INDEX TO EXHIBITS  

Exhibit 

Number 

Exhibit Name 

  2.1 

Agreement and Plan of Merger, dated as of September 20, 1997, by and among the Company, ACS   

Acquisition Corp. and Computer Data Systems, Inc., filed as Exhibit 2.1 to the Company's Form S 4 

(Registration No. 333 40351) ( Form S 4 ) and incorporated herein by reference. 

 3.1 

Certificate of Incorporation of the Company, filed as Exhibit 3.1 to the Company's Registration Statement 

on Form S 3 dated March 30, 2001 (Registration No. 333 58038) ( Form S 3 ) and incorporated herein 

by reference. 

3.2 

Certificate Of Correction to Certificate of Amendment of Affiliated Computer Services, Inc. dated 

August 30, 2001. 

3.3 

Bylaws of the Company, as amended and in effect on August 13, 2002. 

  4.1 

Form of New Class A Common Stock Certificate, filed as Exhibit 4.3 to the Company's Form S 1   

(Registration No. 333 79394) ( Form S 1 ) and incorporated herein by reference. 

4.2 

Rights Agreement, dated April 2, 1999, between the Company and First City Transfer Company, as Rights   

Agent, filed as Exhibit 4.1 to the Company's Report on Form 8 K dated May 19, 1999 and incorporated 

herein by reference. 

4.3 

Indenture, dated as of March 20, 1998, between Affiliated Computer Services, Inc., as issuer and U.S. Trust   

Company of Texas, N.A. as trustee, filed as Exhibit 4.1 to the Company's Report on Form 8 K dated 

March 20, 1998 and incorporated herein by reference. 

4.4 

Registration Rights Agreement, dated as of March 17, 1998, between Affiliated Computer Services, Inc.   

and Goldman, Sachs & Co., Bear, Stearns & Co. Inc., Smith Barney Inc., Hambrecht & Quist LLC, 

Donaldson, Lufkin & Jenrette Securities Corporation and Prudential Securities Incorporated, filed as 

Exhibit 4.2 to the Company's Report on Form 8 K dated March 20, 1998 and incorporated herein by 

reference. 

      4.5 

Indenture dated as of February 21, 2001, by and between the Company, as Issuer, and U.S. Trust Company   

of Texas, N.A., as Trustee, relating to the Company s 3.5% Convertible Subordinated Notes due 

February 15, 2006, filed as Exhibit 4.1 to the Company s Form S 3 and incorporated herein by 

reference. 

      4.6 

Registration Rights Agreement, dated February 21,2001, by and between the Company and Goldman, 

Sachs & Co., as representative of the several purchasers named therein relating to the Company s 3.5% 

Convertible Subordinated Notes due February 15, 2006, filed as Exhibit 4.4 to the Company s Form S 3 

and incorporated herein by reference. 

       4.7 

Specimen Note for the Company's 3.5% Convertible Subordinated Notes due February 15, 2006, filed as   

Exhibit 4.2 to the Company's Form S 3 and incorporated herein by reference. 

4.8 

Amendment No. 1 to First Amended and Restated Rights Agreement dated as of February 5, 2002, by and   

between the Company and First City Transfer Company, filed as Exhibit 4.1 to the Company s Current 

Report on Form 8 K dated February 6, 2002 and incorporated herein by reference. 

     10.1 

Amended Stock Option Plan of the Company, filed as Exhibit 10.1 to the Company's Form S 1 and 

incorporated herein by reference. 

    10.2 

1997 Stock Incentive Plan of the Company, filed as Appendix to the Company's Joint Proxy Statement /   

Prospectus filed as Form 14A dated November 14, 1997 and incorporated herein by reference. 

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