-----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, MdnsUqUfZLmn6yiZiUHTD5m5Vap5eitUYyGL8RmLPM75vke0L883nGvTiv1N1D0P ULBN3xh1NjifJE8SUwYnOQ== 0001181431-06-013060.txt : 20060221 0001181431-06-013060.hdr.sgml : 20060220 20060221114449 ACCESSION NUMBER: 0001181431-06-013060 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060103 FILED AS OF DATE: 20060221 DATE AS OF CHANGE: 20060221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lesko James H CENTRAL INDEX KEY: 0001305095 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04471 FILM NUMBER: 06631878 BUSINESS ADDRESS: BUSINESS PHONE: 203-968-4391 MAIL ADDRESS: STREET 1: C/O XEROX CORPORATION STREET 2: P.O. BOX 1600 / 800 LONG RIDGE ROAD CITY: STAMFORD STATE: CT ZIP: 06904-1600 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 rrd108000.xml FORM 4 - FEBRUARY 16, 2006 ACTIVITY X0202 4 2006-01-03 0 0000108772 XEROX CORP XRX 0001305095 Lesko James H C/O XEROX CORPORATION P.O. BOX 1600 / 800 LONG RIDGE ROAD STAMFORD CT 06904-1600 0 1 0 0 Vice President Incentive Stock Rights 2006-01-03 5 J 0 9333 0 D 9334 D Common Stock 5447.370 I Employee Stock Ownership Plan Common Stock 2006-01-03 5 J 0 9333 0 A 17535 D Common Stock 2006-01-03 5 F 0 3334 0 D 14019 D Stock Option 46.8750 1999-01-01 2008-12-31 Commom Stock 22314 22314 D Stock Option 59.4375 2000-01-01 2006-12-31 Commom Stock 1104 1104 D Stock Option 47.50 2003-03-01 2009-12-31 Commom Stock 7032 7032 D Stock Option 21.7812 2005-01-01 2009-12-31 Commom Stock 30000 30000 D Stock Option 10.3650 2003-01-01 2011-12-31 Commom Stock 93500 93500 D Stock Option 7.8850 2004-01-01 2012-12-31 Commom Stock 93500 93500 D Stock Option 13.6850 2005-01-01 2011-12-31 Commom Stock 46000 46000 D Performance Shares 0.0 2006-02-16 4 A 0 8833 0 A 1988-08-08 1988-08-08 Common Stock 8833 8833 D Options vest over three years, 33.3% per year beginning in year shown. Not Applicable Vesting of Incentive Stock Rights. These performance shares were earned based on achievement of specific annual performance criteria that are not tied solely to the market price of Issuer securities. Performance shares, to the extent earned, are scheduled to vest three years from their respective grant date. K. W. Fizer, Attorney-in-Fact 2006-02-21 EX-24.TXT 2 rrd93925_105662.htm POWER OF ATTORNEY rrd93925_105662.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/James H. Lesko
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