AMENDMENT NO. 1 TO SEVERANCE AGREEMENT

Exhibit 10.1

AMENDMENT NO. 1 TO
SEVERANCE AGREEMENT

     This Amendment No. 1 to Severance Agreement, dated as of the 2 ^nd day of February, 2005 (this “Amendment”), is entered into by and between Affiliated Computer Services, Inc., a Delaware corporation (“Company”) and [Name], [Title] of the Company (“Executive”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Severance Agreement (defined below).

RECITALS:

     WHEREAS, Company and Executive previously entered into that Severance Agreement on March 1, 2004 (the “Severance Agreement”) providing for certain protections in the event of a Change of Control of the Company.

     WHEREAS, the American Jobs Creation Act of 2004 (Pub. Law No. 108-357, 118 Stat. 1418) was signed into law on October 22, 2004 (the “AJCA”); Section 885 of the AJCA creates new Section 409A of the Internal Revenue Code the (“Code”) which provides rules related to nonqualified deferred compensation.

     WHEREAS, the Company and Executive desire to amend certain provisions