SECOND AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                              ACS INVESTORS, INC.

 

     ACS INVESTORS, INC., a corporation organized and existing under the laws of

the State of Delaware (the "Company"), DOES HEREBY CERTIFY THAT:

 

     1.   The name of the Company is ACS Investors, Inc., the original

Certificate of Incorporation of the Company was filed with the office of the

Secretary of State of the State of Delaware on June 8, 1988, and the name under

which the Company was originally incorporated is Affiliated Computer Systems,

Inc.

 

     2.   An Amended and Restated Certificate of Incorporation of the Company

was filed with the Office of the Secretary of State of the State of Delaware on

August 30, 1991, which certificate was further amended by amendments filed with

the Office of the Secretary of State of the State of Delaware on November 27,

1991, December 17, 1991 and June 22, 1992.

 

     3.   This Second Amended and Restated Certificate of Incorporation of the

Company has been duly adopted and executed in accordance with the provisions of

Sections 103, 242 and 245 of the General Corporation Law of the State of

Delaware.

 

     4.   The certificate of incorporation of the Company is being amended

hereby to, among other things, reclassify the capital stock of the Company as

described below in Article Fourth.

 

     5.   The text of the certificate of incorporation of the Company is hereby

amended and restated in its entirety to read as follows:

 

     "FIRST: The name of the corporation is ACS Investors, Inc. (the "Company").

 

     SECOND: The address of the Company's registered office in the State of

Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington,

County of New Castle, Delaware 19801. The name of the Company's registered

agent at such address is The Corporation Trust Company.

 

     THIRD: The purpose of the Company is to engage in any lawful act or

activity for which corporations may be organized under the General Corporation

Law of the State of Delaware (the "DGCL").

 

     FOURTH: Section 1. Reclassification. Upon the filing of this Second

Amended and Restated Certificate of Incorporation with the Office of the

Secretary of State of Delaware (the "Effective Time"), (a) 81,720.9 shares of

the issued and outstanding Class A Common Stock, par value $.00029 per share,

of the Company ("Old Class A Common Stock") shall be reclassified,

automatically and without any action on the part of the respective holders

thereof, into 1,201,090 shares of Class A Common Stock (as hereinafter

defined), (b) 326,879.1 shares of the issued and outstanding Old Class A Common

Stock shall be reclassified, automatically and without any action on the part

of the respective holders thereof, into 4,804,258 shares of Class B Common

Stock (as hereinafter defined), (c) 89,984 shares of the issued and outstanding

Class B Common Stock, par value $.00016 per share, of the Company ("Old Class B

Common Stock") shall be reclassified, automatically and without any action on

the part of the respective holders thereof, into 1,322,534 shares of Class A

Common Stock, (d) 206,963 shares of the issued and outstanding Class C Common

Stock, par value $.00029 per share, of the Company ("Old Class C Common Stock")

shall be reclassified, automatically and without any action on the part of the

respective holders thereof, into 3,041,808 shares of Class A Common Stock, and

(e) 243,937 shares of the issued Old Class C Common Stock held in the Company's

treasury shall be reclassified, automatically, into 3,585,228 shares of Class A

Common Stock. The aforementioned (a) 81,720.9 and 326,879.1 shares of Old Class

A Common Stock, (b) 89,984 shares of Old Class B Common Stock and (c) 206,963

and 243,937 shares of Old Class C Common Stock constitute all

<PAGE>   2

of the shares of each such class of Common Stock of the Company issued and

outstanding, reserved for issuance or held in the Company's treasury at the

Effective Time.

 

     Section 2. Authorized Capital Stock. The total number of shares of all

classes of capital stock that the Company shall have authority to issue is

25,000,000 shares, consisting of (a) 17,195,742 shares of Class A Common Stock,

par value $0.01 per share ("Class A Common Stock"), (b) 4,804,258 shares of

Class B Common Stock, par value $0.01 per share ("Class B Common Stock" and,

together with Class A Common Stock, "Common Stock"), and (c) 3,000,000 shares

of Preferred Stock, par value $1.00 per share ("Preferred Stock").

 

     The number of authorized shares of any class or classes of capital stock

of the Company may be increased or decreased (but not below the number of

shares thereof then outstanding) by the affirmative vote of the holders of a

majority of the stock of the Company entitled to vote thereon. The Board of

Directors shall have the authority to fix or alter the powers, designations,

preferences and relative, participating, optional or other special rights of

all classes of the capital stock of the Company; provided, however, that in no

case shall the powers, preferences and rights of the Class A Common Stock be

greater than those provided herein. Except as otherwise required by law or

expressly provided for herein, the rights, powers, and preferences of the

shares of Common Stock and the qualifications, limitations, or restrictions

thereof, shall be in all respects identical.

 

     Section 3.  Common Stock. The relative rights, powers, preferences,

qualifications, limitations and restrictions of the Class A Common Stock and

Class B Common Stock from and after the Effective Time shall be as follows:

 

          (a)  Voting Rights. Each share of Class A Common Stock shall be

     entitled to one vote, and each share of Class B Common Stock shall be

     entitled to ten votes, on all matters submitted to a vote of the

     stockholders. Except as otherwise provided herein or by law or in any

     resolution or resolutions of the Board of Directors of the Company

     providing for the issuance of Preferred Stock, all actions submitted to a

     vote of the stockholders of the Company shall be voted on by the holders of

     the Class A Common Stock and Class B Common Stock (as well as the holders

     of any series of Preferred Stock, if any, entitled to vote thereon), voting

     together as a single class.

 

          (b)  Conversion. The Class A Common Stock has no conversion rights.

     Each share of Class B Common Stock is convertible at any time, and from

     time to time, at the option of and without cost to the holder thereof, into

     one fully paid and nonassessable share of Class A Common Stock on and

     subject to the terms and conditions set forth herein; provided, however,

     that for a period of one year from the Effective Time shares of Class B

     Common Stock may only be converted into Class A Common Stock 90 days after

     the delivery to the Company of a Conversion Notice (as hereinafter

     defined); and provided further, however, that shares of Class B Common

     Stock shall be automatically converted, without any action on the part of

     the holder thereof, into shares of Class A Common Stock on the occurrence

     of the events described in subsection (c) of this Section 3.

 

          If any record owner of any shares of Class B Common Stock (a "Class B

     Holder") desires to convert any of such shares into shares of Class A

     Common Stock, such Class B Holder shall present and surrender the

     certificate or certificates representing such shares during usual business

     hours at any office or agency of the Company maintained for the transfer of

     Class B Common Stock and shall deliver a written notice ("Conversion

     Notice") of the election of such Class B Holder to convert the shares

     represented by such certificate or any portion thereof as specified in the

     Conversion Notice. The Conversion Notice shall state the name or names

     (with addresses) in which the certificate or certificates representing

     shares of Class A Common Stock issuable on such conversion shall be

     registered. If so required by the Company, any certificate representing

     shares of Class B Common Stock surrendered for conversion shall be

     accompanied by instruments of transfer, in form satisfactory to the

     Company, duly executed by the holder of such shares or his authorized

     representative. Each conversion of shares of Class B Common Stock shall be

     deemed to have been

 

 

                                      -2-

<PAGE>   3

effected on the date (the "conversion date") on which the certificate or

certificates representing such shares shall have been surrendered and such

notice and any required instruments of transfer shall have been received as

aforesaid (or if the date of such surrender and receipt falls within the period

of one year from the Effective Time, then the conversion date shall be 90 days

after the date of such surrender and receipt). The person or persons in whose

name or names any certificate or certificates representing shares of Class A

Common Stock issuable upon such conversion shall be, for the purpose of

receiving dividends and for all other corporate purposes whatsoever, deemed to

have become the holder or holders of record of the shares of Class A Common

Stock represented thereby on the conversion date.

 

     As promptly as practicable after the conversion date, the Company shall

issue and deliver at such office or agency, to or upon the written order of the

holder thereof, certificates for the number of shares of Class A Common Stock

issuable upon such conversion. Subject to the provisions of subsection (c) of

this Section 3, in the event any certificate representing shares of Class B

Common Stock shall be surrendered for conversion of a part only of the shares

represented thereby, the Company shall deliver at such office or agency, to or

upon the written order of the holder thereof, a certificate or certificates for

the number of shares of Class B Common Stock represented by such surrendered

certificate which are not being converted. The issuance of certificates

representing shares of Class A Common Stock issuable upon the conversion of

shares of Class B Common Stock by the registered holder thereof shall be made

without charge to the converting holder for any tax imposed on the Company in

respect of the issue thereof. The Company shall not, however, be required to

pay any tax which may be payable with respect to any transfer involved in the

issue and delivery of any certificate in a name other than that of the

registered holder of the shares being converted, and the Company shall not be

required to issue or deliver any such certificate unless and until the person

requesting the issue thereof shall have paid to the Company the amount of such

tax or has established to the satisfaction of the Company that such tax has

been paid.

 

     Upon any conversion of shares of Class B Common Stock into shares of Class

A Common Stock pursuant hereto, no adjustment with respect to dividends shall

be made; only those dividends shall be payable on the shares so converted as

may be declared and are payable to holders of record of shares of Class B

Common Stock on a date prior to the conversion date with respect to the shares

so converted; and only those dividends shall be payable on shares of Class A

Common Stock issued upon such conversion as may be declared and are payable to

holders of record of shares of Class A Common Stock on or after such conversion

date.

 

     In case of any consolidation or merger of the Company as a result of which

the holders of Class A Common Stock shall be entitled to receive cash, stock,

other securities, or other property with respect to or in exchange for Class A

Common Stock or in case of any sale or conveyance of all or substantially all

of the property or business of the Company as an entirety, each holder of any

share of Class B Common Stock shall have the right thereafter, so long as the

conversion right hereunder shall exist, to convert such share into the kind and

amount of cash, shares of stock, and other securities and properties as are

receivable upon such consolidation, merger, sale or conveyance by each holder

of one share of Class A Common Stock and shall have no other conversion rights

with regard to such share. The provisions of this paragraph shall similarly

apply to successive consolidations, mergers, sales or conveyances.

 

     Shares of Class B Common Stock converted into Class A Common Stock as

provided in this subsection (b) shall be retired and shall resume the status of

authorized but unissued shares of Class B Common Stock.

 

     Such number of shares of Class A Common Stock as may from time to time be

required for such purpose shall be reserved for issuance upon conversion of

outstanding shares of Class B Common Stock and for issuance upon exercise of

options, if any.

 

                                      -3

-

<PAGE>   4

 

     (c)  Restrictions on Transfer of Class B Common Stock. No Class B Holder

may transfer, and the Company shall not register the transfer of, any shares of

Class B Common Stock, whether by sale, assignment, gift, bequest, appointment

or otherwise, except to a Permitted Transferee (as hereinafter defined).

 

     In the case of a Class B Holder who is a natural person and the beneficial

owner of shares of Class B Common Stock proposed to be transferred, a Permitted

Transferee consists only of:

 

          (i)  such Class B Holder's spouse; provided, however, that upon

     divorce any Class B Common Stock held by such spouse shall immediately and

     automatically be converted into Class A Common Stock;

 

          (ii) any lineal descendant of any great-grandparent of such Class B

     Holder, including adopted children, and any such descendant's spouse (such

     descendants and their spouses, together with such Class B Holder's spouse,

     are referred to herein as "family members");

 

          (iii) the trustee or trustees of a trust (including a voting trust)

     for the sole benefit of such Class B Holder and/or any of such Class B

     Holder's family members, except that such trust may also grant a general or

     special power of appointment to one or more of such Class B Holder's family

     members and may permit trust assets to be used to pay taxes, legacies, and

     other obligations of the trust or the estates of one or more of such Class

     B Holder's family members payable by reason of the death of any of such

     family members; provided, however, that if at any time such trust fails to

     meet the requirements of this subparagraph (iii), all shares of Class B

     Common Stock then held by such trustee or trustees shall immediately and

     automatically be converted into Class A Common Stock on a share-for-share

     basis, and stock certificates formerly representing such shares of Class B

     Common Stock shall thereupon and thereafter be deemed to represent a like

     number of shares of Class A Common Stock;

 

          (iv) any organization established by a Class B Holder or any of such

     Class B Holder's family members, contributions to which are deductible for

     federal income, estate, or gift tax purposes (a "charitable organization")

     and a majority of whose governing board at all times consists of such Class

     B Holder and/or one or more of the Permitted Transferees of such Class B

     Holder, or any successor to such charitable organization meeting the

     requirements of this subparagraph (iv); provided that, if there is any

     change in the composition of the governing board of such charitable

     organization that would cause such charitable organization no longer to

     qualify as a Permitted Transferee of such Class B Holder, all shares of

     Class B Common Stock then held by such charitable organization shall

     immediately and automatically be converted into Class A Common Stock on a

     share-for-share basis, and stock certificates formerly representing such

     shares of Class B Common Stock shall thereupon and thereafter be deemed to

     represent a like number of shares of Class A Common Stock; and

 

          (v)  any partnership in which all of the partners are, and all of the

     partnership interests are owned by, such Class B Holder and/or any of such

     Class B Holder's family members, and any corporation wholly owned by such

     Class B Holder and/or any of such Class B Holder's family members; provided

     that, if there is any change in the partners of or owners of partnership

     interests in such partnership or in the stockholders of such corporation

     that would cause such partnership or corporation no longer to qualify as a

     Permitted Transferee of such Class B Holder, any Class B Common Stock then

     held by such partnership or corporation shall immediately and automatically

     be converted into Class A Common Stock on a share-for-share basis, and

     stock certificates formerly representing such

     shares of Class B Common Stock shall thereupon and thereafter be deemed to

     represent a like number of shares of Class A Common Stock.

 

     In the case of a Class B Holder that is a partnership or a corporation and

the beneficial owner of the shares of Class B Common Stock proposed to be

transferred, a Permitted Transferee consists only of:

 

          (i)   any partner of such partnership who was a partner thereof on the

     record date of the initial distribution of Class B Common Stock;

 

          (ii)  any stockholder of such corporation who held any share thereof

     on the record date of the initial distribution of Class B Common Stock and

     who receives shares of Class B Common Stock pro rata to his stock ownership

     in such corporation through a dividend or through a distribution made upon

     liquidation of such corporation;

 

          (iii) any person transferring shares of Class B Common Stock to

     such partnership or corporation after the record date of the initial

     distribution of Class B Common Stock; provided, however, that such

     transferor may not receive shares of Class B Common Stock in excess of

     the shares of Class B Common Stock transferred by the transferor to such

     partnership or corporation;

 

          (iv)  any Permitted Transferee of any person meeting the requirements

     set forth in subparagraph (i), (ii) or (iii) of this paragraph, but not in

     excess of the number of shares such stockholder or person is entitled to

     receive pursuant to this paragraph; and

 

          (v)   the survivor of a merger or consolidation of such corporation if

     those persons who owned beneficially sufficient shares entitled to elect at

     least a majority of the entire board of directors of such constituent

     corporation immediately prior to the merger or consolidation own

     beneficially sufficient shares entitled to elect at least a majority of the

     entire board of directors of the surviving corporation, provided that if by

     reason of any change in the ownership of such stock of the surviving

     corporation such surviving corporation would no longer qualify as a

     Permitted Transferee of such Class B Holder, all shares of Class B Common

     Stock then held by such surviving corporation shall immediately and

     automatically be converted into Class A Common Stock on a share-for-share

     basis, and stock certificates formerly representing such shares of Class B

     Common Stock shall thereupon and thereafter be deemed to represent a like

     number of shares of Class A Common Stock.

 

     In the case of a Class B Holder holding such shares of Class B Common Stock

as trustee pursuant to a trust that is an irrevocable trust on the record date

of the initial distribution of Class B Common Stock, a Permitted Transferee

consists only of:

 

          (i) any successor trustee of such trust who meets the requirements set

     forth in subsection (ii) or (iii) of this paragraph;

 

          (ii) any person to whom or for whose benefit the principal or income

     may be distributed under the terms of such trust or any person to whom such

     trust may be obligated to make future transfers, provided such obligation

     exists prior to the date such trust becomes a holder of Class B Common

     Stock; and

 

          (iii) any family member of the creator of such trust.

 

     In the case of a Class B Holder holding such shares of Class B Common Stock

as trustee pursuant to a trust that is any trust other than an irrevocable trust

described in the immediately

preceding paragraph on the date of the initial distribution of Class B Common

Stock, a Permitted Transferee consists only of:

 

          (i)  any successor trustee of such trust who meets the requirements

     set forth in subsection (ii) of this paragraph; and

 

          (ii) the person who established such trust and any Permitted

     Transferee of such person.

 

     In the case of a record (but not beneficial) owner of Class B Common Stock

as nominee for the person who is the beneficial owner thereof on the record

date of the initial distribution of Class B Common Stock, a Permitted

Transferee consists only of such beneficial owner and any Permitted Transferee

of such beneficial owner.

 

     Upon the death or permanent incapacity of any Class B Holder, such Class B

Holder's Class B Common Stock shall immediately and automatically be converted

into Class A Common Stock on a share-for-share basis, and stock certificates

formerly representing such shares of Class B Common Stock shall thereupon and

thereafter be deemed to represent a like number of shares of Class A Common

Stock.

 

     Upon the expiration of 90 days after the death or permanent incapacity of

Darwin Deason or upon the conversion by The Deason International Trust of all

of the shares of Class B Common Stock beneficially owned by Mr. Deason into

shares of Class A Common Stock, any and all shares of Class B Common Stock

shall immediately and automatically be converted into Class A Common Stock on a

share-for-share basis, and stock certificates formerly representing such shares

of Class B Common Stock shall thereupon and thereafter be deemed to represent a

like number of shares of Class A Common Stock.

 

     Shares of Class B Common Stock are freely transferrable among Permitted

Transferees, but any other transfer of any share of Class B Common Stock will

result in the automatic conversion of such share into Class A Common Stock.

 

     (d)  Dividends and Liquidation Rights.  After dividends have been declared

and set aside for payment or paid on any series of Preferred Stock having a

preference over the Common Stock with respect to payment of such dividends, the

holders of Common Stock shall be entitled to receive and to share equally in,

when, as and if declared by the Board of Directors of the Company (the "Board

of Directors"), dividends per share, out of the funds legally available

therefor, in such amounts as the Board of Directors may from time to time fix

and determine, in its sole and absolute discretion. Upon the liquidation,

dissolution or winding up of the affairs of the Company, whether voluntary or

involuntary, after there have been paid or set apart for the holders of any

series of Preferred Stock having a preference over the Common Stock with

respect to distributions upon liquidation the full amount to which they are

entitled, the holders of Common Stock are entitled to receive and to share

equally in all assets of the Company available for distribution to stockholders.

 

     (e)  Other Rights.  The holders of Common Stock are not entitled to any

preemptive right to subscribe for, purchase or receive any part of any new or

additional issue of stock of any class, whether now or hereafter authorized, or

of bonds, debentures or other securities convertible into or exchangeable for

stock, and all such additional shares of stock of any class, or bonds,

debentures or other securities convertible into or exchangeable for stock, may

be issued and disposed of by the Company on such terms and for such

consideration, so far as may be permitted by law, and to such persons as the

Board of Directors in its sole and absolute discretion may deem advisable.

 

     Section 4. Preferred Stock. Preferred Stock may be issued in one or more

series. The Board of Directors is hereby authorized to issue the shares of

Preferred Stock in such series and to fix from time to time before issuance the

number of shares to be included in any such series and the designation,

relative powers, preferences, and rights and qualifications, limitations, or

restrictions of all shares of such series. The authority of the Board of

Directors with respect to each such series will include, without limiting the

generality of the foregoing, the determination of any or all of the following:

 

          (a)  the number of shares of any series and the designation to

      distinguish the shares of such series from the shares of all other series;

 

          (b)  the voting powers, if any, and whether such voting powers are

      full or limited in such series;

 

          (c)  the redemption provisions, if any, applicable to such series,

      including the redemption price to be paid;

 

          (d)  whether dividends, if any, will be cumulative or noncumulative,

      the dividend rate of such series, and the dates and preferences of

      dividends on such series;

 

          (e)  the rights of such series upon the voluntary or involuntary

      dissolution of, or upon any distribution of the assets of, the Company;

 

          (f)  the provisions, if any, pursuant to which the shares of such

      series are convertible into, or exchangeable for, shares of any other

      class or classes or of any other series of the same or any other class or

      classes of stock, or any other security, of the Company or any other

      corporation or other entity, and the price or prices or the rates of

      exchange applicable thereto;

 

          (g)  the right, if any, to subscribe for or to purchase any

      securities of the Company or any other corporation or other entity;

 

          (h)  the provisions, if any, of a sinking fund applicable to such

      series; and

 

          (i)  any other relative, participating, optional, or other special

      powers, preferences, rights, qualifications, limitations, or restrictions

      thereof;

 

all as may be determined from time to time by the Board of Directors and stated

in the resolution or resolutions providing for the issuance of such Preferred

Stock (collectively, a "Preferred Stock Designation").

 

     Section 5. Restrictions on Transfer of Restricted Stock. In the event the

Company makes a distribution (a "Spin-Off") of all of the outstanding stock held

by it in Precept Business Products, Inc., a wholly owned subsidiary of the

Company (a "Subsidiary"), to the Company's stockholders, which Spin-Off is

intended to qualify pursuant to Section 355 of the Internal Revenue Code of

1986, as amended (the "Code"), then for a period commencing on the date

established by the Board of Directors of the Company for such distribution of

stock of a Subsidiary in a Spin-Off (the "Distribution Date") and ending on the

second anniversary thereof, (a) no Transfer of Restricted Stock (as hereinafter

defined) may be effected unless the Company has first received (i) a counterpart

of the proposed instrument of Transfer of Restricted Stock and any proposed

instrument of Transfer of stock of the Subsidiary, if any, executed and

acknowledged by the parties thereto, and (ii) all other information reasonably

requested by the Company with respect to the proposed Transfer and (b) any

Transfer of Restricted Stock shall be null and void from its inception unless

the Company approves such Transfer based upon the findings of a Tax Opinion (as

hereinafter defined) that the Transfer Conditions (as hereinafter defined) have

been satisfied with respect to such Transfer. Moreover, for a period commencing

on the record date for distribution of stock of a Subsidiary in a Spin-Off (the

"Record Date") and ending on the Distribution Date, any Transfer of Restricted

Stock shall be null and

void from its inception unless such Transfer of Restricted Stock shall include

the right to receive the distribution of the stock of the Subsidiary in the

Spin-Off.

 

     Promptly after the receipt of a request for a Transfer of Restricted

Stock, the Company shall, at the Company's expense, seek to obtain a Tax

Opinion with respect to such Transfer; provided, however, that if the Company

is advised that the opining party is unable to render a Tax Opinion (and the

reasons therefor), the Company shall be under no further obligation to

determine that the Transfer Conditions have been satisfied or seek a Tax

Opinion with respect to such Transfer.

 

     For purposes of this Section 5 the following terms shall have the

following meanings:

 

          (a) "Purported Owner" shall mean any Person who would, but for the

     provisions of this Section 5, acquire Restricted Stock pursuant to a

     Transfer prohibited pursuant hereto.

 

          (b) "Restricted Stock" shall mean any shares of stock of the Company

     outstanding as of the Record Date of the Spin-Off the holder of which is

     entitled to receive stock of the Subsidiary in the Spin-Off and, as to

     shares of stock held prior to the Effective Time, the holder of which

     consented to the restrictions on transfer imposed by this Section 5, any

     shares of stock into which shares of Restricted Stock may be converted, any

     shares of stock which may be issued as dividends with respect to shares of

     Restricted Stock and any shares of stock which are otherwise derived from

     shares of Restricted Stock.

 

          (c) "Tax Opinion" shall mean an opinion from nationally recognized tax

     counsel or "Big 6" accounting firm satisfactory to the Company stating that

     the Transfer Conditions have been satisfied. The Tax Opinion may be based

     upon and assume the correctness of factual representations of the Company

     or the Subsidiary.

 

          (d) "Transfer" shall mean the taking of action that, but for the

     provisions of this Section 5, would be effective to sell, transfer or

     otherwise dispose of stock of either the Company or the Subsidiary (either

     directly or indirectly and whether voluntarily or involuntarily), and also

     means any transaction pursuant to which stock of either the Company or the

     Subsidiary would be Transferred, including, without limitation, any

     mortgage, pledge, hypothecation, transfer, redemption, sale, assignment,

     gift or other disposition of any part or all of the stock of either the

     Company or the Subsidiary (either directly or indirectly and whether

     voluntarily or involuntarily).

 

          (e) "Transfer Conditions" shall mean (i) the Linked Sale Requirements

     described below, in the event that the Transfer of Restricted Stock

     constitutes a "sale or exchange" for purposes of the Code other than a

     "sale or exchange" to a person (a "Related Party") having a relationship to

     the stockholder desiring to make a Transfer of Restricted Stock (the

     "Transferor") described in Sections 267 or 707(b) of the Code, or (ii) the

     Other Requirements described below, in the event that the Transfer of

     Restricted Stock does not constitute a "sale or exchange" or the Transfer

     of Restricted Stock constitutes a "sale or exchange" to a Related Party for

     purposes of the Code.

 

     For purposes of rendering a Tax Opinion as to whether the Transfer

Conditions have been satisfied, the Linked Sale Requirements shall be deemed to

be satisfied if the following requirements are satisfied:

 

        (a) Within five business days before or after the proposed Transfer of

     Restricted Stock, the Transferor Transfers an amount of stock of the

     Subsidiary (the "Linked Sale") that constitutes the same percentage of the

     Transferor's interest in the Subsidiary as the proposed Transfer of

     Restricted Stock constitutes of the Transferor's interest in the Company,

     where both such interests are determined as of the Record Date (after

     giving effect to the Spin-Off);

 

          (b) The Linked Sale constitutes a "sale or exchange" for purposes of

     the Code; and

 

         (c)  The Transferor represents in writing to the Company that

         (i) there is no plan or intention to reacquire any of the shares

         subject to the proposed Transfer of Restricted Stock or the Linked

         Sale, and (ii) the Transferor will not acquire any stock of the Company

         or the Subsidiary within the 30-day period that commences on the day

         after the later to occur of the effectiveness for purposes of the Code

         of the proposed Transfer of Restricted Stock and the Linked Sale.

 

         For purposes of determining whether a Linked Sale constitutes a "sale

or exchange" for purposes of the Code, (a) a redemption by the Subsidiary will

not constitute a "sale or exchange" unless (i) Section 302(b)(2) of the Code

would be satisfied if the stock of the Transferor were treated as "voting

stock," and (ii) the Tax Opinion concludes that the redemption is "not

essentially equivalent to a dividend" within the meaning of Section 302(b)(1)

of the Code, (b) a redemption by the Subsidiary will not constitute a "sale or

exchange" if any obligation provided by the Subsidiary in consideration for the

stock does not qualify as "debt" for purposes of the Code, and (c) in no case

will any redemption by the Subsidiary of stock held by any Person who, directly

or indirectly, controls in the aggregate 50% or more of the voting power of the

stock of the Subsidiary constitute a "sale or exchange".

 

         For purposes of rendering a Tax Opinion as to whether the Transfer

Conditions have been satisfied the Other Requirements shall be deemed to be

satisfied if the following requirements are satisfied:

 

                  (a)      Within five business days before or after the

         proposed Transfer of Restricted Stock, the Transferor Transfers an

         amount of stock of the Subsidiary (the "Other Transfer") that

         constitutes the same percentage of the Transferor's interest in the

         Subsidiary as the proposed Transfer of the Restricted Stock constitutes

         of the Transferor's interest in the Company, where both such interests

         are determined as of the Record Date (after giving effect to the

         Spin-Off);

 

                  (b)      The Other Transfer does not constitute a "sale or

         exchange" or the Other Transfer constitutes a "sale or exchange" to a

         Related Party for purposes of the Code;

 

                  (c)      The Other Transfer and the proposed Transfer of

         Restricted Stock are made to the same Person; and

 

                  (d)      The Transferor represents in writing to the Company

         that the proposed Transfer of Restricted Stock and the Other Transfer

         are not being made for the purpose of facilitating a "sale or exchange"

         of the stock of the Company or the Subsidiary without a corresponding

         "sale or exchange" of the stock of the other.

 

         If a Person shall (either directly or indirectly and whether

voluntarily or involuntarily) become a Purported Owner of Restricted Stock

pursuant to a Transfer that is null and void pursuant to this Section 5, then

the Purported Owner shall not obtain any rights in and to any such Restricted

Stock, the Transfer to the Purported Owner shall not be recognized by the

Company and the party making the purported Transfer of the Restricted Stock

shall continue to own such Restricted Stock and have all rights, including all

voting rights and all rights to any dividends or other distributions,

liquidating or otherwise, incident to ownership of the Restricted Stock, which

shall continue to be validly issued and outstanding.

 

         Upon a determination by the Company that a Transfer of Restricted

Stock has purportedly been made or is anticipated to be made in violation of

this Section 5, the Company may take such action as it deems advisable to

prevent any such Transfer of Restricted Stock, including, without limitation,

refuse to give effect to such Transfer on the books and records of the Company,

refuse to record the Purported Owner as the record owner of such Restricted

Stock, and institute proceedings to enjoin any such Transfer of Restricted

Stock.

 

         If any provision of this Section 5 or any application of any such

provision is determined to be invalid by any federal or state court having

jurisdiction over the issues, the remaining provisions shall remain valid and

other applications of such provision shall be affected only to the extent

necessary to comply with the

determination of such court, and this Section 5 shall be construed, in the

absence of such provision, to give effect to the purpose of this Section 5 to

the maximum extent possible.

 

     This Section 5 shall terminate with respect to any Spin-Off as of the

second anniversary of the Distribution Date of such Spin-Off or such earlier

date as the Board of Directors may by resolution determine if the Board of

Directors receives an opinion from a nationally recognized tax counsel or "Big

6" accounting firm that the removal of the restrictions set forth in this

Section 5 will not have any material adverse consequences to the Company, the

Subsidiary, or the stockholders of either, and the Board of Directors

determines that such acceleration is in the best interests of the Company, the

Subsidiary, or the stockholders of either. Notwithstanding the provisions of

this Section 5, if an initial public offering of shares of New Class A Common

Stock is not completed within 180 days after the Distribution Date, the Board

of Directors may by resolution accelerate the termination date of this Section

5 to December 31, 1994. In the event the Board of Directors accelerates the

termination of this Section 5, the Company shall so notify all registered

stockholders.

 

     All certificates evidencing ownership of shares of Restricted Stock shall

be submitted to the Company prior to the Distribution Date to be imprinted with

a conspicuous legend on the front of the certificate as follows:

 

     "THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON

     TRANSFER PURSUANT TO SECTION 5 OF ARTICLE FOURTH OF THE CERTIFICATE OF

     INCORPORATION OF THE COMPANY, WHICH PROHIBIT, WITH CERTAIN EXCEPTIONS, ANY

     TRANSFERS OF THE SHARES REPRESENTED HEREBY WITHOUT THE PRIOR APPROVAL OF

     THE COMPANY.

 

     ANY TRANSFER OR PURPORTED OR ATTEMPTED TRANSFER OF ANY OF THE SHARES OF

     STOCK REPRESENTED HEREBY IN VIOLATION OF SUCH RESTRICTIONS SHALL BE NULL

     AND VOID FROM ITS INCEPTION."

 

All certificates evidencing ownership of shares of Restricted Stock shall be

returned, bearing the legend set forth above, in connection with the

distribution of the stock of the Subsidiary in the Spin-Off. After the

termination of this Section 5, holders of Restricted Stock may submit their

certificates to the Company for removal of such legend. Upon such submission of

certificates for removal of the legend, the Company shall promptly issue

certificates representing equivalent replacement shares of stock that do not

bear such legend.

 

     FIFTH: The Board of Directors may make, amend, and repeal the Bylaws of

the Company (the "Bylaws"). Any Bylaw made by the Board of Directors under the

powers conferred hereby may be amended or repealed by the Board of Directors

(except as specified in any such Bylaw so made or amended) or by the

stockholders in the manner provided in the Bylaws of the Company.

Notwithstanding the foregoing and anything contained in this Certificate of

Incorporation to the contrary, Bylaws 1, 3, 8, 10, 11, 12, 13, 33 and 39 may

not be amended or repealed by the stockholders, and no provision inconsistent

therewith may be adopted by the stockholders, without the affirmative vote of

the holders of at least 80% of the Voting Stock, voting together as a single

class. For the purposes of this Certificate of Incorporation, "Voting Stock"

means stock of the Company of any class or series entitled to vote generally in

the election of Directors. Notwithstanding anything contained in this

Certificate of Incorporation to the contrary, the affirmative vote of the

holders of at least 80% of the Voting Stock, voting together as a single class,

is required to amend or repeal, or to adopt any provisions inconsistent with,

this Article Fifth.

 

     SIXTH: Subject to the rights of the holders of any series of Preferred

Stock, special meetings of the stockholders of the Company may be called only

by (i) the Chairman of the Board of Directors of the Company (the "Chairman of

the Board of Directors"), (ii) the President of the Company (the "President"),

(iii) the Secretary of the Company (the "Secretary") within 10 calendar days

after receipt of the written

request of a majority of the total number of Directors that the Company would

have if there were no vacancies (the "Whole Board of Directors"), and (iv) as

provided in Bylaw 3.

 

At any annual meeting or special meeting of stockholders of the Company, only

such business will be conducted or considered as has been brought before such

meeting in the manner provided in the Bylaws of the Company. Notwithstanding

anything contained in this Certificate of Incorporation to the contrary, the

affirmative vote of at least 80% of the Voting Stock, voting together as a

single class, will be required to amend or repeal, or adopt any provision

inconsistent with, this Article Sixth.

 

     SEVENTH: Section 1. Number, Election, and Terms of Director. Subject to the

rights, if any, of the holders of any series of Preferred Stock to elect

additional Directors under circumstances specified in a Preferred Stock

Designation, the number of the Directors of the Company will not be less than

three nor more than 15 and will be fixed from time to time in the manner

described in the Bylaws of the Company. Election of Directors of the Company

need not be by written ballot unless requested by the Chairman of the Board of

Directors, the President, or the holders of a majority of the Voting Stock

present in person or represented by proxy at a meeting of the stockholders at

which Directors are to be elected.

 

     Section 2. Nomination of Director Candidates. Advance notice of stockholder

nominations for the election of Directors must be given in the manner provided

in the Bylaws of the Company.

 

     Section 3. Newly Created Directorships and Vacancies. Subject to the

rights, if any, of the holders of any series of Preferred Stock to elect

additional Directors under circumstances specified in a Preferred Stock

Designation, newly created directorships resulting from any increase in the

number of Directors and any vacancies on the Board of Directors resulting from

death, resignation, disqualification, removal, or other cause will be filled

solely by the affirmative vote of a majority of the remaining Directors then in

office, even though less than a quorum of the Board of Directors, or by a sole

remaining Director. No decrease in the number of Directors constituting the

Board of Directors may shorten the term of any incumbent Director.

 

     Section 4. Removal. Subject to the rights, if any, of the holders of any

series of Preferred Stock to elect additional Directors under circumstances

specified in a Preferred Stock Designation, any Director may be removed from

office by the stockholders in the manner provided in this Section 4. At any

annual meeting or special meeting of the stockholders, the notice of which

states that the removal of a Director or Directors is among the purposes of the

meeting, the affirmative vote of the holders of at least 80% of the Voting

Stock, voting together as a single class, may remove such Director or Directors

with or without cause.

 

     Section 5. Amendment, Repeal, Etc. Notwithstanding anything contained in

this Certificate of Incorporation to the contrary, the affirmative vote of at

least 80% of the Voting Stock, voting together as a single class, is required to

amend or repeal, or adopt any provision inconsistent with, this Article Seventh.

 

     EIGHTH: To the full extent permitted by the DGCL or any other applicable

law currently or hereafter in effect, no Director of the Company will be

personally liable to the Company or its stockholders for or with respect to any

acts or omissions in the performance of his or her duties as a Director of the

Company. Any repeal or modification of this Article Eighth will not adversely

affect any right or protection of a Director of the Company existing prior to

such repeal or modification.

 

     NINTH: Each person who is or was or had agreed to become a Director or

officer of the Company, and each such person who is or was serving or who had

agreed to serve at the request of the Board of Directors or an officer of the

Company as an employee or agent of the Company or as a director, officer,

employee, or agent of another corporation, partnership, joint venture, trust or

other entity, whether for profit or not for profit (including the heirs,

executors, administrators or estate of such person), will be indemnified by the

Company to the full extent permitted by the DGCL or any other applicable law as

currently or hereafter in effect. The right of indemnification provided in this

Article Ninth (a) will not be exclusive of any other rights to which any person

seeking indemnification may otherwise be entitled, including without limitation

pursuant to any contract approved by a majority of the Whole Board of Directors

(whether or not the Directors approving such contract are or are to be parties to such

contract or similar contracts), and (b) will be applicable to matters otherwise

within its scope whether or not such matters arose or arise before or after the

adoption of this Article Ninth. Without limiting the generality or the effect

of the foregoing, the Company may adopt Bylaws, or enter into one or more

agreements with any person, which provide for indemnification greater or

different than that provided in this Article Ninth or the DGCL. Any amendment

or repeal of or adoption of any provision inconsistent with, this Article Ninth

will not adversely affect any right or protection existing hereunder, or

arising out of facts occurring, prior to such amendment, repeal or adoption and

no such amendment, repeal or adoption will affect the legality, validity or

enforceability of any contract entered into or right granted prior to the

effective date of such amendment, repeal or adoption.

 

     IN WITNESS WHEREOF, the Company has caused this Second Amended and

Restated Certificate of Incorporation to be signed by Jeffrey A. Rich, its

Executive Vice-President, and attested by William L. Deckelman, Jr., its

Secretary, as of June 30, 1994.

 

                                        ACS INVESTORS, INC.

 

 

                                        By:   /s/ JEFFREY A. RICH

                                            -----------------------------------

                                              Executive Vice-President

 

ATTEST:

 

By:  /s/ WILLIAM L. DECKELMAN, JR.

    -------------------------------

     Secretary

 

 

                             CERTIFICATE OF MERGER

                                    MERGING

                       AFFILIATED COMPUTER SERVICES, INC.

                                 WITH AND INTO

                              ACS INVESTORS, INC.

 

     ACS INVESTORS, INC., a corporation organized and existing under the laws

of the State of Delaware (the "Company"), DOES HEREBY CERTIFY THAT.

 

     1.   The names of the constituent corporations are "ACS Investors, Inc.",

which was incorporated under the laws of the State of Delaware, and "Affiliated

Computer Services, Inc." ("Services"), which was incorporated under the laws of

the State of Delaware.

 

     2.   An Agreement of Merger, dated as of June 30, 1994 (the "Merger

Agreement"), relating to the merger of Services with and into the Company (the

"Services Merger") has been approved, adopted, certified executed and

acknowledged by each of the Company and Services in accordance with Section 251

of the General Corporation Law of the State of Delaware.

 

     3.   The name of the surviving corporation will be "ACS Investors, Inc."

 

     4.   The certificate of incorporation of the Company shall be the

certificate of incorporation of the surviving corporation, and the Merger

Agreement does not amend in any respect the certificate of incorporation of the

Company.

 

     5.   The executed Merger Agreement is on file at the principal place of

business of the Company at 2828 North Haskell Avenue, Dallas, Texas 75204.

 

     6.   A copy of the Merger Agreement will be furnished by the Company, on

request and without cost, to any stockholder of the Company or Services.

 

     IN WITNESS WHEREOF, the Company has caused this Certificate of Merger to

be signed by Jeffrey A. Rich, its Executive Vice-President and attested by

William L. Deckelman, Jr., its Secretary, as of June 30, 1994.

 

 

                                             ACS INVESTORS, INC.

 

 

                                             By: /s/ JEFFREY A. RICH

                                                 -------------------------

                                                 Executive Vice-President

 

ATTEST:

 

By: /s/ WILLIAM L. DECKELMAN, JR.

   ------------------------------

   Secretary

 

 

 

                      CERTIFICATE OF OWNERSHIP AND MERGER

                                    MERGING

                           DATAPLEX ACQUISITION CORP.

                                 WITH AND INTO

                              ACS INVESTORS, INC.

 

         ACS INVESTORS, INC., a corporation organized and existing under the

laws of the State of Delaware (the "Company"), DOES HEREBY CERTIFY THAT:

 

         1.     The Company was incorporated on June 8, 1998 pursuant to the

General Corporation Law of the State of Delaware (the "DGCL").

 

         2.     The Company owns the following shares of the capital stock of

Dataplex Acquisition Corp., a corporation incorporated on August 10, 1989

pursuant to the DGCL ("DAC"), which constitute the only outstanding classes of

capital stock of DAC;

 

                (a)     1,003,640 shares of Class A Common Stock, par value

         $.0001 per share ("DAC Class A Common Stock"), representing

         approximately 96% of the outstanding shares of DAC Class A Common

         Stock;

 

                (b)     188,400 shares of Class B Common Stock, par value $.0001

         per share ("DAC Class B Common Stock"), representing 100% of the

         outstanding shares of DAC Class B Common Stock; and

 

                (c)     4,255,650 shares of 10% Noncumulative Series B Preferred

         Stock, par value $1.00 per share ("DAC Preferred Stock"), representing

         approximately 97% of the outstanding shares of DAC Preferred Stock.

 

         3.     The Board of Directors of the Company, by resolutions duly

adopted on May 24, 1994 (the "Resolutions of Merger"), has voted to merge,

pursuant to Section 253 of the DGCL, DAC with and into the Company (the "DAC

Merger"). A true and correct copy of the Resolutions of Merger, which set forth

the terms and conditions of the DAC Merger, including the securities of the

Company to be issued and delivered by the Company, as the surviving corporation

of the DAC Merger, upon surrender of the shares of DAC Class A Common Stock and

DAC Preferred Stock not owned by the Company, is attached hereto as Exhibit A

and incorporated herein by this reference. The Resolutions of Merger have not

been modified or rescinded and are in full force and effect on the date hereof.

 

         4.     The Resolutions of Merger provide that, in connection with the

DAC Merger, the Company shall change its corporate name by amending Article

First of the Second Amended and Restated Certificate of Incorporation of the

Company to read as follows:

 

                "FIRST:   The name of the corporation is: Affiliated Computer

         Services, Inc. (the "Company").

 

         5.     The DAC Merger shall become effective at the time when this

Certificate of Ownership and Merger is accepted for filing in the Office of the

Secretary of State of the State of Delaware.

 

         IN WITNESS WHEREOF, the Company has caused this Certificate of

Ownership and Merger to be signed by Jeffrey A. Rich, its Executive

Vice-President and attested by William L. Deckelman, Jr., its Secretary, as of

July 5, 1994.

 

 

                                             ACS INVESTORS, INC.

 

 

 

                                             By: /s/ JEFFREY A. RICH

                                                 ------------------------------

                                                 Executive Vice-President

 

ATTEST:

 

By: /s/ WILLIAM L. DECKELMAN, JR.

    -----------------------------

    Secretary

 

 

 

 

 

                              ACS INVESTORS, INC.

 

                             RESOLUTIONS OF MERGER

 

 

     RESOLVED, that the Company merge, pursuant to Section 253 of the General

Corporation Law of the State of Delaware (the "DGCL") Dataplex Acquisition Corp.

("DAC") with and into the Company (the "DAC Merger") and assume all of its

obligations; and

 

     FURTHER RESOLVED, that the terms and conditions of the DAC Merger are as

follows:

 

          a.   Effect on DAC Common Stock.  At the Effective Time (as

     hereinafter defined), each issued share of Class A Common Stock, par value

     $.0001 per share, of DAC ("DAC Class A Common Stock") and Class B Common

     Stock, par value $.0001 per share, of DAC ("DAC Class B Common Stock"),

     whether or not outstanding, immediately prior to the Effective Time and

     held by the Company or DAC shall be cancelled and retired, and all rights

     in respect thereof shall cease to exist, without any conversion thereof or

     any payment with respect thereto or in exchange therefor. Each share of DAC

     Class A Common Stock issued and outstanding immediately prior to the

     Effective Time and held by any person other than the Company or DAC shall

     be cancelled and retired and (other than shares of DAC Class A Common Stock

     held by persons who properly perfect their appraisal rights pursuant to

     Section 262 of the DGCL) shall be converted automatically into the right to

     receive 0.67559224 shares of Class A Common Stock, par value $.01 per

     share, of the Company. Thereafter, the holders of certificates representing

     shares of DAC Class A Common Stock and DAC Class B Common Stock shall cease

     to have any rights as stockholders of DAC (except such rights, if any, as

     they may have pursuant to Section 262 of the DGCL).

 

          b.   Effect on DAC Preferred Stock.  At the Effective Time, each

     issued share of 10% Noncumulative Series B Preferred Stock, par value $1.00

     per share, of DAC ("DAC Preferred Stock"), whether or not outstanding,

     immediately prior to the Effective Time and held by the Company or DAC

     shall be cancelled and retired, and all rights in respect thereof shall

     cease to exist, without any conversion thereof or any payment with respect

     thereto or in exchange therefor. Each share of DAC Preferred Stock issued

     and outstanding immediately prior to the Effective Time and held by any

     person other than the Company or DAC shall be cancelled and retired and

     (other than shares of DAC Preferred Stock held by persons who properly

     perfect their appraisal rights pursuant to Section 262 of the DGCL) shall

     be converted automatically into the right to receive $1.00 per share

     without interest thereon. Thereafter, the holders of certificates

     representing shares of DAC Preferred Stock shall cease to have any rights

     as stockholders of DAC (except such rights, if any, as they may have

     pursuant to Section 262 of the DGCL).

 

          c.   Effect on Company Stock.  At the Effective Time, each share of

     capital stock of the Company issued and outstanding at such time shall

     continue to be one identical share of capital stock of the Company.

 

     FURTHER RESOLVED, that in connection with the DAC Merger, the Company

shall change its corporate name by amending Article First of the Second Amended

and Restated Certificate of Incorporation of the Company to read as follows:

 

          "FIRST: The name of the corporation is: Affiliated Computer Services,

Inc. (the "Company")."

 

     FURTHER RESOLVED, that the DAC Merger shall become effective at the time

when a Certificate of Ownership and Merger setting forth a copy of these

resolutions and the date of adoption thereof (the "Certificate of Ownership

and Merger") is accepted for filing in the Office of the Secretary of State of

the State of Delaware (the "Effective Time"); and

 

     FURTHER RESOLVED, that any executive officer of the Company be, and each

of them hereby is, authorized and directed, on behalf of the Company, within

such reasonable time after the contribution of the Funding Stock to Precept as

any such officer shall determine is appropriate, (a) to execute, attest and

file the Certificate of Ownership and Merger with the Office of the Secretary

of State of the State of Delaware and to record a certified copy thereof in the

Office of the Recorder of Deeds of New Castle County, State of Delaware, and

(b) to execute and deliver or file such other agreements, instruments or

documents, and to take such further actions, as any such officer of the Company

may deem necessary, desirable or appropriate in order to effect the DAC Merger.

 

 

                           CERTIFICATE OF AMENDMENT

                                      OF

           SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                      OF

                      AFFILIATED COMPUTER SERVICES, INC.

 

 

     Pursuant to provisions of the General Corporation Laws of the State of

Delaware, the undersigned officers of the Affiliated Computer Services, Inc.

(the "Corporation") do hereby certify as follows:

 

     FIRST: That the Board of Directors of the Corporation, by unanimous

written consent, adopted a resolution proposing and declaring advisable the

following amendment to the Second Amended and Restated Certificate of

Incorporation (the "Amendment").

 

     SECOND: That Paragraph 1 of Section 2, Article FOURTH of the Corporation's

Second Amended and Restated Certificate of Incorporation which pertains to

Authorized Capital Stock is hereby amended to read as follows:

 

     Section 2. Authorized Capital Stock. The total number of shares of all

     classes of capital stock that the Company shall have the authority to

     issue is 84,405,686 shares, consisting of (a) 75,000,000 shares of Class A

     Common Stock, par value $0.01 per share ("Class A Common Stock"), (b)

     6,405,686 shares of Class B Common Stock, par value $0.01 per share

     ("Class B Common Stock" and, together with Class A Common Stock, "Common

     Stock"), and (c) 3,000,000 shares of Preferred Stock, par value $1.00 per

     share ("Preferred Stock").

 

     THIRD: That the foregoing Amendment has been duly approved by the

Corporation's Board of Directors.

 

     FOURTH: That the foregoing Amendment has been duly approved by a majority

of shareholders of the Corporation in accordance with Section 242 of the

General Corporation Laws of the State of Delaware.

 

     FIFTH: That the foregoing Amendment has been duly adopted in accordance

with Section 242 of the General Corporation Laws of the State of Delaware.

<PAGE>   26

     IN WITNESS WHEREOF, the Corporation has caused this certificate to be

signed by Jeffrey A. Rich, its President and attested by David W. Black, its

Secretary, this 28th day of October, 1996.

 

                                        AFFILIATED COMPUTER SERVICES, INC.

 

 

                                        By:        /s/ JEFFREY A. RICH

                                           ------------------------------------

                                           Jeffrey A. Rich, President

 

 

ATTESTED:

 

 

        /s/ DAVID W. BLACK

-----------------------------------

David W. Black, Secretary

<PAGE>   27

 

 

 

                            CERTIFICATE OF AMENDMENT

                                       TO

            SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                       AFFILIATED COMPUTER SERVICES, INC.

 

 

     AFFILIATED COMPUTER SERVICES, INC., a corporation organized and existing

under the Delaware General Corporation Law (the "Corporation"),

 

     DOES HEREBY CERTIFY:

 

     FIRST: that the Board of Directors of the Corporation at a meeting of such

board held on August 5, 1997, adopted resolutions setting forth a proposed

amendment to the Second Amended and Restated Certificate of Incorporation of

the Corporation (the "Certificate of Incorporation"), declaring said amendment

to be advisable, and directing that said amendment be submitted to the

stockholders of the Corporation at the Annual Meeting of Stockholders of the

Corporation to be held on December 16, 1997 (the "Annual Meeting"). The

resolution setting forth the proposed amendment is as follows:

 

          RESOLVED, that the Board of Directors of the Corporation hereby

     adopts, approves and recommends a proposal to amend ARTICLE VII, SECTION 1

     of the Certificate of Incorporation as follows:

 

     ARTICLE VII SECTION 1

 

     "SEVENTH: Section 1. Number, Election, and Terms of Directors. Subject to

     the rights, if any, of the holders of any series of Preferred Stock to

     elect additional Directors under circumstances specified in a Preferred

     Stock designation, the number of the Directors of the Company will not be

     less than three nor more than fifteen and will be fixed from time to time

     in the manner described in the bylaws of the Company. The directors will

     be divided into three classes designated as Class I, Class II, and Class

     III. Each Class of directors will stand for election at the 1997 annual

     stockholders' meeting for the following terms: Class I directors will be

     elected for a three-year term; Class II directors will be elected for a

     two-year term; and Class III directors will be elected for a one-year

     term. At each following annual stockholders' meeting, commencing with the

     1998 annual stockholders' meeting, each of the successors to the directors

     of the Class whose term will expire at such annual meeting will be elected

     for a term running until the third annual meeting succeeding his or her

     election and until his or her successor has been duly elected and

     qualified."

 

     SECOND: that the Board of Directors of the Corporation at a meeting of

such board held on September 19, 1997, adopted resolutions setting forth a

proposed amendment to the Certificate of Incorporation, declaring said

amendment to be advisable, and directing that said amendment be submitted to

the stockholders of the Corporation at the Annual Meeting. The resolution

setting forth the proposed amendments is as follows:

 

          RESOLVED, that the Board of Directors of the Corporation hereby

adopts, approves and recommends a proposal to amend ARTICLE IV, SECTION 2 of

the Certificate of Incorporation as follows:

 

     ARTICLE IV SECTION 2

 

     "The total number of shares of all classes of capital stock that the

     Company shall have the authority to issue is 517,000,000 shares, consisting

     of (a) 500,000,000 shares of Class A Common Stock, par value $0.01 per

     share ("Class A Common Stock"), (b) 14,000,000 shares of ACS Class B Common

     Stock, par value $0.01 per share ("ACS Class B Common Stock", and together

     with Class A Common Stock, "Common Stock"), and (c) 3,000,000 shares of

     Preferred Stock, par value $1.00 per share ("Preferred Stock")."

 

     THIRD: that the foregoing amendments have been duly approved by a majority

of stockholders of the Corporation in accordance with Section 242 of the

Delaware General Corporation Law.

 

     FOURTH: that said amendments were duly adopted in accordance with the

provisions of Section 242 of the Delaware General Corporation Law.

 

     IN WITNESS WHEREOF, the Board of Directors of the Company has caused this

Certificate of Amendment to be signed by Jeffrey A. Rich, its President, as of

December 17, 1997.

 

                                        AFFILIATED COMPUTER SERVICES, INC.,

                                        a Delaware corporation

 

 

                                       By:  /s/ JEFFREY A. RICH

                                           -------------------------------------

                                           Jeffrey A. Rich,

                                      Its: President and Chief Operating Officer

 

ATTESTED:

 

/s/ DAVID W. BLACK

-------------------------------

David W. Black, Secretary

 

 

                       AFFILIATED COMPUTER SERVICES, INC.

                          CERTIFICATE OF AMENDMENT OF

                          CERTIFICATE OF INCORPORATION

 

     Affiliated Computer Services, Inc., a corporation organized and existing

under the Delaware General Corporation Law (the "Corporation"),

 

     DOES HEREBY CERTIFY:

 

     FIRST: that the Board of Directors of the Corporation, at a duly

constituted meeting at which quorum was present and acting throughout, duly

adopted resolutions setting forth a proposed amendment to the Certificate of

Incorporation of the Corporation, declaring said amendment to be advisable, and

directing that said amendment be submitted to the stockholders of the

Corporation for their consideration. The resolution setting forth the proposed

amendment is as follows:

 

          RESOLVED, that the Board of Directors of the Corporation hereby

     adopts, approves and recommends a proposal to amend the Certificate of

     Incorporation of the Corporation to amend Article Seventh, Section 3

     thereto, as follows:

 

                                   "SEVENTH:

 

          Section 3. Newly Created Directorships and Vacancies. Subject to the

     rights, if any, of the holders of any series of Preferred Stock to elect

     additional Directors under circumstances specified in a Preferred Stock

     Designation, newly created directorships resulting from any increase in the

     number of Directors will be filled by the affirmative vote of the

     stockholders of the Corporation or the affirmative vote of the remaining

     board members, not including those filling the positions of the newly

     created directorships. Subject to the rights, if any, of the holders of any

     series of Preferred Stock to elect Directors to fill a vacancy, any

     vacancies on the Board of Directors resulting from death, resignation,

     disqualification, removal, or other cause will be filled for the remainder

     of the term of the vacating director by the affirmative vote of the

     stockholders of the Corporation, by the affirmative vote of the remaining

     board members or by the Chairman of the Board of the Corporation, except

     that if the vacancy is created with respect to a director who at such time

     was also the Chief Executive Officer, President, Chief Financial Officer,

     Executive Vice President, General Counsel, Secretary or Treasurer of the

     Corporation, then that vacancy will be filled only by the Chairman of the

     Board."

 

     SECOND: that thereafter, the stockholders of the Corporation, which hold

the necessary number of shares as required by statue, duly adopted and approved

said amendment at the annual meeting pursuant to Section 222 of the Delaware

General Corporation Law.

 

     THIRD: that said amendment was duly adopted in accordance with the

provisions of Section 242 of the Delaware General Corporation Law.

 

     IN WITNESS WHEREOF, the Board of Directors of the Corporation has caused

this Certificate of Amendment to be signed by David W. Black, its Secretary, as

of October 26, 1999.

 

                                         AFFILIATED COMPUTER SERVICES, INC.

 

 

 

                                           By: /s/ David W. Black

                                              -------------------------

                                              David W. Black, Secretary

 

 

 

 

 

                      CERTIFICATE OF OWNERSHIP AND MERGER

 

                                    MERGING

 

                           ACS NATIONAL SYSTEMS, INC.

 

                                      INTO

 

                       AFFILIATED COMPUTER SERVICES, INC.

 

                                 * * * * * * *

 

Pursuant to Section 253 of the Delaware Corporation Laws, AFFILIATED COMPUTER

SERVICES, INC., a corporation organized and existing under the laws of Delaware,

 

DOES HEREBY CERTIFY:

 

FIRST: That this corporation was incorporated on the 8th day of June, 1988,

pursuant to the General Corporation Law of the State of Delaware.

 

SECOND: That this corporation owns all of the issued and outstanding shares of

the stock of ACS National Systems, Inc., a corporation incorporated on the 31st

day of May 1989, pursuant to the General Corporation Law of the State of

Delaware.

 

THIRD: That this corporation, by the following resolutions of its Board of

Directors, duly adopted by the unanimous written consent of its members, filed

with the minutes of the Board on the 17th day of November, 1999, determined to

and did merge into itself said ACS National Systems, Inc.

 

     RESOLVED, that ACS National Systems, Inc. be merged into Affiliated

     Computer Services, Inc. and upon such merger ACS assumes all of the

     obligations of ACS National Systems, Inc.; and

 

     FURTHER RESOLVED, that the merger shall be effective upon filing with the

     Secretary of State of Delaware; and

 

     FURTHER RESOLVED, that the proper officer of this corporation be and he or

     she is hereby directed to make and execute a Certificate of Ownership and

     Merger setting forth a copy of the resolutions to merge said ACS National

     Systems, Inc. and assume its liabilities and obligations, and the date of

     adoption thereof, and to cause the same to be filed with the Secretary of

     State and to do all acts and things whatsoever, whether within or without

     the State of Delaware, which may be in anywise necessary or proper to

     effect said merger.

 

<PAGE>   31

FIFTH:    Anything herein or elsewhere to the contrary notwithstanding, this

merger may be amended or terminated and abandoned by the Board of Directors of

Affiliated Computer Services, Inc. at any time prior to the time that this

merger filed with the Secretary of State becomes effective.

 

IN WITNESS WHEREOF, said Affiliated Computer Services, Inc. has caused this

Certificate to be signed by Hays Haney, its Assistant Secretary this 17th day

of November 1999.

 

 

                                        AFFILIATED COMPUTER SERVICES, INC.

 

 

                                        By /s/ HAYS HANEY

                                           --------------------------------

                                           Hays Haney

                                           Assistant Secretary

 

 

 

                           CERTIFICATE OF CORRECTION

                                       TO

                          CERTIFICATE OF AMENDMENT TO

            SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                       AFFILIATED COMPUTER SERVICES, INC.

 

                 WITH THE AMENDMENT BEING CORRECTED HAVING BEEN

                 FILED IN THE OFFICE OF THE SECRETARY OF STATE

                       OF DELAWARE ON DECEMBER 18, 1997.

 

 

     Affiliated Computer Services, Inc., a corporation organized and existing

under and by virtue of the General Corporation Law of the State of Delaware,

 

     DOES HEREBY CERTIFY:

 

     1. The name of the corporation is Affiliated Computer Services, Inc.

 

     2. That a Certificate of Amendment (the "Amendment") to Second Amended and

Restated Certificate of Incorporation (the "Certificate") was filed with the

Secretary of State of Delaware on December 18, 1997 and that said Amendment

requires correction as permitted by Section 103 of the General Corporation Law

of the State of Delaware.

 

     3. The inaccuracy or defect of the Amendment to be corrected is as follows:

 

     The approval of the amendment to Article SEVENTH to the Certificate, as

     provided in the Amendment, failed to receive the required approval of 80%

     of the total outstanding voting stock.

 

     4. The following language in the Amendment is hereby stricken:

 

     "RESOLVED, that the Board of Directors of the Corporation hereby adopts,

     approves and recommends a proposal to amend ARTICLE VII, SECTION 1 of the

     Certificate of Incorporation as follows:

 

     SEVENTH: Section 1. Number, Election, and Terms of Directors. Subject to

     the rights, if any, of the holders of any series of Preferred Stock to

     elect additional Directors under circumstances specified in a Preferred

     Stock designation, the number of the Directors of the Company will not be

     less than three nor more than fifteen and will be fixed from time to time

     in the manner described in the bylaws of the Company. The directors will be

     divided into three classes designated as Class I, Class II, and Class III.

     Each Class of directors will stand for election at the 1997 annual

     stockholders' meeting for the following terms: Class I directors will be

     elected for a three-year term; Class II directors will be elected for a

     two-year term; and Class III directors will be elected for a one-year term.

     At each following annual stockholders' meeting, commencing with the 1998

     annual stockholders' meeting, each of the successors to the directors of

     the Class whose term will expire at such annual meeting will be elected for

     a term running until the third annual; meeting succeeding his or her election and until

his or her successor has been duly elected and qualified."

 

     5. As a result of the corrected Amendment, Article SEVENTH of Section 1 of

the Certificate continues to read in its entirety as follows:

 

        "SEVENTH: Section 1. Number, Election, and Terms of Directors. Subject

     to the rights, if any, of the holders of any series of Preferred Stock to

     elect additional Directors under circumstances specified in a Preferred

     Stock Designation, the number of the Directors of the Company will not be

     less than three nor more than 15 and will be fixed from time to time in the

     manner described in the Bylaws of the Company. Election of Directors of the

     Company need not be by written ballot unless requested by the Chairman of

     the Board of Directors, the President, or the holders of a majority of the

     Voting Stock present in person or represented by proxy at a meeting of the

     stockholders at which Directors are to be elected."

 

        IN WITNESS WHEREOF, Affiliated Computer Services, Inc. has caused

this Certificate of Correction to be executed by William L. Deckelman, Jr., its

Corporate Secretary, this 14th day of February, 2001.

 

                                      AFFILIATED COMPUTER SERVICES, INC.

 

 

                                      By: /s/ WILLIAM L. DECKELMAN, JR.

                                         -------------------------------

                                          William L. Deckelman, Jr.,

                                          Corporate Secretary

 

 

STATE OF TEXAS      )

                    )

COUNTY OF DALLAS    )

 

 

CERTIFICATE OF CORRECTION TO
CERTIFICATE OF AMENDMENT OF
AFFILIATED COMPUTER SERVICES, INC.

     Affiliated Computer Services, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

     DOES HEREBY CERTIFY:

     1. The name of the corporation is Affiliated Computer Services, Inc.

     2. A Certificate of Amendment (the “Certificate of Amendment”) was filed with the Secretary of State of the State of Delaware on November 12, 1999 which contains an inaccurate record of the corporate action taken therein, and said Certificate of Amendment requires correction as permitted by subsection (f) of Section 103 of the General Corporation Law of the State of Delaware.

     3. The Certificate of Amendment incorrectly states that stockholders holding the necessary number of shares of capital stock of the Company duly adopted and approved said amendment.

     4. The Certificate of Amendment is therefore null and void and of no effect.

     Affiliated Computer Services, Inc. has caused this Corrected Certificate of Amendment to be signed by its authorized officer this 30th day of August, 2001.

 

 

 

 

 

 

 

AFFILIATED COMPUTER SERVICES, INC

 

 

 

 

 

 

 

By:

 

/s/ William L. Deckelman, Jr.

 

 

 

 


 

 

Name:
Title:

 

William L. Deckelman, Jr.
Executive Vice President, General Counsel
& Corporate Secretary