SAN FRANCISCO, Nov 21 (Reuters) - Affiliated Computer Services Inc (ACS.N: Quote, Profile, Research) said on Wednesday five directors had resigned and had agreed to dismiss a lawsuit stemming from a takeover bid by Chairman Darwin Deason and Cerberus Capital Management LP.

The directors who resigned on Wednesday are Robert Holland III, J. Livingston Kosberg, Dennis McCuistion, Joseph P. O'Neill and Frank Rossi, according to a company statement. They agreed to dismiss a suit seeking a declaratory judgment that they had not breached their fiduciary duties in responding to the buyout offer. (Reporting by Philipp Gollner; editing by Andre Grenon)

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