rrd83367_93811.html

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QDlqfanjkF/sNbcf98WNODxNwz8Op/EGi3gCd9qZdr7qhL/Flzcugcqh+7grDCbh wU+aAVpcQ0lk1ajT3DMQyQ== 0001181431-05-060372.txt : 20051109 0001181431-05-060372.hdr.sgml : 20051109 20051109112047 ACCESSION NUMBER: 0001181431-05-060372 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051107 FILED AS OF DATE: 20051109 DATE AS OF CHANGE: 20051109 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: XEROX CORP CENTRAL INDEX KEY: 0000108772 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 160468020 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 800 LONG RIDGE RD STREET 2: P O BOX 1600 CITY: STAMFORD STATE: CT ZIP: 06904-1600 BUSINESS PHONE: 2039683000 MAIL ADDRESS: STREET 1: 800 LONG RIDGE ROAD STREET 2: PO BOX 1600 CITY: STAMFORD STATE: CT ZIP: 06904 FORMER COMPANY: FORMER CONFORMED NAME: HALOID XEROX INC DATE OF NAME CHANGE: 19730813 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MULCAHY ANNE M CENTRAL INDEX KEY: 0001201725 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04471 FILM NUMBER: 051188419 BUSINESS ADDRESS: STREET 1: 1000 NICOLLET MALL STREET 2: TPS-3155 CITY: MINNEAPOLIS STATE: MN ZIP: 55403 BUSINESS PHONE: 6126965147 MAIL ADDRESS: STREET 1: 1000 NICOLLET MALL CITY: MINNEAPOLIS STATE: MN ZIP: 55403 4 1 rrd96576.xml FORM 4 - NOVEMBER 7, 2005 ACTIVITY X0202 4 2005-11-07 0 0000108772 XEROX CORP XRX 0001201725 MULCAHY ANNE M 800 LONG RIDGE ROAD P. O. BOX 1600 STAMFORD CT 06904 0 1 0 0 Chairman and CEO Incentive Stock Rights 366000 D Xerox Stock Fund 13300.425 I Xerox Stock Fund Common Stock 4503.34 I Employee Stock Ownership Plan Common Stock 114271 I By Anne M. Mulcahy GRAT Common Stock 2005-11-07 4 M 0 150000 0 A 702946 D Common Stock 2005-11-07 4 S 0 150000 14.00 D 552946 D Stock Option 4.75 2005-11-07 4 M 0 150000 0 D 2002-01-01 2010-12-31 Common Stock 150000 634600 D Stock Option 7.885 2004-01-01 2012-12-31 Common Stock 934600 934600 D Stock Option 9.25 2004-01-01 2011-08-28 Common Stock 1000000 1000000 D Stock Option 10.365 2003-01-01 2011-12-31 Common Stock 934600 934600 D Stock Option 21.7812 2005-01-01 2009-12-31 Common Stock 60000 60000 D Stock Option 27.00 2001-01-01 2009-12-31 Common Stock 250000 250000 D Stock Option 36.7032 1999-01-01 2005-12-31 Common Stock 114436 114436 D Stock Option 44.1563 1999-01-01 2005-12-31 Common Stock 3500 3500 D Stock Option 46.875 1999-01-01 2008-12-31 Common Stock 49044 49044 D Stock Option 47.50 2003-03-01 2009-12-31 Common Stock 13946 13946 D Stock Option 59.4375 2000-01-01 2006-12-31 Common Stock 1382 1382 D Deferred Comp. 0.00 1988-08-08 1988-08-08 Common Stock 500000 500000 D Stock Option 13.685 2005-01-01 2011-12-31 Common Stock 609000 609000 D Options vest over three years, 33.3% per year beginning in year shown. Options vest over three years, 33%, 33%, 34%, beginning in year shown. Not Applicable Hypothetical investment of deferred compensation in Xerox Stock Fund under the Xerox Saving Plan. The exercise of stock options and the corresponding sale of shares reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 5, 2004 and disclosed under Item 8.01 of the Form 8-K filed with the Securities and Exchange Commission on November 5, 2004 This GRAT includes 39,271 shares previously held directly by reporting person. K. W. Fizer, Attorney-In-Fact 2005-11-09 EX-24.TXT 2 rrd83367_93811.htm POWER OF ATTORNEY rrd83367_93811.html

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints each of J. M. Farren, K. W. Fizer and S. K. Lee,
as the undersigned's true and lawful attorney's-in-fact, with full powers to act alone, to execute
and file with the Securities and Exchange Commission and any stock exchange or similar authority one
or more beneficial ownership reports and any and all amendments thereto, together with any and all
exhibits relating thereto including this Power of Attorney, in the name and on behalf of the undersigned,
disclosing the undersigned's beneficial ownership of securities of Xerox Corporation, in connection with
Section 16 and any other provisions of the Securities Exchange Act of 1934, as amended, and the rules
promulgated thereunder (the "SEC Rules"), which reports, amendments and exhibits shall contain such
information as any of J. Michael Farren, K. W. Fizer, and S. K. Lee deems appropriate. The undersigned
hereby grants to each such Attorney-in-fact full power and authority to do and perform each and every act
and thing whatsoever that said attorney or attorneys may deem necessary or advisable to carry out fully the
intent of the foregoing as the undersigned might or could do personally. The undersigned acknowledges that
none of the foregoing attorneys-in-fact, in serving in such capacity, which the undersigned acknowledges is
at the request of the undersigned, is assuming, nor is Xerox Corporation assuming, any of the undersigned's
responsibilities to comply with the SEC Rules. This power of attorney shall remain in full force and effect
with respect to each of the foregoing attorneys-in-fact until the undersigned is no longer required to file
any of the aforementioned reports under the SEC Rules, unless earlier revoked by the undersigned in a signed
writing delivered to the applicable attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the 20th day of July 2005.
/s/ Anne M. Mulcahy

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