Xerox Corp.

Re Directorate

Xerox Corp
3 October 2001

For additional Information contact:
Leslie F. Varon
Vice President Investor Relations
[email protected]

Cynthia B Johnston
Manager, Investor Relations
[email protected]

800 Long Ridge Road 
Stamford, Connecticut 06004 
Fax (203) 968-3944


STAMFORD, Conn., Oct. 3, 2001 - Xerox Corporation (NYSE: XRX) today announced 
that Barry D. Romeril, Xerox vice chairman and chief financial officer, will 
retire from the company at the end of this year. The company has initiated a 
search for a new chief financial officer (CFO).

'We are grateful for Barry's tireless efforts on behalf of Xerox, especially 
this past year as he has spearheaded our efforts toward restoring the company's 
financial strength,' said Anne M. Mulcahy, Xerox president and chief executive 
officer. 'His financial acumen and sound judgement will serve us well through 
this year as we continue to execute on our turnaround strategy and transition to
a new CFO.'

During the past year, the Xerox finance organization has led the successful 
negotiation of more than $2 billion in Xerox asset sales, including the 
approximately $220 million sale of several Xerox manufacturing operations to 
Flextronics announced yesterday, and the company's transition of equipment 
financing to third-party vendors. In September, Xerox announced a framework 
agreement with GE Capital to become the primary equipment-financing provider for
Xerox's customers in the United States.

'Xerox's recent announcements are evidence of the company's improving 
liquidity,' said Romeril. 'We have overcome challenges to build a solid 
foundation that will enhance value for our key stakeholders. With confidence in 
the progress we're making and the company's growth prospects for the future, I 
am ready to retire from Xerox and begin a new chapter in my life.'

Romeril, 58, joined Xerox as CFO in 1993 from British Telecommunications. His 
retirement from Xerox and its board of directors is effective December 31, 2001.

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 June 30,