rrd91549_103075.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, FtML4PZdCUqTEtExzBBNPUrlNp2V3btAr0+IabVEF7U+ijjzQttFQEpUG0Jb3C7i 4BCrf7gRUwhRgrUyr15vag== 0001181431-06-007400.txt : 20060201 0001181431-06-007400.hdr.sgml : 20060201 20060201172843 ACCESSION NUMBER: 0001181431-06-007400 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060130 FILED AS OF DATE: 20060201 DATE AS OF CHANGE: 20060201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BURNS URSULA M CENTRAL INDEX KEY: 0001190699 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04471 FILM NUMBER: 06570683 MAIL ADDRESS: STREET 1: C/O BOSTON SCIENTIFIC CORP STREET 2: ONE BOSTON SCIENTIFIC PL CITY: NATICK STATE: MA ZIP: 017601537 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 4 1 rrd105421.xml FORM 4 - JANUARY 30, 2006 ACTIVITY X0202 4 2006-01-30 0 0000108772 XEROX CORP XRX 0001190699 BURNS URSULA M 800 LONG RIDGE ROAD P. O. 1600 STAMFORD 06904 0 1 0 0 Senior Vice President Common Stock 2006-01-03 5 J 0 27667 0 A 169458 D Common Stock 2006-01-03 5 F 0 9750 0 D 159708 D Common Stock 2006-01-30 4 S 0 10081 14.06 D 149627 D Common Stock 2006-01-30 4 S 0 3300 14.04 D 146327 D Common Stock 2006-01-30 4 S 0 700 14.03 D 145627 D Common Stock 2006-01-30 4 S 0 13200 14.02 D 132427 D Common Stock 2006-01-30 4 S 0 15700 14.00 D 116727 D Common Stock 2006-01-30 4 S 0 3900 13.99 D 112827 D Common Stock 2006-01-30 4 S 0 5000 13.96 D 107827 D Common Stock 2006-01-30 4 M 0 149600 0 A 257427 D Common Stock 2006-01-30 4 S 0 10000 14.06 D 247427 D Common Stock 2006-01-30 4 S 0 3200 14.04 D 244227 D Common Stock 2006-01-30 4 S 0 600 14.03 D 243627 D Common Stock 2006-01-30 4 S 0 12500 14.02 D 231127 D Common Stock 2006-01-30 4 S 0 35600 14.00 D 195527 D Common Stock 2006-01-30 4 S 0 32700 13.99 D 162827 D Common Stock 2006-01-30 4 S 0 50000 13.97 D 112827 D Common Stock 2006-01-30 4 S 0 5000 13.96 D 107827 D Incentive Stock Rights 2006-01-03 5 J 0 27667 0.0 D 27667 D Common Stock 3316.78 I Empolyee Stock Ownership Plan Common Stock 3458 I Children Xerox Stock Fund 2078.23 I Xerox Stock Fund Stock Option 4.75 2006-01-30 4 M 0 149600 0 D 2002-01-01 2010-12-31 Common Stock 149600 0 D Stock Option 5.14 2007-10-14 2011-12-31 Common Stock 100000 100000 D Stock Option 7.885 2004-01-01 2012-12-31 Common Stock 280400 280400 D Stock Option 10.365 2003-01-01 2011-12-31 Common Stock 149600 149600 D Stock Option 21.7812 2005-01-01 2009-12-31 Common Stock 40000 40000 D Stock Option 46.875 1999-01-01 2008-12-31 Common Stock 15282 15282 D Stock Option 47.50 2003-03-01 2009-12-31 Common Stock 5625 5625 D Stock Option 59.4375 2000-01-01 2006-12-31 Common Stock 630 630 D Stock Option 13.685 2005-01-01 2011-12-31 Common Stock 138000 138000 D Options vest over three years, 33.3% per year beginning in year shown. Not Applicable Units purchased in and loan repayments to Xerox Stock Fund under Xerox Savings Plan. Amount does not represent shares of stock, but dollars invested divided by unit value. Vesting of incentive stock rights. This sale of shares was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 8, 2005 and disclosed under Item 8.01 of the Form 8-K filed with the Securities and Exchange Commission on November 5, 2004. K. W. Fizer, Attorney-In-Fact 2006-02-01 EX-24.TXT 2 rrd91549_103075.htm POWER OF ATTORNEY rrd91549_103075.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/Ursula M. Burns

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