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Xerox Corp. (BB63)

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Tuesday 04 December, 2001

Xerox Corp.

Re Directorate

Xerox Corp
3 December 2001

For additional Information contact:

Leslie F, Varon
Vice President & Secretary
Fax (203) 968-4301

James A Ramsey 
Director Investor Relations 
Fax (203) 968-3941

Cynthia B. Johnston 
Manager, Investor Relations
Fax (203) 968-3944


STAMFORD, Conn,, Dec. 3, 2001 - The Board of Directors of Xerox Corporation 
(NYSE: XRX) today elected Anne M. Mulcahy, president and chief executive 
officer, to the additional post as chairman, effective Jan. 1, 2002. Mulcahy 
succeeds Paul A. Allaire, who has been chairman since 1991 and will retire from 
the Xerox Board at the end of this year.

'Anne has won the respect of the Board and Xerox people through her effective 
execution of Xerox's turnaround and the focused direction she has set for the 
company's future,' said Allaire. 'This appointment is a strong vote of 
confidence in Anne's dynamic leadership and her commitment to accelerating the 
power of the Xerox brand through innovative technology and services. She's the 
right person at the right time to lead the growth and success of Xerox.'

Mulcahy, 49, was named chief executive officer of Xerox in August, following her
appointment in May 2000 as president and chief operating officer. Since that 
time, Mulcahy has led the company's progress in achieving its turnaround targets
including selling $2.2 billion in assets, reducing costs by more than $1 
billion, transitioning equipment financing to third-parties, and strengthening 
Xerox's core growth opportunities in the production printing, networked office 
and document services markets.

She began her 25-year Xerox career as a field sales representative in Boston and
assumed increasingly responsible management and executive positions, including 
chief staff officer and president of Xerox's General Markets Operations.

Allaire, 63, was named president of Xerox in 1986 and chief executive officer in
1990. He is credited for reinventing Xerox in the 1990s from a predominantly 
black-and-white light lens copier company to a digital, color and document 
solutions enterprise. Under his leadership, Xerox launched breakthrough 
technologies that created new market opportunities and influenced the industry's
transition to digital, including DocuTech production publishing systems, 
DocumentCentre networked multifunction devices, and DocuColor digital color 

Allaire joined Xerox in 1966 as a financial analyst in Rochester, N.Y. Prior to 
his appointments as president and chief executive officer, he held such 
positions as chief staff officer and managing director of Rank Xerox, now Xerox 

Mulcahy will assume the title of chairman and chief executive officer on Jan. 1,
2002. At that time, the position of president will be eliminated.

For additional information about The Document Company Xerox, please visit our 
Worldwide Web site at

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