rrd90048_101234.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, BKFJbkNgmTxQr0iusMkBhQDSk8Y7GgQ7cuzTEbqGMxaEmYxUuQgwT/aESsMJO6UL zqbOavZ0kw2x6FNnOcNKTQ== 0001181431-06-006710.txt : 20060131 0001181431-06-006710.hdr.sgml : 20060131 20060131130026 ACCESSION NUMBER: 0001181431-06-006710 CONFORMED SUBMISSION TYPE: 5 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051231 FILED AS OF DATE: 20060131 DATE AS OF CHANGE: 20060131 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MACHON JEAN NOEL CENTRAL INDEX KEY: 0001207739 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04471 FILM NUMBER: 06564968 MAIL ADDRESS: STREET 1: C/O XEROX CORP P O BOX 1600 STREET 2: 800 LONG RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06904 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 5 1 rrd103812.xml FORM 5 - DECEMBER 31, 2005 ACTIVITY X0202 5 2005-12-31 0 0 0 0000108772 XEROX CORP XRX 0001207739 MACHON JEAN NOEL P. O. BOX 1600 800 LONG RIDGE ROAD STAMFORD CT 06904 0 1 0 0 Vice President Common Stock 2005-01-03 5 J 0 15333 0.00 A 60916 D Common Stock 2005-01-03 5 F 0 6287 0.00 D 54629 D Incentive Stock Rights 2005-01-03 5 J 0 15333 0.00 D 30667 D Stock Option 5.14 2007-10-14 2011-12-31 Common Stock 50000 50000 D Stock Option 7.885 2004-01-01 2012-12-31 Common Stock 149600 149600 D Stock Option 10.365 2003-01-01 2011-12-31 Common Stock 93500 93500 D Stock Option 21.7812 2005-01-01 2009-12-31 Common Stock 20000 20000 D Stock Option 26.625 2003-03-01 2009-12-31 Common Stock 1212 1212 D Stock Option 47.50 2003-03-01 2009-12-31 Common Stock 2424 2424 D Stock Option 13.685 2005-01-01 2011-12-31 Common Stock 61000 61000 D Stock Option 15.205 2005-01-01 2011-12-31 Common Stock 16000 16000 D Options vest over three years, 33.3% per year beginning in year shown. Not Applicable Vesting of Incentive Stock Rights. K.W. Fizer, Attorney-In-Fact 2006-01-31 EX-24.TXT 2 rrd90048_101234.htm POWER OF ATTORNEY rrd90048_101234.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 18th day of July 2005.
/s/ Jean-Noel Machon

-----END PRIVACY-ENHANCED MESSAGE-----