-----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, FNrI6GpYIZlACXDtNDXd0g4glOUdFFrOcxFlymsEX1Fe4ANcGoRLenOb5SfKRpaH wbgtc6ROTg2uPSRdawjZ9A== 0001127602-08-006804.txt : 20080912 0001127602-08-006804.hdr.sgml : 20080912 20080912102342 ACCESSION NUMBER: 0001127602-08-006804 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080904 FILED AS OF DATE: 20080912 DATE AS OF CHANGE: 20080912 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: 45 GLOVER AVENUE STREET 2: PO BOX 4505 CITY: NORWALK STATE: CT ZIP: 06856 BUSINESS PHONE: 2039683000 MAIL ADDRESS: STREET 1: 45 GLOVER AVENUE STREET 2: PO BOX 4505 CITY: NORWALK STATE: CT ZIP: 06856 FORMER COMPANY: FORMER CONFORMED NAME: HALOID XEROX INC DATE OF NAME CHANGE: 19730813 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dastin Richard M CENTRAL INDEX KEY: 0001444730 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04471 FILM NUMBER: 081068420 BUSINESS ADDRESS: BUSINESS PHONE: 203-849-2392 MAIL ADDRESS: STREET 1: 45 GLOVER AVENUE STREET 2: P.O. BOX 4505 CITY: NORWALK STATE: CT ZIP: 06856 3 1 form3.xml PRIMARY DOCUMENT X0203 3 2008-09-04 0 0000108772 XEROX CORP XRX 0001444730 Dastin Richard M 45 GLOVER AVENUE P.O. 4505 NORWALK CT 06856 1 President, Xerox Office Group Common Stock 3429.6809 D Restricted Stock Units 41310 D Common Stock 2542 I Employee Stock Ownership Plan Performance Shares 0 1988-08-08 1988-08-08 Common Stock 22560 D Stock Options 47.50 2003-03-01 2009-12-31 Common Stock 773 D Stock Options 59.4375 2002-01-01 2008-12-31 Common Stock 1650 D Stock Options 26.625 2003-03-01 2009-12-31 Common Stock 387 D Stock Options 21.7812 2003-01-01 2009-12-31 Common Stock 2000 D Stock Options 21.7812 2002-01-01 2009-12-31 Common Stock 100 D Stock Options 10.365 2005-01-01 2011-12-31 Common Stock 7700 D Stock Options 7.8885 2006-01-01 2012-12-31 Common Stock 5134 D Stock Options 11.075 2006-01-01 2012-12-31 Common Stock 1500 D Stock Options 13.685 2006-01-01 2011-12-31 Common Stock 5000 D Not Applicable 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. Incentive stock rights under 16b-3 plan payable in shares treated as restricted stock. These rights are subject to vesting requirements. Karen Boyle, Attorney in Fact 2008-09-12 EX-24 2 doc1.htm POWER OF ATTORNEY 9/5/2008 7:56:34 PM Richard M Dastin POA

EXHIBIT 24

Xerox Corp

Power of Attorney
for Executing Forms 3, 4 and 5

Know all men by these presents, that the undersigned, director or officer, or both, of Xerox Corp, hereby constitutes and appoints each of Karen Boyle, Douglas H. Marshall, Don H. Liu, signing singly, the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Xerox Corp (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities of Xerox Corp unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 5th day of September, 2008
/s/ Richard M Dastin
Richard M Dastin
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