rrd93870_105471.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, Fbq/E11EP4JvTfClMLgjpSz/u1PcHeQOeFAYTv1EQ8gOnjbjmPOO9dmoYLYf9KMC mvBS/TEJkNUyu5s8TYNH4w== 0001181431-06-011230.txt : 20060214 0001181431-06-011230.hdr.sgml : 20060214 20060214153205 ACCESSION NUMBER: 0001181431-06-011230 CONFORMED SUBMISSION TYPE: 5 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050131 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FARREN J MICHAEL CENTRAL INDEX KEY: 0001268634 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04471 FILM NUMBER: 06614160 BUSINESS ADDRESS: STREET 1: C/O XEROX CORP STREET 2: P O BOX 1600 800 LOND RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06904-1600 BUSINESS PHONE: 2039683916 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 rrd107944.xml FORM 5 DECEMBER 31, 2005 ACTIVITY X0202 5 2005-01-31 0 1 0 0000108772 XEROX CORP XRX 0001268634 FARREN J MICHAEL 800 LONG RIDGE ROAD P. O. BOX 1600 STAMFORD CT 06904 0 1 0 0 Vice Pres. & General Counsel Common Stock 3 55822 D Common Stock 2050.69 I Employee Stock Ownership Plan Incentive Stock Rights 33000 D Stock Option 46.8750 1999-01-01 2008-12-31 Common Stock 19782 19782 D Stock Option 59.4375 2000-01-01 2006-12-31 Common Stock 1166 1166 D Stock Option 47.50 2003-03-01 2009-12-31 Common Stock 5836 5836 D Stock Option 21.7812 2005-01-01 2009-12-31 Common Stock 35000 35000 D Stock Option 4.75 2002-01-01 2010-12-31 Common Stock 70100 70100 D Stock Option 10.365 2003-01-01 2011-12-31 Common Stock 70100 70100 D Stock Option 7.885 2004-01-01 2012-12-31 Common Stock 70100 70100 D Stock Option 13.685 2005-01-01 2011-12-31 Common Stock 55000 55000 D Options vest over three years, 33.3% per year beginning in year shown. To adjust initial balance reported on Form 3 by 5,040 shares which were inadvertantly double counted as of 10/24/2003. K. W. Fizer, Attorney-In-Fact 2006-02-14 EX-24.TXT 2 rrd93870_105471.htm POWER OF ATTORNEY rrd93870_105471.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 3rd day of November, 2005.

/s/ J. Michael Farren

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