Xerox 8-K In the Court of Chancery of the State of Delaware

Exhibit 99.1

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

In re ACS SHAREHOLDER LITIGATION )
) ) ) Consolidated C.A. No. 4940-VCP

STIPULATION AND [PROPOSED] ORDER

WHEREAS, on September 28, 2009, Affiliated Computer Services, Inc. (“ACS”) announced that it had entered into a definitive agreement for Xerox Corporation (“Xerox”) to acquire ACS in a cash and stock transaction (the “Proposed Transaction”) that valued ACS at $6.4 billion as of September 25, 2009;

WHEREAS, two actions were filed in this Court, which the Court consolidated on October 7, 2009 under the captionIn re ACS Shareholder Litigation, Consolidated C.A. No. 4940-VCP (the “Action”);

WHEREAS, on October 22, 2009, the Court issued an order certifying a class of ACS shareholders (the “Class”), appointing New Orleans Employees’ Retirement System, The Federated Kaufmann Fund, The Federated Kaufmann Growth Fund, and The Federated Kaufmann Fund II as Class Representatives;

WHEREAS, Plaintiffs filed a motion to enjoin the closing of the Proposed Transaction on multiple grounds;

WHEREAS, on December 10, 2009, representatives of each of the defendants and Class Counsel (with participation of counsel from a parallel action in Texas) met in person to negotiate terms of a potential settlement of all or part of the Action;

WHEREAS, on December 11, 2009, Class Representatives filed an Amended Complaint in the Action;

NOW, THEREFORE, the undersigned parties (the “Parties”), through their counsel, have STIPULATED and the Court HEREBY ORDERS as follows:

1. The Merger Agreement will be amended to provide that a non-waivable condition to a closing of the Merger will be the approval of the Merger Agreement by the affirmative vote of holders of a majority of the outstanding shares of Company Class A Common Stock (other than those shares of Company Class A Common Stock held by holders of Company Class B Common Stock).

2. The Parties are discussing in good faith and will attempt to resolve any issues relating to disclosure in Xerox’s S-4 relating to the Merger by midnight on Sunday, December 13, 2009, subject to Plaintiffs’ Counsel’s fiduciary duties, provided that nothing shall in any way affect the undertaking by plaintiffs in the first sentence of paragraph 3 hereof.

3. The plaintiffs agree not to seek to enjoin any shareholder vote on the closing of the Merger, nor shall they take any action for the purpose of preventing or delaying the closing of the Merger. Subject to the prior sentence, nothing in this agreement shall preclude plaintiffs from moving for other relief at the hearing now scheduled for January 13 and 14, 2010, including without limitation a motion seeking an equitable set aside or constructive trust with respect to some or all of the consideration paid to Deason in the Merger, with respect to which motion defendants reserve the right to oppose.

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4. The Parties shall not oppose any application by plaintiffs to set a final trial on the post-closing litigation to take place consistent with the Court’s schedule between March 15, 2010 and no later than May 15, 2010.

5. The Parties will negotiate in good faith the scope and timing of any additional discovery in advance of any pre-closing hearing.

6. The Parties acknowledge that, pursuant to this Stipulation, plaintiffs have conferred benefits on the Class, and that plaintiffs will seek an award of attorneys’ fees and reimbursement of litigation expenses (“Attorneys’ Fees”) in connection therewith. The parties have not in any respect discussed the amount of any potential fee award. Regardless of whether the parties ultimately reach an agreement as to the reasonableness of any fee award, ACS or its successor will pay to plaintiffs any Attorneys’ Fees that the Court may award. ACS or its successor reserves the right to object to the amount of any Attorneys’ Fees for which plaintiffs may apply.

7. The Parties’ respective agreement to approve this Stipulation shall not in any respect be argued to constitute a waiver, acceptance, ratification or in any other respect prejudice the rights of any party in the Action or the Class with respect to any post-closing claims or proceedings.

Dated: December 13, 2009

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Of Counsel:
	/s/ Stuart M. Grant
Mark Lebovitch	Stuart M. Grant (#2526)
Amy Miller	Cynthia A. Calder (#2978)
BERNSTEIN LITOWITZ	GRANT & EISENHOFER, P.A.
BERGER & GROSSMANN LLP	1201 North Market Street
1285 Avenue of the Americas	Wilmington, Delaware 19801
New York, New York 10019	(302) 622-7000
(212) 554-1400
Stephen Lowey
Thomas Skelton
LOWEY DANNENBERG COHEN &HART, P.C.
One North Broadway
White Plains, New York 10601-2310
(914) 997-0500	Court-Appointed Co-Class Counsel
	/s/ Kevin G. Abrams
Of Counsel:	Kevin G. Abrams (#2357)
	Nathan A. Cook (#4841)
John D. Donovan, Jr.	ABRAMS & BAYLISSLLP
Peter L. Welsh	20 Montchanin Road
ROPES & GRAYLLP	Suite 200
One International Place	Wilmington, Delaware 19807
Boston, Massachusetts 02110	(302) 778-1000
(617) 951-7000
	Attorneys for ACS Special Committee Members
	Kurt R. Krauss, Paul E. Sullivan, Ted B. Miller, Jr.
	and Frank Varasano
	/s/ Raymond J. DiCamillo
Of Counsel:	Raymond J. DiCamillo (#3188)
	Harry Tashjian, IV (#4609)
Peter E. Kazanoff	RICHARDS, LAYTON & FINGER, P.A.
SIMPSON THACHER & BARTLETT LLP	One Rodney Square
425 Lexington Avenue	920 North King Street
New York, New York 10017-3954	Wilmington, Delaware 19801
(212) 455-2000	(302) 651-7700
	Attorneys for Xerox Corporation and Boulder
	Acquisition Corp.

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	/s/ Kenneth J. Nachbar
Of Counsel:	Kenneth J. Nachbar (#2067)
	MORRIS, NICHOLS, ARSHT & TUNNELL LLP
Francis P. Barron	1201 North Market Street
Gary A. Bornstein	P.O. Box 1347
CRAVATH, SWAINE & MOORELLP	Wilmington, Delaware 19899-1347
Worldwide Plaza	(302) 658-9200
825 Eighth Avenue
New York, New York 10019
(212) 474-1000	Attorneys for Lynn R. Blodgett, Robert Allen
	Druskin and Affiliated Computer Services, Inc.
	SO ORDERED:
	Vice Chancellor Donald F. Parsons

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