to Executive to work for Executive from Executive’s home office in Dallas, Texas, and (ii) John Zell or another executive assistant acceptable to Executive, provided, however, that Executive agrees to periodically reimburse the Company for one-half of the salary of such executive assistant. The salaries and benefits of such persons shall be as in effect on the date hereof and shall not be increased without the Company’s written consent. Any such increase shall only be made in accordance with the Company’s policies (i.e., salary increases shall not exceed 3% per annum). Such persons may be paid discretionary bonuses under the Company’s discretionary bonus plan only in accordance with Company policy regarding such plan, and at the discretion of the Company. Executive shall be responsible for personal income taxes imposed on him, if any, under applicable tax law in connection with the foregoing arrangements.

(G)

Retention of Executive for M&A Advisory Services . If Executive establishes an investment business (the “Business”) by January 1, 2007, upon the formation thereof the Company shall retain the Business for a two year period for consideration consisting of an annual retainer of $250,000, plus a reasonable and customary success fee for identified and completed transactions or investments as is negotiated between the Company and Executive on a case by case basis.

(H)

Phone/Computer . Through June 30, 2006, Executive shall be entitled to continue his use of his Company provided cell phone and blackberry device, including Company provided service thereunder, at the expense of the Company and in accordance with applicable Company guidelines for such items, and to retain as his personal property such phone and blackberry device thereafter.

3.

Existing Stock Options . Executive’s rights with respect to options granted to Executive under the Company’s stock option plans shall be as follows:

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October 8, 1998 Option No. 352.

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July 11, 2000 Option No. 644.

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July 23, 2002 Option No. 1304.

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July 30, 2004 Option No. 1886.

(B)

Option No. 2324 granted to Executive on March 18, 2005 covering 400,000 shares of Common Stock shall be terminated and cancelled as of September 30, 2005.

(C)

All other options not described above have been exercised by Executive and there are no other grants of options to Executive outstanding.

(A)

The Company and Executive agree that the Company will disclose this Agreement and the terms of this Agreement pursuant to press release and appropriate filings with the Securities and Exchange Commission. Prior to the execution of this Agreement, the Company has provided Executive with an opportunity to review the proposed press release with respect to the subject matter hereof and has taken Executive’s comments into account in connection with the finalization of the release.

(B)

On or before June 30, 2006, or at such other time as may be requested by the Company, Executive will return all of the Company’s property in Executive’s possession including, but not limited to, files, records, manuals, memoranda, documents, keys, access cards, any phone cards, and all of the tangible and intangible property belonging to the Company and relating to Executive’s employment with the Company. Executive will not retain any copies or summaries, electronic or otherwise, of such property, other than Executive’s

own contacts and rolodex lists and other similar information maintained by or for Executive which has a personal aspect of it to Executive.

(C)

Executive shall not disclose to any other person or entity any confidential or proprietary information, as described in subparagraph (D) below and all subsections thereunder, that Executive acquired as an employee, officer or director of the Company or any of its affiliates or subsidiaries, or use such information in any manner that is detrimental to the interest of the Releasees (defined in Paragraph 11 below), except in response to compulsory legal process by a court or governmental agency of competent jurisdiction that requires disclosure of such information. Unless prohibited from doing so by law, Executive will deliver or telefax a copy of such process to the General Counsel of the Company within seven days after receipt of such process. Executive will not disclose the requested information until the last day indicated in the legal process or, if the Company timely and properly objects to or moves to quash the disclosure and notifies Executive that it had so objected or moved, if such objection protects Executive from such disclosure under applicable regulation or law, only when and if such objections are overruled by the relevant Court or other governmental authority.

Executive agrees that all information described in subparagraph (D) is the exclusive property of the Company. Executive agrees to leave all Company property with the Company and cease his use of such property as of September 29, 2005, except to the extent required in connection with his continuing duties as an employee of the Company through June 30, 2006, and will not retain or use any such information, or retain any copy of such information, in any form from and after September 29, 2005, except in connection with such continuing duties. These obligations of confidentiality survive execution of this Agreement and Executive’s termination of employment.

(D)

“Confidential” or proprietary information” as used