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EXHIBIT 1.2
PRICING AGREEMENT
Citigroup Global Markets Inc.
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
As Representatives of the
several
Underwriters named in
Schedule I hereto,
c/o Goldman, Sachs & Co.
85 Broad Street,
New York, New York 10004.
June 1, 2005
Ladies and Gentlemen:
Affiliated
Computer Services, Inc., a Delaware corporation (the
"Company"), proposes, subject to the terms
and conditions stated herein and in
the Underwriting Agreement, dated June 1,
2005 (the "Underwriting Agreement"),
between the Company on the one hand and
Goldman, Sachs & Co., Citigroup Global
Markets Inc. and J.P. Morgan Securities
Inc. on the other hand, to issue and
sell to the Underwriters named in Schedule
I hereto (the "Underwriters") the
Securities specified in Schedule II hereto
(the "Designated Securities"). Each
of the provisions of the Underwriting
Agreement is incorporated herein by
reference in its entirety, and shall be
deemed to be a part of this Agreement to
the same extent as if such provisions had
been set forth in full herein; and
each of the representations and warranties
set forth therein shall be deemed to
have been made at and as of the date of
this Pricing Agreement, except that each
representation and warranty which refers to
the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to
be a representation or warranty as of
the date of the Underwriting Agreement in
relation to the Prospectus (as therein
defined), and also a representation and
warranty as of the date of this Pricing
Agreement in relation to the Prospectus as
amended or supplemented relating to
the Designated Securities which are the
subject of this Pricing Agreement. Each
reference to the Representatives herein and
in the provisions of the
Underwriting Agreement so incorporated by
reference shall
