On April 28, 2009, a Memorandum of Understanding was entered into between Affiliated Computer Services, Inc. (the "Company") and the plaintiffs in the action captioned In Re Affiliated Computer Services Federal Derivative Litigation in the United States District Court for the Northern District of Texas, Master File No. 3:06-CV-1110-M (the "Texas Federal Derivative Action"). The Memorandum of Understanding, which has been further documented by way of a formal Stipulation of Settlement, will, if finally approved by the federal court, effectively resolve the Texas Federal Derivative Action. On May 6, 2009, the parties filed a Stipulation of Settlement and a Motion for Expedited Ruling, requesting the federal judge to grant preliminary approval of the settlement and to schedule a final approval hearing. On May 8, 2009, the federal judge granted preliminary approval of the settlement and scheduled a final approval hearing for June 19, 2009. The proposed settlement includes the dismissal of the Texas Federal Derivative Action, the waiver of the federal plaintiffs' objection to the settlement of In Re Affiliated Computer Services, Inc. Derivative Litigation in the District Court of Dallas County, Texas, 193rd Judicial District (the "Texas State Derivative Action"), the release of all federal derivative claims in the Texas Federal Derivative Action, the payment of approximately $8.6 million in legal fees by the Company to the federal plaintiffs' law firms, and the payment by the Company's Directors' and Officers' insurance carriers of $30 million to the Company, of which $8 million of this amount was received in the second quarter of fiscal year 2009. An award of attorneys' fees to the plaintiffs is not final until the court approves the settlement.

The Summary Notice of Proposed Settlement of Derivative Action, approved by the United States District Court for the Northern District of Texas, which describes shareholders' rights in more detail, including the opportunity to object to the settlement, is attached as Exhibit 99.1 hereto.

(d) Exhibits.

EXHIBIT
NUMBER    DESCRIPTION

99.1      Summary Notice of Proposed Settlement of Derivative Action