Shareholder Lawsuit re Xerox-ACS Deal

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

SHEET METAL WORKERS LOCAL 28,Individually and On Behalf of All OthersSimilarly Situated,Plaintiff,v.AFFILIATED COMPUTER SERVICES, INC.,DARWIN DEASON, LYNN BLODGETT, KURT R.KRAUSS, PAUL E. SULLIVAN, FRANK VARASANO, ROBERT ALLAN DRUSKIN, TED B.MILLER JR., XEROX CORPORATION, andBOULDER ACQUISITION CORP.,Defendants.)))))))))))))))))C.A. No.

VERIFIED CLASS ACTION COMPLAINT

Plaintiff Sheet Metal Workers Local 28 (“Plaintiff”), on behalf of itself and all otherssimilarly situated, by its attorneys, alleges the following upon information and belief, except asto those allegations pertaining to Plaintiff which are alleged upon personal knowledge:

NATURE OF THE ACTION

1.This is a shareholder class action complaint on behalf of the holders of thecommon stock of Affiliated Computer Services, Inc. (“ACS” or the “Company”) against certainofficers and/or directors of ACS, and other persons and entities (collectively, “Defendants”)involved in a proposed transaction through which the Company will merge with XeroxCorporation (“Xerox”), through Xerox’s wholly-owned subsidiary Boulder Acquisition Corp.,for inadequate consideration (the “Merger”).2.On September 28, 2009, Xerox and ACS issued a press release announcing thatthey had entered into a definitive merger agreement with an affiliate of Xerox for ACS to beacquired in a deal valued at approximately $6.4 billion. Under the terms of the Merger, ACS

EFiled: Sep 30 2009 4:55PM EDTTransaction ID 27340965Case No. 4933-

2shareholders will receive a total of $18.60 per share in cash plus 4.935 Xerox stock for each ACSshare they own.3.As described below, both the value to ACS shareholders contemplated in theMerger and the process by which Defendants propose to consummate the Merger arefundamentally unfair to Plaintiffs and the other public shareholders of the Company.Defendants’ conduct constitutes a breach of the Individual Defendants’ fiduciary duties owed toACS’s public shareholders, and a violation of applicable legal standards governing Defendants’conduct.4.For these reasons and as set forth in detail herein, Plaintiff seeks to enjoinDefendants from approving the Merger or, in the event the Merger is consummated, recover damages resulting from Defendants’ violations of their fiduciary duties of loyalty, good faith,due care, and full and fair disclosure.

PARTIES

5.Plaintiff currently holds shares of common stock of ACS and has held such sharessince prior to the wrongs complained of herein.6. ACS, a Delaware corporation with its principal place of business at 2828 NorthHaskell Avenue, Dallas, Texas 75204, is a provider of business process outsourcing andinformation technology services to commercial and government clients. For the fiscal year ending June 30, 2009, total revenues rose to $6.5 billion. The Company’s stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “ACS.”7.Defendant Darwin Deason (“Deason”), one of the Company’s founders, hasserved as Chairman of the Company’s Board of Directors (the “Board”) since its formation in1988. Deason also served as the Company’s Chief Executive Officer (“CEO”) from 1988 untilFebruary 1999. Deason controls 43.6% of the total voting power of the Company as a result of

3his ownership of 2.99% of the total shares of Class A Common stock and 100% of Class BCommon stock. In connection with the Merger, Deason entered into a Voting Agreement, datedas of September 27, 2009 (the “Voting Agreement”), with Xerox, pursuant to which, amongother things, he agreed to vote his shares in favor of the adoption of the Merger and against anytakeover bid by a third party.8.Defendant Lynn Blodgett (“Blodgett”) has served as a Director of ACS sinceSeptember 2005. Blodgett also serves as the Company’s President and CEO. Prior to assuminghis current responsibilities, he served as the Company’s Executive Vice President and Chief Operating Officer. Blodgett joined ACS upon the 1996 acquisition of Unibase, a company heco-founded with his brother.9.Defendant Kurt R. Krauss (“Krauss”)has served as a Director of ACS since November 2007. Krauss was a partner with Booz Allen Hamilton (“BAH”). He also served onBAH’s Board of Directors and Executive Committee and the Board of Loudeye Corporationalongside defendant Frank Varasano10. Defendant Paul E. Sullivan (“Sullivan”) has served as a Director of ACS sinceFebruary 2008.11. Defendant Frank Varasano (“Varasano”) has served as a Director of ACS since November 2007. Prior to that, Varasano held several senior management positions during his26-year tenure at BAH, including Senior Vice President of BAH’s Engineering andManufacturing practice. He also served on BAH’s Board of Directors and Executive Committeealong with defendant Krauss. Varasano also served as a director of Loudeye Corporation withdefendant Krauss.12.Defendant Robert Allan Druskin (“Druskin”) has served as a Director of ACSsince March 2008.