Xerox Corp.

Re Agreements/ Financing

Xerox Corp
27 March 2002


For additional information contact:


Leslie F. Varon             James A Ramsey               
Vice President & Secretary  Director, Investor Relations 
203-968-3110                203-968 3807                 
Leslie.Varon@usa.xerox.com  James.Ramsey@usa.xerox.com   
Fax (203) 968-4301          Fax (203) 968-3944          
 
Cynthia B Johnson
Manager, Investor Relations
203-968 3489
Cindy.Johnston@usa.xerox.com
Fax (203) 968-3944



           XEROX REPORTS PROGRESS IN TRANSITIONING EQUIPMENT 
                      FINANCING TO THIRD PARTIES:
               AGREEMENTS SIGNED IN BRAZIL AND MEXICO


      Company Receives $557 Million Of Additional Financing From GE Capital

STAMFORD, Conn., March 27, 2002 - Xerox Corporation (NYSE: XRX) announced today
that it has made further progress in transitioning equipment financing to third
parties. Designed to significantly restructure Xerox's balance sheet through the
reduction of debt, Xerox's vendor financing strategy also ensures that customers
continue to quickly and easily obtain the Xerox equipment they need through
flexible financing arrangements.

In the past month, the company has taken the following steps to move forward 
this key element of its turnaround strategy:

• Received $266 million of financing from GE Capital, secured by portions of  
  Xerox's lease receivables in the United States. This securitization is in 
  addition to the approximately $1.2 billion of U.S. financing received last 
  year from GE Capital. The $266 million amortizes over a period that extends 
  into 2005.

• Received $291 million of financing from GE Capital, secured by portions of
  Xerox's lease receivables in Canada. This arrangement too amortizes over a
  period that extends into 2005.

• Completed an agreement with Banco Itau, S.A to become the primary source of
  equipment financing for Xerox customers in Brazil. It is expected that 
  beginning April 1, Banco Itau, S.A will provide the equipment financing for 
  all new activations.

• Completed an agreement with CIT Group affiliates in Mexico to become the
  primary source of equipment financing for Xerox customers in Mexico beginning 
  in the second quarter of this year.

• Activated the previously announced joint venture with De Lage Landen to manage 
  equipment financing, billing and collections for the financing of Xerox 
  equipment in the Netherlands. DLL owns 51 percent of the Joint venture and 
  provides the funding to support all new customer leases. Xerox owns the 
  remaining 49 percent.

• Secured a preliminary agreement to transfer Xerox's equipment financing 
  operations in Italy to a financing partner for $230 million.  In addition to 
  purchasing Xerox's existing lease portfolio in Italy, the partner will also 
  provide ongoing, exclusive equipment financing for new activations. Pending 
  final regulatory approval, this agreement is expected to be complete in April 
  at which time more details will be disclosed.

  With the recent receipt of this funding from GE Capital, Xerox's worldwide 
  cash balance has increased to approximately $4.8 billion.

For additional information about The Document Company Xerox, please visit our 
Worldwide Web site at www.xerox.com/investor.

This release contains forward-looking statements and information relating to
Xerox that are based on our beliefs as well as assumptions made by and
information currently available to us. The words 'anticipate,' 'believe,'
'estimate,' 'expect,' 'intend,' 'will' and similar expressions, as they relate
to us, are intended to identify forward-looking statements. Actual results
could differ materially from those projected in such forward-looking statements.
Information concerning certain factors that could cause actual results to differ
materially is included in the company's Form 10-Q for the quarter ended
September 30, 2001.

XEROX(R), The Document Company(R) and the digital X(R) are trademarks of XEROX 
CORPORATION.


                      This information is provided by RNS
            The company news service from the London Stock Exchange