UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

Mark One

þ		Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended June 30, 2008

o		Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                     to                     .

AFFILIATED COMPUTER SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware		51-0310342
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)

2828 North Haskell
Dallas, Texas 75204
(Address of principal executive offices)
(Zip Code)
214-841-6111
(Registrant’s telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class		Name of exchange on which registered
Class A common stock, par value $.01 per share		New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o       No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the Act. Yes o      No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements the past 90 days. Yes þ      No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer   o (Do not check if a smaller reporting company)		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

As of October 6, 2008, 90,951,472 shares of Class A common stock and 6,599,372 shares of Class B common stock were outstanding. The aggregate market value of the Class A common voting stock held by nonaffiliates of Affiliated Computer Services, Inc. as of the last business day of the second quarter of fiscal year 2008 approximated $3,941,016,506.

 

 

EXPLANATORY NOTE

     This Amendment No. 1 on Form 10-K/A to the Affiliated Computer Services, Inc. (“we,” “our,” “us,” or the “Company”) Annual Report on Form 10-K for the year ended June 30, 2008 (the “Original Filing”) is being filed to furnish the information required by Items 10, 11, 12, 13 and 14 of Part III of the Original Filing that was to be incorporated by reference from the information contained in the Company’s Definitive Proxy Statement for its 2008 Annual Meeting of the Stockholders, to be filed with the Securities and Exchange Commission (“SEC”). Unless otherwise expressly stated, this Amendment No. 1 does not reflect events occurring after the filing of the Original Filing, or modify or update in any way disclosures contained in the Original Filing.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE OF THE REGISTRANT

Directors

     The following table lists, as of October 10, 2008, the name and principal occupation of each director and the year in which each such person was first elected as a director.

				Served as
				Director
Name		Principal Occupation		Since
Darwin Deason		Chairman of the Board of Directors			1988
Lynn R. Blodgett		President and Chief Executive Officer			2005
Robert Druskin		Investor			2008
Kurt R. Krauss		Investor/Managing Member of Sachem Investments, LLC			2007
Ted B. Miller Jr.		Investor			2007
Paul E. Sullivan		Member, Frost Brown Todd, LLC			2008
Frank Varasano		Investor			2007

Business Experience of each Director

     Set forth below is certain information with respect to each of the directors.

     Darwin Deason, age 68, has served as our Chairman of the Board of Directors since our formation in 1988. Mr. Deason also served as Chief Executive Officer from our formation until February 1999. Prior to our formation, Mr. Deason spent 20 years with MTech Corp., a data processing subsidiary of MCorp, a bank holding corporation based in Dallas, Texas, serving as MTech’s Chief Executive Officer and Chairman of the Board of Directors from 1978 until April 1988, and also serving on the boards of various subsidiaries of MTech and MCorp.

     Lynn R. Blodgett, age 54, has served as President and Chief Executive Officer since November 2006 and has served as a director since September 2005. Mr. Blodgett previously served as Executive Vice President and Chief Operating Officer from September 2005 to November 2006. Prior to that time he had served as Executive Vice President and Group President — Commercial Solutions since July 1999. From March 1990 until July 1999 Mr. Blodgett served as President of ACS Business Process Solutions, Inc. (formerly Unibase Technologies, Inc., an entity that we acquired in 1996).

     Robert Druskin, age 61, has served as a director since March 2008. From December 2006 to December 2007, Mr. Druskin served as Chief Operating Officer of Citigroup and a member of its Office of the Chairman. He was also a member of the Citi Business Heads, Operating, and Management committees. From April 1996 to August 1997 he served as head of Asset Management and the Futures Division. In August 1997, he returned to the position of Chief Administrative Officer and in September 2000 he became Chief Operations and Technology Officer for Citigroup. From August 2002 through December 2003, he was the President and Chief Operating Officer of Citi Markets & Banking and from December 2003 to

December 2006 served as Chief Executive Officer of that business. Prior to Citigroup, Mr. Druskin worked at Smith Barney, which he joined in 1991 as Chief Administrative Officer. Before joining Smith Barney, Mr. Druskin was the Chief Financial Officer of Shearson Lehman Brothers Inc. and Shearson Lehman Brothers Holdings Inc. and a member of its Executive Committee. Mr. Druskin is a member of the Board of Directors of E*Trade Financial Corporation. Mr. Druskin serves on the Rutgers Board of Trustees, the Board of Overseers for the Rutgers University Foundation. Additionally, he is a Trustee of the NYU Downtown Hospital, and is on the Board of Directors of the United Negro College Fund. Mr. Druskin received his B.A. from Rutgers University.

     Kurt R. Krauss, age 58, has served as a director since November 2007. From 1978 to 1992, Mr. Krauss was a partner with Booz Allen Hamilton. He also served on the firm’s Board of Directors. From 1992 to 1997, Mr. Krauss was Managing Partner of the Mead Point Group, a management consulting firm which he founded with offices in Greenwich, Connecticut, and London, England. From 1997 to 2000, he served as Chief Financial Officer of Burson-Marsteller, a leading global public relations and public affairs firm. Currently, Mr. Krauss is the Managing Member of Sachem Investments LLC, an investment company he founded in 2001. Mr. Krauss has served on the Boards of Directors of Zila, Inc., Loudeye Corporation and several not-for-profit organizations. Mr. Krauss received a Master of Science in Industrial Administration from Carnegie-Mellon University and a Bachelor of Arts in Mathematics from Heidelberg College.

     Ted B. Miller Jr., age 57, has served as a director since November 2007. From 1996 to 2001, Mr. Miller was the Chief Executive Officer of Crown Castle International Corp., a wireless communications company he founded in 1995 which grew from start up to a multi-billion market capitalization. He was Chairman of the Crown Castle Board of Directors from 1999 to 2002. Prior to founding Crown Castle, Mr. Miller was involved in the commercial real estate development, management and brokerage business and various investments, including the media business as an original licensee of Blockbuster Video. Mr. Miller is currently Managing Director of Imperium International LLC and President of 4M Investments LLC, both international private investment companies. He is currently the Chairman and majority shareholder of M7 Aerospace LP, an internationally diversified privately held aerospace service, manufacturing and technology company. He is also Vice Chairman and majority shareholder of Intercomp Technologies LLC, a privately held payroll outsourcing company with operations in Europe. Mr. Miller received a Juris Doctor from Louisiana State University and a Bachelor of Business Administration from the University of Texas.

     Paul E. Sullivan, age 64, has served as a director since February 2008. Mr. Sullivan is a member of the law firm of Frost Brown Todd, LLC in Lexington, Kentucky. He has practiced law for over 35 years and has a substantial legal practice in complex corporate transactions and commercial litigation within the banking, manufacturing and minerals extraction industries. From 1975 to 1981, Mr. Sullivan practiced in his own law firm in Lexington, Kentucky, which he merged with Brown Todd & Heyburn, predecessor to Frost Brown Todd, in 1981. Prior to that time, Mr. Sullivan served as General Counsel to the Kentucky Department of Banking and Securities and as General Counsel to the Department of Labor for the State of Kentucky. Mr. Sullivan serves on the Board of Directors for the Central Bank and Trust Company (one of the largest Kentucky based banks). In addition to serving as a director, Mr. Sullivan has served on the Bank’s audit, trust (chairman) and compensation committees. Mr. Sullivan also serves on the boards of Central Bancshares, Inc., the holding company for the Bank and Central Bank, FSB, an affiliate savings bank. Mr. Sullivan received both a Juris Doctor and a Bachelor of Arts from the University of Kentucky.

     Frank Varasano, age 62, has served as a director since November 2007. From 1999 to 2001, Mr. Varasano served as Executive Vice President of Oracle Corporation. Prior to that, Mr. Varasano held several senior management positions during his 26-year tenure at Booz Allen Hamilton. As a Senior Vice President he led Booz Allen Hamilton’s largest practice (Engineering and Manufacturing), largest office (New York) and largest regional profit center (United States). He also served on the firm’s Board of Directors and Executive Committee. Currently, Mr. Varasano is Chief Executive Officer of a start-up company he founded. From 2005 to 2006, Mr. Varasano served as a director of Loudeye Corporation, serving on the Compensation Committee and the Special Committee that led the analysis and review of the sale of Loudeye to Nokia. Mr. Varasano holds a Masters in Business Administration from Harvard Business School and a Bachelor of Science degree from the United States Naval Academy. He also served as an officer aboard the USS Patrick Henry, a nuclear submarine.

     Except as set forth above, none of the above directors holds a directorship in any company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, or subject to the requirements of Section 15(d) of the Securities Exchange Act or any company registered as an investment company under the Investment Company Act of 1940, as amended.

Executive Officers

     In addition to Messrs. Deason and Blodgett, the following were executive officers as of October 10, 2008:

Name		Position with the Company
Tom Burlin		Executive Vice President and Chief Operating Officer
Kevin Kyser		Executive Vice President and Chief Financial Officer
John Rexford		Executive Vice President — Corporate Development
Tom Blodgett		Executive Vice President and Group President — Business Process Solutions
Joseph Doherty		Executive Vice President and Group President — Government Solutions
Michael Huerta		Executive Vice President and Group President — Government Transport Solutions
Derrell James		Executive Vice President and Group President — IT Outsourcing Solutions
Ann Vezina		Executive Vice President and Group President — Commercial Solutions
Tas Panos		Executive Vice President, Corporate Secretary and General Counsel
Laura Rossi		Senior Vice President and Chief Accounting Officer
Lora Villarreal		Executive Vice President and Chief People Officer

Business Experience of each Executive Officer

     Other than Messrs. Deason and Blodgett, who are directors and whose business experience has been previously summarized in this document, the following is a summary of the business experience of our executive officers:

     Tom Burlin, age 50, has served as Executive Vice President and Chief Operating Officer since May 2007. Prior to that date, Mr. Burlin served as Executive Vice President and Chief Operating Officer — Government Solutions Group from December 2006 to May 2007, and as Executive Vice President and Group President — Government Solutions from June 2005 to December 2006. From July 1979 to May 2005, Mr. Burlin was employed by International Business Machines Corporation, most recently as their General Manager and Partner — U.S. Federal and Global Government.

     Kevin Kyser, age 41, has served as Executive Vice President and Chief Financial Officer since September 2007. Prior to that time Mr. Kyser served as Executive Vice President, Finance and Accounting from March 2007 to September 2007, Senior Vice President, Chief Financial Officer - Commercial Solutions from April 2006 to March 2007, Senior Vice President, Investor Relations from September 2001 to April 2006 and as Vice President, Corporate Controller from April 1997 to September 2001. In addition to six years of experience in the oilfield services industry, Mr. Kyser served for approximately three years on the audit staff of KPMG LLP.

     John Rexford, age 51, has served as Executive Vice President, Corporate Development since March, 2001. Mr. Rexford served as a director from November 2006 to November 2007. From November 2006 to September 2007 he also served as Executive Vice President and Chief Financial Officer. Prior to March, 2001, Mr. Rexford served as a Senior Vice President in our mergers and acquisitions area beginning November, 1996. For the period from November 1986 until November 1996, Mr. Rexford served in various capacities with Citicorp North America, Inc.

     Tom Blodgett, age 55, has served as Executive Vice President and Group President — Business Process Solutions since May 2007. Prior to that time, Mr. Blodgett served as President and Managing Director of our Business Process Solutions Group from July 1998 to May 2007 and as Vice President of ACS Business Process Solutions, Inc. from 1992 to July 1998. Mr. Blodgett was previously with the sales and marketing team of Siemens Nixdorf Information Systems.

     Joseph Doherty, age 48, has served as Executive Vice President and Group President — Government Solutions since July, 2008. From March, 1998 until July, 2008, Mr. Doherty served as President, Americas Outsourcing, for Computer Sciences Corporation, a global consulting, systems integration and outsourcing company. Prior to joining Computer Services Corporation, Mr. Doherty had a 20-year career with the U.S. Navy.

     Michael Huerta, age 51, has served as Executive Vice President and Group President — Government Transport Solutions since April, 2008. From 2002 until April, 2008, Mr. Huerta served in various managing capacities within our organization. Prior to 2002, Mr. Huerta was an executive with the Salt Lake Organizing Committee for the Olympic Winter Games of 2002 and served in two senior positions at the U.S. Department of Transportation.

     Derrell James, age 46, has served as Executive Vice President and Group President — IT Outsourcing Solutions since April, 2008. From October, 2006 to April, 2008, Mr. James served in various managing capacities within our organization, including serving as Senior Managing Director of ACS’ Information Technology Outsourcing (ITO) Solutions in the Commercial Solutions Group. Prior to October, 2006, he served in various management positions at EMC Corporation, including Senior Vice President of Technology Solutions.

     Ann Vezina, age 45, has served as Executive Vice President and Group President — Commercial Solutions since May 2007. Prior to that date, Ms. Vezina served as Executive Vice President and Chief Operating Officer — Commercial Solutions Group from December 2006 to May 2007, as Executive Vice President and Group President — Commercial Solutions from March 2006 to December 2006, and as Managing Director, Business Process Solutions from May 2003 to March 2006. From July 1985 until May 2003, Ms. Vezina served in various capacities with Electronic Data Systems and was a Client Sales Manager at the time she departed EDS in May 2003.

     Tas Panos, age 52, has served as Executive Vice President, Corporate Secretary and General Counsel since January 2008. From May 2002 until January 2008, Mr. Panos served in various managing capacities within our legal department, most recently as Senior Vice President and Group Counsel. From June 1985 to May 2002, Mr. Panos was in private law practice.

     Laura Rossi, age 44, has served as Senior Vice President and Chief Accounting Officer since February 2008. From October, 2001 through February 2008, she served as Corporate Controller for the Company. Prior to joining the Company in November 2000, Ms. Rossi held various positions with Bristol Hotels & Resorts and Southmark Corporation.

     Lora J. Villarreal, Ph.D., age 64, has served as Executive Vice President and Chief People Officer since May 2007. Prior to that date, Ms. Villarreal served as Senior Vice President and Chief People Officer from May 1998 to May 2007. Ms. Villarreal has served in several capacities in her more than 20 years of experience in human resources, including as Vice President at Transamerica Real Estate Information Companies and First Data Resources, Inc.

Corporate Governance

     Director Independence

     On February 3, 2004, our Board of Directors restated our Director Independence Standards to be consistent with the independence standards set forth in Section 303A.02 of the New York Stock Exchange (“NYSE”) Listing Standards. The Board of Directors has made an affirmative determination that Messrs. Druskin, Krauss, Miller, Sullivan and Varasano are independent and have no material relationship with the Company. The Director Independence Standards can be located on our web site at www.acs-inc.com under the “Investor Relations” and “Corporate Governance” captions.

     Audit Committee

     Until November 21, 2007 our Audit Committee consisted of three independent directors (Messrs. Frank A. Rossi (Chairman), Dennis McCuistion and Robert B. Holland, III). On November 21, 2007, Messrs. Rossi, McCuistion and Holland and the other independent directors resigned from the Board of Directors, and Messrs. Krauss, Miller, Varasano and Richard W. Spears were appointed to the Board of Directors. On November 25, 2007, the Board of Directors appointed Messrs. Krauss (Chairman), Miller and Spears to the Audit Committee. On January 5, 2008, Mr. Spears passed away. On February 23, 2008, Mr. Sullivan was appointed as a director and our Audit Committee was reconstituted to consist of Messrs. Krauss (Chairman), Miller and Sullivan. On March 19, 2008, Mr. Druskin was appointed as a director and our Audit Committee was reconstituted to consist of Messrs. Krauss (Chairman), Miller and Druskin. All of the aforementioned Audit Committee members are independent as defined in the NYSE listing standards. Upon consideration of the attributes of an audit committee financial expert as set forth in Section 407(d) of Regulation S-K promulgated by the SEC, the Board of Directors determined that Mr. Krauss (i) possessed those attributes, which were gained through his experience as summarized in this Item 10 under the caption “Directors” and he was designated as the Audit Committee Financial Expert and (ii) is independent, as defined in the NYSE listing standards.

Stockholder and Interested Party Communications

     Stockholders and other interested parties may communicate with any member of the Board of Directors, including in their capacities as members of committees of the Board of Directors, or in the alternative, with the non-management directors as a group by submitting an e-mail to director@acs-inc.com or by sending a written communication to: ACS Board of Directors, Affiliated Computer Services, Inc., c/o ACS Ethics Office, 2828 N. Haskell, Bldg 1, 9th Floor, Dallas, Texas 75204. Stockholders and other interested parties may also call toll free and leave a message for the Board of Directors, the presiding director or the non-management directors at (800) 443-1946.

Code of Conduct

     We are dedicated to earning the trust of our clients and investors and our actions are guided by the principles of honesty, trustworthiness, integrity, dependability and respect. Our Board of Directors has adopted a Code of Ethical Business Conduct that applies to all employees and directors and a Code of Ethics for Senior Financial Officers that applies to designated financial and accounting officers, including the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer. Both of these codes are posted on our web site at www.acs-inc.com under the captions “Investor Relations” and “Corporate Governance.” We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the Code of Ethics for Senior Financial Officers, if any, by posting such information on our web site at www.acs-inc.com under the captions “Investor Relations” and “Corporate Governance.” Our Code of Ethical Business Conduct and our Code of Ethics for Senior Financial Officers are also available free of charge to any stockholder upon written request to 2828 North Haskell Avenue, Dallas, Texas 75204, Attention: Tas Panos, Corporate Secretary.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and persons who beneficially own more than 10% of our outstanding common stock to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our common stock held by such persons within a specified period of time. These persons are also required to furnish us with copies of all forms they file under this regulation. To our knowledge, based solely on a review of the copies of such reports furnished to us and without further inquiry, all required forms for fiscal year 2008 were filed on time except as indicated in the remainder of this paragraph. The Company filed Forms 3 on April 24, 2008 for James Derrell and Michael Huerta related to their appointment as executive officers on April 1, 2008. The Company also filed Forms 4 for James Derrell and Michael Huerta on July 9, 2008 for the grant of 50,000 options each on May 22, 2008. In addition, the Company filed a Form 4 for Darwin Deason on June 16, 2008 related to his transfer of 20,000 shares on November 21, 2007 and his reacquisition of those shares on May 14, 2008 and filed a Form 4 for Paul Sullivan on February 29, 2008 for the grant of 50,000 options on February 23, 2008.

ITEM 11. EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview of Compensation Program and Philosophy

     Our general compensation philosophy is that total compensation should vary based on our achievement of defined financial and non-financial goals and objectives, both individual and corporate. The Company’s compensation structure centers around a “pay for performance” philosophy. Base salaries for our managers are generally maintained at a level below the market median, but managers have the opportunity to receive bonuses if their individual performance and the performance of their business unit meet certain goals, which if full bonuses are earned, results in their total compensation exceeding the market median. This philosophy applies more generally to all of our officers and senior management personnel, with the level of variability and the proportionate amount of bonus compensation increasing as the employee’s level of responsibility increases. Each executive officer’s bonus is based on our achievement of defined financial goals and objectives, based only on consolidated corporate results. Our named executive officers for fiscal year 2008 (the “named executive officers”) were Darwin Deason, Chairman of the Board of Directors; Lynn Blodgett, President and Chief Executive Officer; Tom Burlin, Executive Vice President and Chief Operating Officer; John Rexford, Executive Vice President, Corporate Development (and our Executive Vice President and Chief Financial Officer from November 2006 to September 2007), Kevin Kyser, Executive Vice President and Chief Financial Officer (from September 2007) and Tom Blodgett, Executive Vice President and Group President- Business Process Solutions.

     Our executive compensation program is overseen and administered by the Compensation Committee, which is comprised entirely of independent directors as determined in accordance with various NYSE, SEC and Internal Revenue Code rules. The Compensation Committee has reviewed current compensation practices and identified the following key strategic compensation design objectives:

	•		to attract and retain qualified, motivated executives;
	•		to closely align the financial interests of our executives with both the short and long-term interests of our stockholders;

	•		to promote fair treatment of all employees; and
	•		to encourage equity ownership by our executives.

Comparative Review

     Our executive compensation program is intended to provide our named executive officers with overall levels of compensation that are competitive within the business process and information technology outsourcing industry, as well as within a broader spectrum of companies of similar size and complexity. In fiscal year 2008, our President and Chief Executive Officer, Lynn Blodgett reviewed compensation and bonus information for the Company’s executive officers other than himself and submitted compensation recommendations to Mr. Deason and the Compensation Committee. In addition, please refer to the discussion in the section entitled “Certain Executive Arrangements” below.

     In setting executive compensation for fiscal year 2008, the Compensation Committee relied on information provided by Mercer Human Resource Consulting with respect to the compensation of the chief executive officer, chief operating officer and chief financial officer of our outsourcing peers, who were selected without regard to revenue or market capitalization. The companies included in the outsourcing peer group were Accenture Ltd., Automatic Data Processing, Inc., Computer Sciences Corporation, Convergys Corporation, DST Systems, Inc., Electronic Data Systems Corporation, First Data Corporation, Fiserv, Inc., Hewitt Associates, Inc., Sabre Holdings Corporation, Perot Systems Corporation and Unisys Corporation. The peer group comparison was also used by Mr. Deason to make recommendations to the Compensation Committee for fiscal year 2008 executive compensation. The Compensation Committee used the comparative peer group information in considering and approving the recommendation of Mr. Deason.

     Based on the information provided by Mercer Human Resource Consulting, the compensation paid to our Chief Executive Officer, Mr. Blodgett, and our Chief Operating Officer, Mr. Burlin, in fiscal year 2008 was between the median and 75th percentile for companies in our outsourcing peer group. The compensation paid in fiscal year 2007 to our Chief Financial Officer, who at the time of the study was Mr. Rexford, was above the top 75^th percentile for companies in our outsourcing peer group. Mr. Rexford’s compensation was greater than that of most of the other chief financial officers because a portion of his compensation was attributable to commission based payments related to mergers and acquisitions activity in connection with his ongoing role in our corporate development efforts.

Elements of Compensation

     There are six major elements that comprise our compensation program for certain of our executive officers, including our named executive officers: (i) base salary; (ii) annual incentive opportunities, such as bonuses; (iii) long-term incentives — our stock incentive plans; (iv) generally available benefit programs; (v) executive perquisites; and (vi) change of control agreements. ACS has selected these elements because each is considered useful and necessary to meet one or more of the principal objectives of our compensation policy. For example, base salaries and bonus target percentages are set with the goal of attracting employees and adequately compensating and rewarding employees on a day-to-day basis for the time spent and the services they perform, while our equity programs are geared toward providing an incentive and reward for the achievement of long-term business objectives and retaining key talent. The Compensation Committee believes that these elements of compensation, when combined, are effective, and will continue to be effective, in achieving the objectives of our compensation program.

     Section 162(m) of the Internal Revenue Code limits the deductibility of compensation in excess of $1 million paid to certain executives of public companies with the exception of certain “performance-based” compensation. Our goal is to structure as many components of our executive officers’ compensation as possible to qualify as “performance-based” to the extent doing so is in the best interests of the Company and our stockholders. However, certain forms and amounts of compensation may exceed the $1 million deduction limitation from year to year. Based on the rapidly changing nature of the industry, as well as the continued competitive market for outstanding leadership talent, the Compensation Committee believes it is appropriate and competitive to provide adequate compensation, even though it may not be fully tax-deductible.

     The Compensation Committee reviews our compensation program on an annual basis, including each of the above elements. Retirement benefits for Mr. Deason are reviewed from time to time to ensure that benefit levels remain competitive but are not included in the annual determination of his compensation package. In setting compensation levels for a particular executive, the Compensation Committee takes into consideration the proposed compensation package as a whole and each element individually, as well as our stock ownership guidelines and the executive’s past and expected future contributions to our business.

• Base Salaries

     Each executive officer’s base salary is reviewed at least annually and is subject to adjustment on the basis of individual, corporate and, in some instances, business unit performance. The Compensation Committee considers competitive, inflationary and market survey considerations, as well as salaries for comparable positions. As discussed in the section entitled “Comparative Review” above, we utilized a report prepared by Mercer Human Resource Consulting in determining base salaries for selected executive officers for fiscal years 2008 and 2009. Other factors in determining any adjustment of base salary include consideration of relative levels of responsibility, amount of business experience and future potential. Our Chief Executive Officer also provides a recommendation regarding the compensation for executive officers other than himself. In addition, please refer to the discussion in the section entitled “Certain Executive Arrangements” below.

     At a meeting of our Compensation Committee in August 2008, the salaries for our current named executive officers for fiscal year 2009 were approved. Mr. Deason’s base salary under his employment agreement increased from $924,158 to $1,017,437, Mr. Lynn Blodgett’s base salary increased from $750,000 to $850,000, Mr. Burlin’s base salary increased from $500,000 to $600,000, Mr. Rexford’s base salary increased from $500,000 to $515,000, Mr. Kyser’s base salary increased from $330,000 to $430,000 and Mr. Tom Blodgett’s base salary increased from $425,000 to $465,000. Based on information provided by Mercer Human Resource Consulting, the fiscal year 2009 base salaries paid to our Chief Executive Officer, Mr. Lynn Blodgett, our Chief Operating Officer, Mr. Burlin, and our Chief Financial Officer, Mr. Kyser, was below the median for these positions for companies in our outsourcing peer group and consistent with the Company’s compensation philosophy for base salaries.

• Incentive Bonus

     Fiscal Year 2008 Bonus Plan

     Approximately seven hundred (700) of our officers and other senior management personnel were participants in our Fiscal Year 2008 Bonus Plan (the “FY08 Bonus Plan”) at the end of that fiscal year, including all of our named executive officers and certain other officers who were not named executive officers. Certain additional employees received discretionary bonus payments from the FY08 Bonus Plan.

     Performance goals were established for groups as follows:

		Consolidated ACS		The Consolidated ACS performance goals are established to ensure that certain consolidated corporate criteria are met before bonuses are paid. The percentage of achievement against the performance goals is multiplied by the percentage of achievement of the ACS Corporate or Business Unit performance goals, as applicable.
		ACS Corporate		The bonus of each of the executive officers is determined based on the achievement of performance goals in this group.
		Business Unit		The business unit calculation is determined by the achievement of performance goals for each business segment — Commercial Solutions and Government Solutions.

     The performance goals established for each group are equally weighted in determining the achievement of performance goals. The performance goals for the FY08 Bonus Plan were: revenue growth, growth in earnings before interest and taxes; and a cash flow metric (determined as earnings before interest, taxes, depreciation and amortization, plus non-operating (income) expense (excluding intercompany interest), plus equity compensation expense per SFAS 123(R), less such unusual items such as gain or loss on divestiture, plus/minus capital expenditures and additions to intangible assets (per the cash flow statement), plus/minus changes in accounts receivables and unearned revenue (per the cash flow statement)). ACS Corporate includes all of the above performance goals in addition to growth in consolidated earnings per share. Our named executive officers had no individual bonus goals and are evaluated under the ACS Corporate performance goals.

     No bonuses would have been payable if the Company’s growth in consolidated earnings before interest and taxes was less than 4% and no bonuses would have been payable to business unit participants in the FY08 Bonus Plan if that particular business unit’s growth in earnings before interest and taxes was less than 5%. The FY08 Bonus Plan performance goals were approved by the Compensation Committee.

     For executive officers, the FY08 Bonus Plan required the exclusion of items that it determined were unusual or one time events that were not indicative of the performance of the named executive officers for the year from the calculation of the financial metrics used to determine bonus achievement. Adjustments made to financial metrics in one fiscal year are carried forward to the next fiscal year to determine bonus achievement for that next fiscal year. Most metrics are based on growth from the prior year results. Since the FY08 Bonus Plan allows, and in some cases requires, adjustments to actual results to determine the current year bonus achievement, we subsequently make these same adjustments when setting the baseline used for the subsequent year growth metrics.

     In fiscal year 2008, the operating income was adjusted to exclude certain unusual items, principally certain legal costs related to the ongoing stock option investigations and potential sale of the Company and the shareholder derivative lawsuits and the and divestiture-related gains on sale.

     We have not disclosed target levels with respect to specific quantitative or qualitative performance-related factors considered by the Compensation Committee because disclosure of the specific performance goals would give our competitors information that could be leveraged for competitive advantage which would result in competitive harm to the Company. The maximum bonus that any executive officer received for the fiscal year 2008 under the FY08 Bonus Plan was $1,117,656. The Compensation Committee certified the achievement of the performance goals before the bonuses were paid. We believe that the target levels of performance are generally difficult to achieve and the likelihood of attaining the goals is not assured. For instance, in fiscal year 2008, executive officers earned from 0% to approximately 50% of the maximum bonus under the FY08 Bonus Plan.

     In August 2008, the Committee and Board of Directors established a Senior Executive Annual Incentive Plan, which is expected to be presented to stockholders for their approval at our fiscal year 2008 Annual Meeting of Stockholders, as well as a Fiscal Year 2009 Management Bonus Plan. We intend for the two plans to, in general, have similar ACS Corporate performance goals.

•Long Term Incentives — Our Stock Incentive Plans

     We provide long-term incentive compensation through awards of stock options that generally vest over multiple years. Our equity compensation program is intended to align the interests of the participants, including our named executive officers, with those of our stockholders by creating an incentive for our named executive officers to maximize stockholder value. The equity compensation program also is designed to encourage our named executive officers to remain employed with ACS despite a very competitive labor market.

     We granted stock options to our named executive officers in fiscal year 2008 under our 2007 Equity Incentive Plan. All proposed stock option grants to employees, including executive officers, are considered and, if deemed acceptable to the Compensation Committee, approved at a formal meeting of the Compensation Committee. Under the Company’s stock option grant policy adopted on May 25, 2006 and revised on January 22, 2007 (hereafter, our “Stock Option Grant Policy”), among other things: (i) a formal meeting to approve option grants to employees is held on August 15^th of each year; (ii) a formal meeting to approve option grants to new hires, employees receiving a grant in connection with a promotion, or persons who become ACS employees as a result of an acquisition are to usually be held on the day prior to or the day of our regularly scheduled quarterly Board of Directors meeting; (iii) the date of the formal meeting at which a grant is approved is the option grant date; and (iv) the exercise price for each approved grant will not be less than the fair market value of a share of the Company’s Class A common stock on the date of grant which shall be determined by reference to the closing price for such stock on such date on the NYSE; provided that if a grant is made on a date when the NYSE is closed, then the fair market value of a share of the Company’s Class A common stock on the date of grant shall be determined by reference to the closing price for such stock on the last day prior to the stock option grant date on which the NYSE was open for trading activities.

     On August 15, 2007, the Compensation Committee granted the following number of options to the named executive officers under the 2007 Equity Incentive Plan (with those options having a forfeiture provision in case a change in control occurred within six months after grant), with the understanding that no grants would likely be made to the named executive officers in 2008: 400,000 options to Lynn Blodgett; 150,000 options to John Rexford; 200,000 to Tom Burlin and 150,000 to each of Kevin Kyser and Tom Blodgett. On August 15, 2008, the Compensation Committee granted no options to the named executive officers under the 2007 Equity Incentive Plan.

•Generally Available Benefit Programs

     We also offer a number of other benefits to our named executive officers pursuant to benefit programs that provide for broad-based employee participation. These benefit programs include accidental death and dismemberment insurance, health and dependent care flexible spending accounts, business travel insurance, wellness programs, relocation/expatriate programs and services, educational assistance and certain other benefits.

Retirement Benefits

     To assist our employees in accumulating funds for retirement (or for other purposes permitted by our plans) we provide our employees, including our named executive officers, the opportunity to participate in the ACS Savings Plan and the ACS Supplemental Savings Plan. For a description of these two plans, please see the section entitled “Retirement Benefits” below. While a small number of our non-executive employees may participate in pension or defined benefit plans, we offer the ACS Savings Plan and the ACS Supplemental Savings Plan in lieu of pension or defined benefit plans to our general employee base, including our named executive officers. In addition, please refer to the discussion in the section entitled “Certain Executive Arrangements” below.

Mr. Deason’s Supplemental Executive Retirement Agreement and Employment Agreement

     In recognition of his efforts on behalf of the Company and his determination to position the Company for future growth, in fiscal year 1999 we entered into a Supplemental Executive Retirement Agreement and an employment agreement with our Chairman, Darwin Deason. A description of the Supplemental Executive Retirement Agreement, including amounts payable to Mr. Deason under the agreement, is set forth in the section entitled “Mr. Deason’s Supplemental Executive Retirement Agreement” below. A description of Mr. Deason’s employment agreement, as amended in fiscal year 2008, including amounts payable to Mr. Deason under the agreement, is set forth in the sections entitled “Mr. Deason’s Amended Employment Agreement” below and “Post-Termination Benefits — Mr. Deason’s Amended Employment Agreement” below.

•Perquisites

     The Compensation Committee reviews and approves any perquisites offered to executives. The Company offers the Executive Benefit Plan to promote the health and well-being of our executives, maximize the value of the compensation provided by the Company and minimize the time that executives spend managing personal affairs so that they may devote their full attention to Company business. While the Compensation Committee does not consider perquisites to be a significant component of executive compensation, it recognizes that such perquisites are an important factor in attracting and retaining talented executives. A description of the Executive Benefit Plan and other perquisites offered to our executive officers are set forth in the section entitled “Perquisites” below.

•Termination of Employment and Change of Control Benefits

     In fiscal year 2008, all of our named executive officers had written change of control or employment agreements for benefits that were due to them upon a change of control. In addition, please refer to the discussion in the section entitled “Certain Executive Arrangements” below.

     We believe that these change of control benefits are important to our ability to recruit executive officers. We also believe these benefits allow us to retain executives during times of unforeseen events when the executive’s future is uncertain, but continued employment of the executives may be necessary for the Company.

     Additional information regarding the change of control payments and severance benefits payable to our named executive officers, including estimates of the amounts payable under such agreements assuming a change of control or termination as of June 30, 2008, is set forth in the section entitled “Post Termination Benefits” below.

Stock Ownership Guidelines

     On April 19, 2007 the Board of Directors revised the Company’s guidelines for stock ownership by the Company’s directors and executive officers, which were originally adopted by the Board of Directors in September 2003. The Board of Directors may evaluate whether exceptions should be made to the guidelines for any director or executive officer and may from time to time change such guidelines.

     The revised policy generally provides as follows:

	•		Our Chief Executive Officer is required to own, within five years after he or she becomes subject to the guidelines, shares of our Class A common stock having a value equal to a minimum of five times his or her annual base salary.
	•		Our other executive officers are required to own, within five years after he or she becomes subject to the guidelines, shares of our Class A common stock having a value equal to a minimum of three times his or her annual base salary.
	•		Independent directors serving on the Board of Directors are required to own, within three years after they become subject to the guidelines, shares of our Class A common stock having a value equal to a minimum of three times their annual retainer.
	•		Vested options to purchase Class A common stock may be counted as shares owned in determining compliance with the guidelines.

     All of our executive officers either hold shares and vested options in sufficient number to comply with the minimum ownership requirements of the revised policy or are expected to acquire a sufficient number to comply with the minimum ownership requirements when they would be subject to the revised policy. Our independent directors currently subject to the guidelines have not yet completed three years of service and therefore are not yet subject to the minimum requirements of the revised policy.

Report of the Compensation Committee

The Compensation Committee reviewed and discussed with management of the Company the foregoing Compensation Discussion and Analysis. Based on such review and discussion, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this document.

Compensation Committee

TED B. MILLER JR.*(CHAIRMAN)
PAUL E. SULLIVAN*
FRANK VARASANO*

Notwithstanding any statement in any of our filings with the SEC that might incorporate part or all of any future filings with the SEC by reference, including this document, the foregoing Report of the Compensation Committee is not incorporated by reference into any such filings.

* Each of Messrs. Miller and Varasano has served as a member of the Compensation Committee since November 25, 2007. Mr. Sullivan has served as a member of the Compensation Committee since March 19, 2008. Messrs. Miller, Sullivan and Varasano were not involved in and did not participate in any decision of the Compensation Committee prior to the date that they joined the Compensation Committee.

SUMMARY COMPENSATION TABLE FOR FISCAL YEARS 2008 AND 2007

     The following table shows compensation information for our 2008 and 2007 fiscal years for our named executive officers:

																										Change in
																										Pension
																										Value and
																										Non-
																										qualified
																										Deferred
																						Non-Equity				Compensat				All
Name														Stock				Option				Incentive Plan				ion				Other
And						Salary				Bonus				Awards				Awards				Compensation				Earnings				Compensation				Total
Principal Position		Year				($)				($)				($)(1)				($)(2)				($)(3)				($)				($)				($)
Darwin Deason			2008			$	923,911				—				—			$	102,411	(4)		$	1,772,856			$	(122,911	)		$	312,233	(6)		$	2,988,500
Chairman of the			2007				916,053				—				—				2,048,835	(4)			1,835,468				952,710	(5)			219,033	(6)			5,972,099
Board
Lynn Blodgett			2008				750,000				—				—				2,647,985				1,127,025				—				209,144	(7)			4,734,154
President & Chief			2007				695,769				—				—				1,767,183				1,200,000				—				29,985	(7)			3,692,937
Executive Officer
Kevin Kyser			2008				321,922				—				—				617,339				292,677				—				27,714	(8)			1,259,652
Executive Vice
President and Chief Financial			2007				253,060				—				—				140,347				286,000				—				6,287	(8)			685,694
Officer (starting September 18, 2007)
John Rexford			2008				500,000				—				—				1,128,992				459,608								22,579	(9)			2,111,179
Executive Vice			2007				429,108				—				—				796,062				600,000				—				291,419	(9)			2,116,589
President, Corporate Development (Executive Vice President and Chief Financial Officer until September 18, 2007)
Tom Burlin			2008				500,000				—				—				968,079				464,813				—				58,307	(10)			1,991,199
Executive Vice			2007				420,913				—				—				542,306				600,000				—				25,454	(10)			1,588,673
President and Chief Operating Officer
Tom Blodgett			2008				425,000				—				—				895,340				404,626								26,648	(11)			1,751,614
Executive Vice			2007				338,066				—				—				504,294				277,478				—				2,447	(11)			1,122,285
President and Group President—Business Process Solutions

Grants of Plan-Based Awards

     The following table shows all plan-based awards granted to our named executive officers during fiscal year 2008, which ended on June 30, 2008.

Grants of Plan-Based Awards
For Fiscal Year 2008

																														All
																														Other				All Other
																														Stock				Option				Exercise				Grant
						Estimated Future Payouts												Estimated Future Payouts												Awards:				Awards:				or Base				Date Fair
						Under Non-Equity Incentive Plan												Under Equity Incentive Plan												Number				Number of				Price of				Value of
						Awards (1)												Awards												of Shares				Securities				Option				Stock and
						Thres-																								of Stock				Underlying				Awards				Option
		Grant				hold				Target				Maximum				Threshold				Target				Maximum				or Units				Options				($/				Awards
Name		Date				($)				($)				($)				(#)				(#)				(#)				(#)				(#)				share)				($) (2)
Darwin Deason			9/24/07				—				—			$	2,310,395				—				—				—				—				—				—				—
Lynn Blodgett			7/9/07				—				—				—				—				—				—				—				60,000			$	59.13			$	889,168
			8/15/07				—				—				—				—				—				—				—				400,000				50.29				4,950,153
			9/24/07				—				—				1,500,000				—				—				—
John Rexford			7/9/07				—				—				—				—				—				—				—				25,000				59.13				370,487
			8/15/07				—				—				—				—				—				—				—				150,000				50.29				1,856,307
			9/24/07				—				—				750,000				—				—				—				—
Tom Burlin			8/15/07				—				—				—				—				—				—				—				200,000				50.29				2,475,076
			9/24/07				—				—				750,000				—				—				—				—
Kevin Kyser			8/15/07				—				—				—				—				—				—				—				150,000				50.29				1,856,307
			9/24/07				—				—				495,000				—				—				—				—
Tom Blodgett			8/15/07																																150,000				50.29				1,856,307
			9/24/07												637,500

     For a description of our stock plans, see Note 2 of the Notes to our Consolidated Financial Statements included in the Original Filing.

Retirement Benefits

     ACS Savings Plan. The ACS Savings Plan is a defined contribution plan with a 401(k) feature. We currently match 25% of the first 6% of eligible compensation that an employee contributes to the ACS Savings Plan per year. The contributions to the plan are made by us for each of our executive officers on the same terms as applicable to all other employees. Contributions to the plan cannot be made after an employee earns $225,000 in earnings during the year. A participant becomes 50% vested in the ACS match portion of his or her contribution to the ACS Savings Plan after the participant completes two years of service, and becomes 100% vested in the ACS match portion of his or her contribution to the ACS Savings Plan after the participant completes three years of service or, if earlier, the participant becomes disabled or dies, or in the case of a termination of the ACS Savings Plan. If a participant’s service terminates before he or she is vested, the participant will forfeit the unvested portion of the ACS match and any earnings thereon. Employees who are defined as Highly Compensated Employees (“HCE”) in accordance with the Internal Revenue Service guidelines may be “capped” annually at a specified deferral rate. The cap for calendar years 2007 and 2008 was 5% of eligible earnings. This “cap” will be determined annually based on the results of the ACS Savings Plan’s discrimination testing. Contributions to the plan are capped at $15,500 per year.

     ACS Supplemental Savings Plan. Under our ACS Supplemental Savings Plan, HCEs of ACS, including our named executive officers, are permitted to defer receipt of up to 85% of their base salary, bonus and/or commissions. We match 25% of the first 1% of eligible compensation that an employee contributes to the ACS Supplemental Savings Plan per year if he or she is enrolled in the ACS Savings Plan, described above, and his or her contributions to the ACS Savings Plan are “capped” by the Company.

Perquisites

     We offer the Executive Benefit Plan to promote the health and well-being of our executives, including our named executive officers. The Executive Benefit Plan consists of the following components:

	•		Executive Medical Plan. Under the Executive Medical Plan, which is a fully insured plan of up to $25,000 per participant, normal and customary medical, dental and vision care costs for executives and their immediate family members are paid by us. We do not pay non-medically necessary costs, such as cosmetic surgery. If costs paid by the Company exceed $25,000 or relate to services or supplies considered experimental, investigational or under clinical investigation, then the medical expenses that exceed the $25,000, along with any expenses for experimental, investigational or under clinical investigation services or supplies, are imputed as income to the executive.
	•		Executive Long-Term Disability Plan. Certain of our executive officers are eligible to participate in our Executive Long-Term Disability Plan which provides additional long-term disability coverage through age 65 for certain of our executive officers in addition to the standard policy provided to each of our employees.
	•		Prescription Benefit. Paid prescription coverage up to 100% for our executive officers and their immediate family members.
	•		Annual Physical Examination. Reimbursement of up to $1,000 annually for any physical examination for the executive officer, and up to $500 annually for any physical examination for the executive officer’s spouse, performed by a designated physician or other licensed physician of their choice.
	•		Estate Planning Services. Our executive officers receive a benefit of up to $25,000 for initial estate planning services and up to $10,000 per annum for subsequent services.
	•		Income Tax Preparation. Each of our executive officers may be reimbursed, up to $1,000 per annum, for income tax preparation services for preparation of their income tax returns.

     Additionally, we pay the annual dues for club memberships for a limited number of executive officers, including Darwin Deason, Lynn Blodgett, Tom Burlin and John Rexford. The memberships are intended to be used primarily for business purposes, although the applicable executive officers may use the club for personal purposes. Executive officers are required to pay all costs related to their personal use of the club.

Equity Compensation Plan Information

     The following table summarizes certain information related to our stock option and employee stock purchase plans for the fiscal year ended June 30, 2008.

Outstanding Equity Awards at Fiscal 2008 Year-End

						Option Awards																				Stock Awards
																																		Equity
										Equity																				Equity				Incentive Plan
										Incentive																Market				Incentive Plan				Awards:
										Plan																Value of				Awards:				Market or
										Awards:																Shares or				Number of				Payout Value
		Number of				Number of				Number of												Number of				Units of				Unearned				of Unearned
		Securities				Securities				Securities												Shares or				Stock				Shares, Units				Shares, Units
		Underlying				Underlying				Underlying												Units of				That				or Other				or Other
		Unexercised				Unexercised				Unexercised				Option				Option				Stock That				Have Not				Rights That				Rights that
		Options (#)				Options (#)				Unearned				Exercise				Expiration				Have Not				Vested				Have Not				Have Not
Name		Exercisable				Unexercisable				Options (#)				Price ($)				Date				Vested (#)				($)				Vested (#)				Vested ($)
Darwin Deason			240,000				—				—			$	35.75				07/23/12				—				—				—				—
			360,000				—				—				37.57				07/23/12				—				—				—				—
Lynn Blodgett			800				—				—				44.87				9/26/11				—				—				—				—
			30,000				—				—				35.75				7/23/12				—				—				—				—
			45,000				—				—				37.57				7/23/12				—				—				—				—
			80,000				20,000	(1)			—				44.10				8/11/13				—				—				—				—
			60,000				40,000	(2)			—				51.90				7/30/14				—				—				—				—
			120,000				80,000	(3)			—				50.25				3/18/15				—				—				—				—
			28,000				112,000	(4)			—				49.55				12/9/16				—				—				—				—
			—				60,000	(5)			—				59.13				7/9/17				—				—				—				—
			—				400,000	(6)			—				50.29				8/15/17				—				—				—				—
John Rexford			40,000				10,000	(7)			—				44.10				8/11/13				—				—				—				—
			15,000				10,000	(8)			—				51.90				7/30/14				—				—				—				—
			60,000				40,000	(9)			—				50.25				3/18/15				—				—				—				—
			15,000				60,000	(10)			—				49.55				12/9/16				—				—				—				—
			—				25,000	(11)			—				59.13				7/9/17				—				—				—				—
			—				150,000	(12)			—				50.29				8/15/17				—				—				—				—
Tom Burlin			60,000				40,000	(13)			—				51.83				6/13/15				—				—				—				—
			20,000				80,000	(14)			—				49.55				12/9/16				—				—				—				—
			—				200,000	(15)			—				50.29				8/15/17				—				—				—				—
Kevin Kyser			2,000				—				—				35.75				7/23/12				—				—				—				—
			3,000				—				—				37.57				7/23/12				—				—				—				—

						Option Awards																				Stock Awards
																																		Equity
										Equity																				Equity				Incentive Plan
										Incentive																Market				Incentive Plan				Awards:
										Plan																Value of				Awards:				Market or
										Awards:																Shares or				Number of				Payout Value
		Number of				Number of				Number of												Number of				Units of				Unearned				of Unearned
		Securities				Securities				Securities												Shares or				Stock				Shares, Units				Shares, Units
		Underlying				Underlying				Underlying												Units of				That				or Other				or Other
		Unexercised				Unexercised				Unexercised				Option				Option				Stock That				Have Not				Rights That				Rights that
		Options (#)				Options (#)				Unearned				Exercise				Expiration				Have Not				Vested				Have Not				Have Not
Name		Exercisable				Unexercisable				Options (#)				Price ($)				Date				Vested (#)				($)				Vested (#)				Vested ($)
			1,500				—				—				43.00				7/21/13				—				—				—				—
			4,500				1,500	(16)			—				44.10				7/21/13				—				—				—				—
			4,500				3,000	(17)			—				51.90				7/30/14				—				—				—				—
			2,000				3,000	(18)			—				52.99				9/13/15				—				—				—				—
			5,000				20,000	(19)			—				49.62				8/15/16				—				—				—				—
			10,000				40,000	(20)			—				59.13				6/14/17				—				—				—				—
			—				150,000	(21)			—				50.29				8/15/17				—				—				—				—
Tom Blodgett			8,800				—								44.87				9/26/11
			8,000				—								37.57				7/23/12
			8,000				4,000	(22)							44.10				7/21/13
			8,000				8,000	(23)							51.90				7/30/14
			60,000				40,000	(24)							50.25				3/18/15
			10,000				40,000	(25)							59.13				6/14/17
			—				150,000	(26)							50.29				8/15/17

Equity Awards to fund Mr. Deason’s Supplemental Executive Retirement Agreement

     As discussed in the section entitled “Certain Executive Arrangements” below, option grants were made to Mr. Deason to fund his Supplemental Executive Retirement Agreement, with the vesting and exercise dates matching the funding dates under the Supplemental Executive Retirement Agreement. For additional information regarding Mr. Deason’s option grant that was exercised in October 2008, please see the section entitled “Certain Executive Arrangements” below. The following table shows all outstanding equity awards made for that purpose as of June 30, 2008.

Option Awards

Stock Awards

Equity

Equity

Equity

Incentive Plan

Incentive

Market

Incentive Plan

Awards:

Plan

Value of

Awards:

Market or

Awards:

Shares or

Number of

Payout Value

Number of

Number of

Number of

Number of

Units of

Unearned

of Unearned

Securities

Securities

Securities

Shares or

Stock

Shares, Units

Shares, Units

Underlying

Underlying

Underlying

Units of

That

or Other

or Other

Unexercised

Unexercised

Unexercised

Option

Option

Stock That

Have Not

Rights That

Rights that

Options (#)

Options (#)

Unearned

Exercise

Expiration

Have Not

Vested

Have Not

Have Not

Name

Exercisable

Unexercisable

Options (#)

Price ($)

Date

Vested (#)

($)

Vested (#)

Vested ($)

Darwin Deason

150,000

—

—

$

11.53125

10/8/08

(1)(2)

—

—

—

—

—

300,000

—

44.10

8/11/13

(3)

—

—

—

—

(1)		For additional information regarding the expiration of this option, please see the section entitled “Certain Executive Arrangements” below.
(2)		This option was fully vested and exercisable as of June 30, 2007 and was exercised in full on October 2, 2008.
(3)		This option will fully vest in connection with the termination of Mr. Deason’s employment with the Company under the following circumstances: early or normal retirement, change of control of the Company, disability, death, or other reasons involving a resignation by Mr. Deason.

Option Exercises and Stock Vested as of June 30, 2008

     The following table shows the number of employee stock options exercised and the gross value realized by the named executive officers during fiscal year 2008. The dollar value reflects the total pre-tax value realized by such officers (the Company’s stock price at exercise minus the option’s exercise price), not the grant-date fair value or recognized compensation expense disclosed elsewhere in this document. Value from these option exercises was only realized to the extent our stock price increased relative to the stock price at grant (exercise price). The options exercised were granted to the named executive officers during 2000 and thereafter. Consequently, the value realized by the executives upon exercise of the options was actually earned over a period of up to seven years.

		OPTION AWARDS								STOCK AWARDS
										Number of
		Number of				Value				Shares				Value
		Shares				Realized				Acquired				Realized
		Acquired				on				on				on
		on Exercise				Exercise				Vesting				Vesting
Name		(#)				($)				(#)				($)
Darwin Deason			0				0				—				—
Lynn Blodgett			171,200			$	4,176,712				—				—
John Rexford			80,000			$	1,959,861				—				—
Tom Burlin			0				0				—				—
Kevin Kyser			15,000			$	349,065				—				—
Tom Blodgett			0				0				—				—

     The Company did not issue any stock awards to our named executive officers during fiscal year 2008.

Pension Benefits

     The table below shows benefits payable to Mr. Deason under his Supplemental Executive Retirement Agreement as of June 30, 2008. ACS’s other executive officers received no benefits in fiscal year 2008 from the Company under any defined benefit pension plans.

Number of

Present Value of

Years Credited

Accumulated

Payments During

Service

Benefit

Last Fiscal Year

Name

Plan Name

(#)

($)

($)

Darwin Deason

Supplemental Executive Retirement Agreement

8

(1)

$

8,998,087

0

Non-qualified Deferred Compensation

     Certain of our named executive officers participate in a non-qualified deferred compensation plan, the ACS Supplemental Savings Plan. Under our ACS Supplemental Savings Plan, HCEs of ACS, including our named executive officers, are permitted to defer receipt of up to 85% of their base salary, bonus and/or commissions. We match 25% of the first 1% of eligible compensation per year that an employee contributes if he or she is enrolled in the ACS Savings Plan and his or her contributions to the ACS Savings Plan are “capped” by the Company.

     The following table shows certain information for the named executive officers under the ACS Supplemental Savings Plan.

Non-qualified Deferred Compensation
For Fiscal Year 2008

														Aggregate
						Registrant				Aggregate				Withdrawals/
		Executive				Contributions				Earnings in				Distributions
		Contributions in				in Fiscal Year				Fiscal Year				In Fiscal Year				Aggregate
		Fiscal Year 2008				2008				2008				2008				Balance at
Name		($)				($)				($)				($)				June 30, 2008($)
Darwin Deason			—				—				—				—				—
Lynn Blodgett			—				—				—				—				—
John Rexford		$	25,000	(1)		$	1,250	(2)		$	(9,923	)			—			$	93,821
Tom Burlin			—				—				—				—				—
Kevin Kyser			155,606	(1)			805	(2)			(13,329	)			—				376,131
Tom Blodgett			97,996	(1)			—				(21,442	)			—				384,995

Post Termination Benefits

Change of Control Agreements

     In fiscal year 2008, Lynn Blodgett, Tom Burlin, John Rexford, Kevin Kyser and Tom Blodgett had written change of control agreements for benefits that were due to them upon a change of control. As discussed in the section entitled “Certain Executive Arrangements — Mr. Lynn Blodgett’s Amended and Restated Employment Agreement”, Mr. Lynn Blodgett’s change of control agreement has subsequently been replaced by his amended and restated employment agreement, effective as of May 1, 2008. As a result, Mr. Lynn Blodgett’s benefits under his change of control agreement ceased to apply upon the adoption of his employment agreement. However, we have included a description of the change of control agreement since it was in place during much of fiscal year 2008. The change in control agreements for certain of the other executive officers remain in effect.

     As defined in each of the change of control agreements, a change of control occurs if: (i) we undergo a consolidation or merger in which we are not the surviving company or in which our common stock is converted into cash, securities or other

property such that holders of our common stock do not have the same proportionate ownership of the surviving company’s common stock as they held of our common stock prior to the merger or consolidation; (ii) we sell, lease or transfer all or substantially all of our assets to a company in which we own less than 80% of the outstanding voting securities; (iii) we adopt or implement a plan or proposal for our liquidation; (iv) a person or entity (other than one or more trusts established by us for the benefit of our employees or a person or entity that holds 15% or more of our outstanding common stock on the date the particular change of control agreement was entered into) becomes the beneficial owner of 51% or more of our outstanding common stock; or (v) during any period of 24 consecutive months there is a turnover of a majority of the Board of Directors. Excluded from the determination of the turnover of directors are: (i) those directors who are replaced by new directors who are approved by a vote of at least a majority of the directors (continuing director) who have been a member of the Board of Directors before the date specified in each respective change of control agreement, (ii) a member of the Board of Directors who succeeds an otherwise continuing director and who was elected, or nominated for election by our stockholders, by a majority of the continuing directors then still in office, and (iii) any director elected, or nominated for election by our stockholders to fill any vacancy or newly created directorship by a majority of the continuing directors still in office. Each named executive officer listed above is entitled to receive the severance benefit described below upon consummation of any change of control event.

     Each of the change of control agreements provide for cash benefits payable to the executive as well as certain non cash benefits that the Company will be responsible for providing in the event of a change in control.

     Each of Mr. Burlin’s, Mr. Kyser’s, Mr. Rexford’s and Mr. Tom Blodgett’s current change of control benefits include a lump sum payment equal to (a) three times the sum of (i) the executive’s per annum base salary, plus (ii) the executive’s bonus for the preceding fiscal year (or if employed for less than one year, the bonus the executive officer would have received if employed for all of the preceding fiscal year), plus (b) the executive’s target bonus for the then-current fiscal year, pro rated to reflect the number of days the executive was employed by us in that fiscal year.

     Mr. Rexford’s change of control benefits during the fiscal year ending June 30, 2008 included a lump sum payment, equal to (a) three times the sum of (i) the executive’s per annum base salary, plus (ii) the sum of (y) the amount paid to the executive under his commission arrangement with the Company from December 1, 2006 through June 30, 2007, plus (z) the bonus the executive earned under the Company’s Special Executive FY07 Bonus Plan (up to a maximum of $750,000), plus (b) the executive’s target bonus for the then-current fiscal year, pro rated to reflect the number of days the executive was employed by us in that fiscal year.

     Under the change of control agreements, we will also (a) pay accrued but unpaid compensation and deferred compensation; (b) continue to provide for up to three years following the executive’s termination of employment insurance benefits (medical, dental, life insurance, disability and accidental death and dismemberment) to the executive until the executive secures employment that provides replacement insurance and thereafter (subject to the three year limit) to the extent any new insurance the executive receives from a subsequent employer does not cover a pre-existing condition, (c) provide outplacement counseling assistance for one year; (d) maintain director’s and officer’s liability insurance on behalf of the executive, at the level in effect immediately prior to the change of control, for the five (5) year period following the change of control; and (e) credit the executive with three years of participation and age credit when determining any executive’s eligibility for post-retirement benefits under any welfare benefit plan.

     Each of these executives is also entitled to receive additional payments to compensate for the effect of excise taxes imposed under Section 4999 of the Internal Revenue Code and any interest or penalties associated with these excise taxes upon payments made by us for the benefit of the executive. Any excise tax gross up that may be owed by the Company to reimburse the executives for their actual excise tax liability would be determined based on the total change of control compensation, including, if applicable, the accelerated vesting of equity options held by the executives, and the amount of such options held at the change of control date, the exercise prices and vesting dates of each grant outstanding. Other significant variable factors which would affect the calculation of the excise tax gross up would be the actual change of control date, stock price paid upon the change of control, the determination of the future federal, state and local income tax rates applicable for the affected executives, and the actual terms and structure of the change of control transaction, such as valuation methodology for stock options, whether equity, stock and or options held by the executives may be cashed out, substituted for equity of the acquirer, substituted for options of the acquirer, or some combination of these.

     If an excise tax is incurred by an executive, the tax gross up amount payable by the Company in cash to the executive is determined by the following formula:

(Tentative excise tax before gross up)

divided by

(one less the sum of all tax rates applicable to the executive, such as excise tax rate(s), federal income tax rate, Medicare tax rate, social security tax rate (only if the executive has not already exceeded the maximum wage base for the year of the change of control), state income tax rate, and any local income tax rates (e.g., city, county or other local taxing jurisdiction)).

     Each of the change of control agreements may be terminated by us with one year advance written notice to the respective named executive officer; however, if a change of control is consummated prior to termination by us, these agreements will remain in effect for the time necessary to give effect to the terms of the agreements.

     In addition, please refer to the discussion in the section entitled “Certain Executive Arrangements” below.

Change of Control and Termination Payments

     Change of Control Benefits Payable at June 30, 2008

     The table below includes (i) the estimated amounts of cash compensation and the estimated value of non cash benefits per the terms of the employment and change of control agreements, as well as the Supplemental Executive Retirement Agreement for Mr. Deason; (ii) the estimated excise tax amounts based on the cash and non cash benefits and the values attributable to the accelerated vesting of stock options under Rev. Proc. 2003-68; and (iii) the vesting of unvested stock options, assuming a change of control on June 30, 2008 (and the closing price of $53.49 for the Class A shares on that date).

										Cash				Vesting of
										Payment				Unvested
		Cash Payment				Value of Non				for Tax				Stock
		(before Tax Gross				Cash Benefits ($)				Gross Up				Options				Total
Executive Officer		Up) ($)(a)				(b)				($)				($)				($)
Darwin Deason (c)		$	27,728,217			$	273,483			$	12,985,234			$	2,817,000			$	43,803,934
Lynn Blodgett			6,604,473				203,157				—				2,231,880				9,039,510
Tom Burlin			3,693,240				268,491				1,895,941				1,021,600				6,879,272
John Rexford			3,936,944				281,145				—				955,800				5,173,889
Kevin Kyser			2,604,774				264,969				1,389,927				577,755				4,837,425
Tom Blodgett			2,897,850				267,399				—				659,880				3,825,129
Total		$	47,465,498			$	1,558,644			$	16,271,102			$	8,263,915			$	73,559,159

     Termination Benefits Payable at June 30, 2008 for Involuntary Termination Without Cause, Termination By the Executive for Good Reason or Termination of Agreement

     The table below includes (i) the estimated amount of cash compensation that would be paid to Mr. Deason under his Supplemental Executive Retirement Agreement (the “Agreement”), assuming that his employment terminated on June 30, 2008 for one of the following reasons: (a) normal or late retirement (as defined in the Agreement); (b) total and permanent disability (as defined in the Agreement); (c) death; (d) resignation for any reason not described in (a) through (c) or (e) termination by the Company for any reason other than cause (as defined in the Agreement); (ii) the estimated amount of cash compensation and the estimated value of non cash benefits per the terms of the employment agreement with Mr. Lynn Blodgett and the vesting of unvested stock options, assuming that his employment terminated on June 30, 2008, when the Company’s stock closing price was $53.49 for one of the following reasons: (e) involuntary termination without cause; (f) termination by Mr. Lynn Blodgett for “good reason” (as defined in his employment agreement) or (g) the termination of his agreement; and (iii) the estimated amount of cash compensation, for the other executive officers, assuming that their employment was terminated on June 30, 2008 as a result of a “qualifying termination” (as defined below).

										Vesting of
						Value of Non				Unvested
		Cash Payment				Cash Benefits ($)				Stock				Total
Executive Officer		($)				(d)				Options ($)				($)
Darwin Deason (a)			$ 13,108,042				—				—				$ 13,108,042
Lynn Blodgett (b)			6,604,473				203,157				2,231,880				9,039,510
Tom Burlin (c)			88,119				—				—				88,119
John Rexford (c)			370,285				—				—				370,285
Kevin Kyser (c)			580,779				—				—				580,779
Tom Blodgett(c)			549,929				—				—				549,929
Total			$ 21,301,627				$ 203,157				$ 2,231,880				$ 23,736,664

     Termination Benefits Payable at June 30, 2008 for Involuntary Termination For Cause

     None of the named executive officers would have been entitled to any cash compensation (other than accrued but unpaid compensation and 401(k) deferred compensation under the ACS Savings Plan and supplemental deferred compensation under the ACS Supplemental Savings Plan) if they were terminated for cause on June 30, 2008. Assuming that this had occurred on June 30, 2008, the named executive officers would have been entitled to receive the following amounts: Mr. Deason, $35,545; Mr. Lynn Blodgett, $28,846; Mr. Burlin, $30,427; Mr.. Rexford, $274,131; Mr. Kyser, $517,317 and Mr. Tom Blodgett, $468,198. To the extent these executive officers are or were one of the named executive officers, their contributions to the ACS Savings Plan and the ACS Supplemental Savings Plan would be or would have been included in the Salary column of the Summary Compensation Table.

Equity Compensation Plan Information

     For a summary of certain information related to our stock option and employee stock purchase plans, please see Part II, Item 5 — “Market for our Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities” included in the Original Filing.

Compensation Committee Interlocks and Insider Participation

     During fiscal year 2007, the Compensation Committee was comprised solely of independent directors: Messrs. O’Neill, Kosberg and Holland (Mr. Holland was appointed to the Committee in January 2007). On November 21, 2007, Messrs. O’Neill, Kosberg and Holland resigned from the Board of Directors. On November 25, 2007 the Board of Directors appointed Messrs. Miller (Chairman), Krauss and Varasano to the Compensation Committee. On March 19, 2008, the Compensation Committee was reconstituted to consist of Messrs. Miller (Chairman), Sullivan and Varasano. No member of our Compensation Committee during fiscal year 2008, or currently, was an employee or officer or former employee or officer of the Company or any of its subsidiaries or had any interest in a transaction or relationship requiring disclosure under Item 404 of Regulation S-K promulgated by the SEC during fiscal year 2007. None of our executive officers served on the Board of Directors or on the compensation committee of any other entity, for which any executive officers of such other entity served either on our Board of Directors or on our Compensation Committee. For information on insider participation, see the section entitled “Certain Relationships and Related Transactions” below.

Director Compensation
For Fiscal Year 2008

     The following table shows compensation information for our current non-employee directors for fiscal year 2008.

																		Change in
																		Pension
																		Value and
														Non-Equity				Non-qualified
		Fees Earned				Stock				Option				Incentive Plan				Deferred				All Other
		or Paid in				Awards				Awards				Compensation				Compensation				Compensation				Total
Name		Cash ($)(1)				($)				($) (2)(3)				($)				Earnings ($)				($)				($)
Robert Druskin		$	19,500				—			$	43,080				—				—				—			$	62,580
Kurt R. Krauss			93,000				—				90,502				—				—				—				183,502
Ted B. Miller Jr.			85,500				—				90,502				—				—				—				176,002
Frank Varasano			91,500				—				90,502				—				—				—				182,002
Paul E. Sullivan			59,250				—				60,368				—				—				—				119,618