NORWALK, Conn. — Xerox Corp. said Monday that a pension fund hasdropped a lawsuit over provisions in the copier company's purchase ofAffiliated Computer Services Inc. that would have made it tough for abetter buyout offer to succeed.

Xerox said the plaintiffs, Cityof St. Clair Shores Police and Fire Retirement System in Michigan,ended the litigation after the copier company agreed to removeroadblocks to a superior offer for ACS.

Xerox agreed that if theACS board receives a better offer to its $5.6 billion cash-and-stockbid for ACS, the copier company will not require ACS Chairman DarwinDeason to vote his shares in favor of Xerox.

The previousagreement would have forced Deason to give half of his votes to supportthe Xerox bid. He controls a 44 percent of the votes at ACS.

Xerox also won't force ACS to hold a shareholders meeting to vote on the Xerox bid but instead end the merger if requested.

The lawsuit was filed in October in Dallas County, Texas. A separate shareholder class action lawsuit is pending in Delaware.

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