Pledge And Security Agreement

EXHIBIT 10.2 PLEDGE AND SECURITY AGREEMENT Dated as of March 20, 2006 among Affiliated Computer Services, Inc.
as Grantor and Each Other Grantor that is a Domestic Subsidiary
From Time to Time Party Hereto and Citicorp USA, Inc.
as Administrative Agent Weil, Gotshal & Manges LLP 767 Fifth AvenueNew York, New York 10153-0119


TABLE OF CONTENTS Page Article I Defined Terms 1 Section 1.1 Definitions 1 Section 1.2 Certain Other Terms 6 Article II Grant of Security Interest 7 Section 2.1 Collateral 7 Section 2.2 Grants of Security Interests in Collateral 8 Section 2.3 Cash Collateral Accounts 8 Article III Representations and Warranties 8 Section 3.1 Title; No Other Liens 8 Section 3.2 Perfection and Priority 8 Section 3.3 Jurisdiction of Organization; Chief Executive Office 9 Section 3.4 Inventory and Equipment 9 Section 3.5 Pledged Collateral 9 Section 3.6 Accounts 10 Section 3.7 Intellectual Property 10 Section 3.8 Deposit Accounts; Securities Accounts 11 Section 3.9 Commercial Tort Claims 11 Article IV Covenants 11 Section 4.1 Generally 11 Section 4.2 Maintenance of Perfected Security Interest; Further Documentation 11 Section 4.3 Changes in Locations, Name, Etc 12 Section 4.4 Pledged Collateral 12 Section 4.5 Accounts 14 Section 4.6 Delivery of Instruments and Chattel Paper 14 Section 4.7 Intellectual Property 15 Section 4.8 Vehicles 16 Section 4.9 Payment of Obligations 17 Section 4.10 Insurance 17 Section 4.11 Notice of Commercial Tort Claims 17 Article V Remedial Provisions 18 Section 5.1 Code and Other Remedies 18 Section 5.2 Accounts and Payments in Respect of General Intangibles 18 Section 5.3 Pledged Collateral 19 Section 5.4 Proceeds to be Turned Over To Administrative Agent 20 Section 5.5 Registration Rights 21 Section 5.6 Deficiency 22 Article VI The Administrative Agent 22 Section 6.1 Administrative Agent' s Appointment as Attorney-in-Fact 22 Section 6.2 Duty of Administrative Agent 23 Section 6.3 Authorization of Financing Statements 24 Section 6.4 Authority of Administrative Agent 24

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TABLE OF CONTENTS
(continued) Page Article VII Miscellaneous 24 Section 7.1 Amendments in Writing 24 Section 7.2 Notices 25 Section 7.3 No Waiver by Course of Conduct; Cumulative Remedies 25 Section 7.4 Successors and Assigns 25 Section 7.5 Counterparts 25 Section 7.6 Severability 25 Section 7.7 Section Headings 26 Section 7.8 Entire Agreement 26 Section 7.9 Governing Law 26 Section 7.10 Additional Grantors 26 Section 7.11 Release of Collateral 26 Section 7.12 Reinstatement 27

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TABLE OF CONTENTS
(continued) Annexes and Schedules Annex 1 Form of Pledge AmendmentAnnex 2 Form of Joinder AgreementAnnex 3 Form of Short Form Intellectual Property Security Agreement Schedule 1 Jurisdiction of Organization; Principal Executive OfficeSchedule 2 Pledged CollateralSchedule 3 FilingsSchedule 4 Location of Inventory and EquipmentSchedule 5 Intellectual PropertySchedule 6 Commercial Tort Claims

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Pledge and Security Agreement , dated as of March 20, 2006, by Affiliated Computer Services, Inc. (the " Company" ) and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 7.10 (Additional Grantors) (each a " Grantor" and, collectively, the " Grantors" ), in favor of Citicorp USA, Inc. (" CUSA" ), as agent (in such capacity, the " Administrative Agent" ) for the Secured Parties (as defined in the Credit Agreement referred to below). W i t n e s s e t h: Whereas, pursuant to the Credit Agreement, dated as of March 20, 2006 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the " Credit Agreement" ), among the Company and certain of its subsidiaries (collectively, the " Borrowers" ), the Lenders and Issuers party thereto and CUSA, as agent for the Lenders and Issuers, the Lenders and the Issuers have severally agreed to make extensions of credit to the Borrowers upon the terms and subject to the conditions set forth therein; Whereas, the Grantors are party to a Guaranty pursuant to which they have guaranteed the Guaranteed Obligations (as defined in the Guaranty); and Whereas, it is a condition precedent to the obligation of the Lenders and the Issuers to make their respective extensions of credit to the Borrowers under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Administrative Agent; Now, therefore, in consideration of the premises and to induce the Lenders, the Issuers and the Administrative Agent to enter into the Credit Agreement and to induce the Lenders and the Issuers to make their respective extensions of credit to the Borrowers thereunder, each Grantor hereby agrees with the Administrative Agent as follows: ARTICLE I Defined Terms Section 1.1 Definitions (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein have the meanings given to them in the Credit Agreement. (b) Terms used herein without definition that are defined in the UCC have the meanings given to them in the UCC, including the following terms (which are capitalized herein):" Account Debtor"
" Account"
" Certificated Security"
" Chattel Paper"
" Commercial Tort Claim"
" Commodity Account"
" Deposit Account"
" Documents"
" Entitlement Holder"
" Entitlement Order"
" Equipment"

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Pledge and Security Agreement
Affiliated Computer Services, Inc." Financial Asset"
" General Intangible"
" Goods"
" Instruments"
" Inventory"
" Investment Property"
" Letter-of-Credit Right"
" Proceeds"
" Securities Account"
" Security"
" Security Entitlement" (c) The following terms shall have the following meanings: " Additional Pledged Collateral" means any Pledged Collateral acquired by any Grantor after the date hereof and in which a security interest is granted pursuant to Section 2.2 (Grants of Security Interests in Collateral) , including, to the extent a security interest is granted therein pursuant to Section 2.2 (Grants of Security Interests in Collateral) , (i) all Stock and Stock Equivalents of any Person that are acquired by any Grantor after the date hereof, together with all certificates, instruments or other documents representing any of the foregoing and all Security Entitlements of any Grantor in respect of any of the foregoing, (ii) all additional Indebtedness from time to time owed to any Grantor by any obligor on the Pledged Debt Instruments and the Instruments evidencing such Indebtedness and (iii) all interest, cash, Instruments and other property or Proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any of the foregoing. " Additional Pledged Collateral" may be General Intangibles, Instruments or Investment Property. " Agreement" means this Pledge and Security Agreement. " Collateral" has the meaning specified in Section 2.1 ( Collateral ). " Copyright Licenses" means any agreement, contract, instrument or other documents, whether written or oral, naming any Grantor as licensor or licensee granting any right under any Copyright, including the grant of any right to copy, publicly perform, create derivative works, manufacture, distribute, exploit or sell materials derived from any Copyright. " Copyrights" means (a) all copyrights and mask works rights arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished, all registrations and recordings thereof and all applications in connection therewith, including all registrations, recordings and applications in the United States Copyright Office or in any foreign counterparts thereof, and (b) the right to obtain all renewals thereof. " Credit Agreement Obligations" means " Secured Obligations" as defined in the Credit Agreement; provided , however , that " Credit Agreement Obligations" shall not include any of the Existing Note Obligations. " Excluded Benefit Plan Assets" means all assets in any irrevocable trust, which any Group Member has established as a grantor for the benefit of current or former highly compensated employees, associated with the funding of any employee benefit plans within the

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Pledge and Security Agreement
Affiliated Computer Services, Inc.meaning of Section 3(2) of ERISA, including any trusts relating to executive deferred compensation plans or agreements maintained, sponsored or contributed to by any Group Member. " Excluded Equity" means any Voting Stock in excess of 65% of the total outstanding Voting Stock of (a) any direct Subsidiary of any Grantor that is (i) a Foreign Regarded Subsidiary or (ii) a Disregarded Entity that owns more than 65% or more of the Voting Stock of a Foreign Regarded Entity or (b) ACS Global, Inc. For the purposes of this definition, " Voting Stock" means, as to any issuer, the issued and outstanding shares of each class of capital stock or other ownership interests of such issuer entitled to vote (within the meaning of Treasury Regulations a7 1.956-2(c)(2)). " Excluded Property" means, collectively, (i) Excluded Equity, (ii) any permit, lease, license, contract, instrument or other agreement held by any Grantor that prohibits or requires the consent of any Person other than any Borrower and its Affiliates as a condition to the creation by such Grantor of a Lien thereon, or any permit, lease, license contract, instrument or other agreement held by any Grantor to the extent that any Requirement of Law applicable thereto prohibits the creation of a Lien thereon, but only, in each case, to the extent, and for so long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the UCC or any other Requirement of Law, (iii) any " intent to use" Trademark applications for which a statement of use has not been filed (but only until such statement is filed), (iv) Equipment owned by any Grantor that is subject to a purchase money Lien or a Capital Lease if the contract or other agreement in which such Lien is granted (or in the documentation providing for such Capital Lease) prohibits or requires the consent of any Person other than any Borrower and its Affiliates as a condition to the creation of any other Lien on such Equipment, (v) Excluded Benefit Plan Assets and (vi) any Collateral deemed to be " Excluded Property" under Section 2.2(c) ; provided , however , " Excluded Property" shall not include any Proceeds, substitutions or replacements of Excluded Property (unless such Proceeds, substitutions or replacements would constitute Excluded Property). " Existing Indenture" means the Indenture, dated as of June 6, 2005, between the Company and The Bank of New York Trust Company, N.A., as trustee, as supplemented by the First Supplemental Indenture and the Second Supplemental Indenture. " Existing Note" means each of the notes issued under and governed by the Existing Indenture. " Existing Note Obligations" means all obligations of the Company under the Existing Notes. " First Supplemental Indenture" means the First Supplemental Indenture, dated June 6, 2005, between the Company and The Bank of New York Trust Company, N.A., as trustee, but not as thereafter may be supplemented or amended. " Intellectual Property" means, collectively, (a) all rights, title, interests, priorities and privileges of any Grantor relating to intellectual and industrial property, whether arising under United States, multinational or foreign laws or otherwise, including Copyrights, Patents, Trademarks, trade secrets, Internet domain names, websites, advertising rights, rights in designs, including registrations thereof, and all rights in data and (b) all rights to income, royalties, proceeds and damages now or hereafter due and/or payable under and with respect thereto,

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Pledge and Security Agreement
Affiliated Computer Services, Inc.including all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom. " Intellectual Property Licenses" means, collectively, Copyright Licenses, Patent Licenses, and Trademark Licenses. " Intercompany Note" means any promissory note evidencing loans made by any Grantor or any of its Subsidiaries to any of its Subsidiaries or another Grantor. " Licensed Material Intellectual Property" means Intellectual Property licensed to a Grantor (including Patent Licenses, Trademark Licenses and Copyright Licenses) and material to the Group Members, taken as a whole. " LLC" means each limited liability company in which a Grantor has an interest, including those set forth on Schedule 2 ( Pledged Collateral ). " LLC Agreement" means each operating agreement with respect to a LLC, as each agreement has heretofore been, and may hereafter be, amended, restated, supplemented or otherwise modified from time to time. " Material Intellectual Property" means the Owned Material Intellectual Property and the Licensed Material Intellectual Property. " Owned Material Intellectual Property" means Intellectual Property owned by a Grantor and material to the Group Members, taken as a whole. " Partnership" means each partnership in which a Grantor has an interest, including those set forth on Schedule 2 ( Pledged Collateral ). " Partnership Agreement" means each partnership agreement governing a Partnership, as each such agreement has heretofore been, and may hereafter be, amended, restated, supplemented or otherwise modified. " Patents" means (a) all patents and statutory invention registrations of the United States, any other country or any political subdivision thereof and all reissues and extensions thereof, (b) all applications therefor (along with all patents issuing thereon) and all divisionals, continuations and continuations-in-part thereof and reexaminations, extensions and restorations of the foregoing. " Patent License" means all agreements, contracts, instruments or other documents, whether written or oral, providing for the grant by or to any Grantor of any right to manufacture, have manufactured, use, import, sell or offer for sale any invention covered in whole or in part by a Patent. " Pledged Certificated Stock" means all Certificated Securities and any other Stock and Stock Equivalent of a Person evidenced by a certificate, Instrument or other equivalent document, in each case owned by any Grantor, including all Stock listed on Schedule 2 (Pledged Collateral) .

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Pledge and Security Agreement
Affiliated Computer Services, Inc. " Pledged Collateral" means, collectively, the Pledged Stock, Pledged Debt Instruments, any other Investment Property of any Grantor, all chattel paper, certificates or other Instruments representing any of the foregoing and all Security Entitlements of any Grantor in respect of any of the foregoing. Pledged Collateral may be General Intangibles, Instruments or Investment Property. " Pledged Debt Instruments" means all right, title and interest of any Grantor in Instruments evidencing any Indebtedness owed to such Grantor, including all Indebtedness described on Schedule 2 (Pledged Collateral) , issued by the obligors named therein. " Pledged Stock" means all Pledged Certificated Stock and all Pledged Uncertificated Stock. For purposes of this Agreement, the term " Pledged Stock" shall not include any Excluded Equity. " Pledged Uncertificated Stock" means any Stock or Stock Equivalent of any Person that is not a Pledged Certificated Stock, including all right, title and interest of any Grantor as a limited or general partner in any Partnership or as a member of any LLC and all right, title and interest of any Grantor in, to and under any Partnership Agreement or LLC Agreement to which it is a party. " Receivables Collateral" means (a) all accounts receivable and all Proceeds thereof and (b) to the extent not required to secure the Existing Note Obligations under the Supplemental Indentures and to the extent not otherwise included in clause (a) , all Accounts and all Proceeds thereof. " Second Supplemental Indenture" means the Second Supplemental Indenture, dated June 6, 2005, between the Company and The Bank of New York Trust Company, N.A., as trustee, but not as thereafter may be supplemented or amended. " Secured Obligations" means " Secured Obligations" as defined in the Credit Agreement. For purposes of this Agreement, to the extent required under Section 301 of each Supplemental Indenture, until such time as the Company shall cease to be subject to the covenants set forth therein (whether as a result of defeasance (legal or covenant), discharge, waiver, amendment or otherwise), " Secured Obligations" shall expressly include all Existing Note Obligations; provided , however , that such Existing Note Obligations shall not be deemed " Secured Obligations" (a) with respect to the Receivables Collateral and (b) to the extent an exception is otherwise available under the Supplemental Indentures (including, without limitation, under Section 301(a)(ix) or Section 301(c) thereof). " Securities Act" means the Securities Act of 1933, as amended. " Supplemental Indenture" means each of the First Supplemental Indenture and the Second Supplemental Indenture. " Third Party Intellectual Property Rights" means any right, title or interest of any Person under patent, copyright, trademark or trade secret law or any other statutory provision or common law doctrine relating to Intellectual Property.

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Pledge and Security Agreement
Affiliated Computer Services, Inc. " Trademark License" means any agreement, whether written or oral, providing for the grant by or to any Grantor of any right to use any Trademark. " Trademarks" means (a) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and, in each case, all goodwill associated therewith, whether now existing or hereafter adopted or acquired, all registrations and recordings thereof and all applications in connection therewith, in each case whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, or otherwise, and all common-law rights related thereto, and (b) the right to obtain all renewals thereof. " UCC" means the Uniform Commercial Code as from time to time in effect in the State of New York; provided , however , that, in the event that, by reason of mandatory provisions of law, any of the attachment, perfection or priority of the Administrative Agent' s and the Secured Parties' security interests in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term " UCC" shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions. " Vehicles" means all vehicles covered by a certificate of title law of any state. Section 1.2 Certain Other Terms (a) In this Agreement, in the computation of periods of time from a specified date to a later specified date, the word " from" means " from and including" and the words " to" and " until" each mean " to but excluding" and the word " through" means " to and including." (b) The terms " herein," " hereof," " hereto" and " hereunder" and similar terms refer to this Agreement as a whole and not to any particular Article, Section, subsection or clause in this Agreement. (c) References herein to an Annex, Schedule, Article, Section, subsection or clause refer to the appropriate Annex or Schedule to, or Article, Section, subsection or clause in this Agreement. (d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. (e) Where the context requires, provisions relating to any Collateral, when used in relation to a Grantor, shall refer to such Grantor' s Collateral or any relevant part thereof. (f) Any reference in this Agreement to a Loan Document shall include all appendices, exhibits and schedules thereto, and, unless specifically stated otherwise all amendments, restatements, supplements or other modifications thereto, and as the same may be in effect at any time such reference becomes operative. (g) The term " including" means " including without limitation" except when used in the computation of time periods.

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Pledge and Security Agreement
Affiliated Computer Services, Inc. (h) The terms " Lender," " Issuer," " Administrative Agent" and " Secured Party" include their respective successors. (i) References in this Agreement to any statute shall be to such statute as amended or modified and in effect from time to time. ARTICLE II Grant of Security Interest Section 2.1 Collateral For the purposes of this Agreement, all of the following property now owned or at any time hereafter acquired by a Grantor or in which a Grantor now has or at any time in the future may acquire any right, title or interest is collectively referred to as the " Collateral" : (a) all Accounts; (b) all Chattel Paper; (c) all Deposit Accounts; (d) all Documents; (e) all Equipment; (f) all General Intangibles; (g) all Instruments; (h) all Inventory; (i) all Investment Property; (j) all Letter-of-Credit Rights; (k) all Vehicles; (l) the Commercial Tort Claims described on Error! Reference source not found. 6 (Commercial Tort Claims) and on any supplement thereto received by the Administrative Agent pursuant to Section 4.8 (Notice of Commercial Tort Claims) ; (m) all books and records pertaining to the other property described in this Section 2.1 ; (n) all other Goods and personal property of such Grantor, whether tangible or intangible and wherever located; and (o) to the extent not otherwise included, all Proceeds;

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Pledge and Security Agreement
Affiliated Computer Services, Inc. provided, however, that " Collateral" shall not include any Excluded Property; and provided , further , that if and when any property shall cease to be Excluded Property, such property shall be deemed at all times from and after the date hereof to constitute Collateral. Section 2.2 Grants of Security Interests in Collateral (a) Each Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Credit Agreement Obligations of such Grantor, hereby mortgages, pledges and hypothecates to the Administrative Agent for the benefit of the Secured Parties, other than any holder of the Existing Note Obligations in its capacity as such, and grants to the Administrative Agent for the benefit of the Secured Parties, other than any holder of the Existing Note Obligations in its capacity as such, a lien on and security interest in, all of its right, title and interest in, to and under the Receivables Collateral of such Grantor. (b) Each Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of such Grantor, hereby mortgages, pledges and hypothecates to the Administrative Agent for the benefit of the Secured Parties, and grants to the Administrative Agent for the benefit of the Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the Collateral (other than the Receivables Collateral) of such Grantor; provided , however , that, if and when any property that at any time constituted Excluded Property becomes Collateral, the Administrative Agent shall have, and at all times from and after the date hereof be deemed to have had, a security interest in such property. (c) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, any Lien or security interest granted under this Agreement or any other Loan Document on any Collateral consisting of " securities" (as such term is used in Rule 3-16 of Regulation S-X under the Securities Act or any replacement rule or regulation hereafter adopted (" Rule 3-16 of Regulation S-X" )) of any Subsidiary of the Company shall at all times be limited to the greatest portion of such Collateral that would not require the financial statements for such Subsidiary to be filed under Rule 3-16 of Regulation S-X, and the portion of such Collateral in excess thereof shall be deemed " Excluded Property" ; provided , however , that such limitation shall not be applicable (and such Collateral shall not be deemed " Excluded Property" ) (i) if an Event of Default under Section 9.1(f) of the Credit Agreement has occurred and is continuing, (ii) upon written notice by the Administrative Agent if any other Event of Default has occurred and is continuing or (iii) if the Company shall cease to be subject to the covenants set forth in Section 301 of each Supplemental Indenture (whether as a result of defeasance (legal or covenant), discharge, waiver, amendment or otherwise). Section 2.3 Cash Collateral Accounts The Administrative Agent has established a Deposit Account at Citibank, N.A., designated as " Citicorp USA, Inc. [Affiliated Computer Services, Inc.] Cash Collateral Account" . Such Deposit Account shall be a Cash Collateral Account.

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Pledge and Security Agreement
Affiliated Computer Services, Inc. ARTICLE III Representations and Warranties To induce the Lenders, the Issuers and the Administrative Agent to enter into the Credit Agreement, each Grantor hereby represents and warrants each of the following to the Administrative Agent, the Lenders, the Issuers and the other Secured Parties: Section 3.1 Title; No Other Liens Except for the Liens granted to the Administrative Agent pursuant to this Agreement and the other Liens permitted to exist on the Collateral under the Credit Agreement, such Grantor (a) is the record and beneficial owner of the Pledged Collateral pledged by it hereunder constituting Instruments or Certificated Securities, (b) is the Entitlement Holder of all such Pledged Collateral constituting Investment Property held in a Securities Account and (c) has rights in or the power to transfer each other item of Collateral in which a Lien is granted by it hereunder, free and clear of any other Lien. Section 3.2 Perfection and Priority The security interests granted pursuant to this Agreement shall constitute valid and continuing perfected security interests in favor of the Administrative Agent in the Collateral (other than (A) Letters of Credit Rights not constituting Supporting Obligations, (B) cash or Cash Equivalents held in any Deposit Accounts other than any Cash Collateral Account, (C) Securities held in any Securities Accounts and (D) Vehicles) for which perfection is governed by the UCC or filing with the United States Copyright Office or with the United States Patent and Trademark Office upon (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 3 (Filings) and payment of all filing fees, (ii) the execution of a control agreement executed by the Grantor, the Administrative Agent and Citibank, N.A. with respect to the " Citicorp USA, Inc. [Affiliated Computer Services, Inc.] Cash Collateral Account" , which agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and (iii) in the case of Copyrights, Trademarks and Patents, all appropriate filings with respect thereto having been made with the United States Copyright Office or with the United States Patent and Trademark Office, as applicable. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Administrative Agent' s Lien by operation of law or otherwise as permitted under the Credit Agreement. Section 3.3 Jurisdiction of Organization; Chief Executive Office Such Grantor' s jurisdiction of organization, le ...