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Amendment No. 2 To Supplemental Executive Retirement Agreement

This is an actual contract by Affiliated Computer Services.

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Sectors: Computer Software and Services
Governing Law: Texas, View Texas State Laws
Effective Date: June 30, 2005
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Exhibit 10.1


This Amendment No. 2 to Supplemental Executive Retirement Agreement is made and entered into to be effective as of the 30 th day of June, 2005 (this " Amendment" ), between Affiliated Computer Services, Inc. (the " Company" ) and Darwin Deason (the " Executive" ). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement (defined below).


WHEREAS, the Executive and the Company entered into the Supplemental Executive Retirement Agreement on December 15, 1998 to be effective as of the first day of December, 1998, amended by Amendment No. 1 to Supplemental Executive Retirement Agreement effective as of August 11, 2003 (the " Agreement" ); and

WHEREAS, the Compensation Committee of the Board of Directors of the Company has approved and the Executive and the Company desire to amend certain provisions of the Agreement.

NOW, THEREFORE, in consideration of the foregoing, and intending to be legally bound hereby, the Executive and the Company hereby agree as follows:

Section 1. Amendment of Section 1(p) . Section 1(p) is hereby replaced in its entirety with the following:

" (p) " Normal Retirement Date" shall mean the date Executive terminates his employment under that certain Employment Agreement dated Febru
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