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Xerox Corp – ‘DEF 14A’ for 5/18/95

As of: Thursday, 4/6/95 · For: 5/18/95 · Accession #: 950123-95-922 · File #: 1-04471

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/06/95  Xerox Corp                        DEF 14A     5/18/95    1:109K                                   RR Donnelley/FA

Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Material                             39    170K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Paul A. Allaire
1	1st Page - Filing Submission
2	Paul A. Allaire

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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

[Enlarge/Download Table]

/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12

XEROX CORPORATION
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

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THE DOCUMENT COMPANY

[LOGO]

Xerox Corporation
800 Long Ridge Road
P.O. Box 1600
Stamford, Connecticut 06904

April 6, 1995

Dear Shareholders:

You are cordially invited to attend the Annual Meeting of Shareholders of Xerox
Corporation to be held Thursday, May 18, 1995 at 10:00 a.m. at The Rittenhouse,
210 West Rittenhouse Square, Philadelphia, Pennsylvania. Your Board of Directors
and Management look forward to greeting personally those shareholders able to
attend.

At the Annual Meeting, in addition to the election of 12 directors and the
election of KPMG Peat Marwick LLP as independent auditors for 1995, you are
being asked to consider and adopt the new Executive Performance Incentive Plan.
The Board of Directors unanimously recommends that you vote in favor of each of
these proposals.

The Company has received one shareholder proposal that your Board believes is
not in the best interest of the Company and its shareholders, and unanimously
recommends a vote against this shareholder proposal.

You will note that Joan Ganz Cooney is not standing for reelection as she is
retiring after serving as a director for 20 years. We are deeply grateful to
Mrs. Cooney for her many contributions to the success of our Company.

It is important that your shares be represented and voted at the Annual Meeting,
regardless of whether or not you plan to attend in person. You are therefore
urged to sign, date and mail the accompanying proxy card and return it promptly
in the postage paid envelope provided.

For the Board of Directors,

/s/ Paul A. Allaire

Paul A. Allaire
Chairman and Chief Executive Officer

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NOTICE OF ANNUAL SHAREHOLDERS' MEETING

The Annual Meeting of Shareholders of Xerox Corporation will be held at The
Rittenhouse, 210 West Rittenhouse Square, Philadelphia, Pennsylvania, on
Thursday, May 18, 1995, at 10:00 a.m. The purposes of the meeting will be to
elect directors, to elect independent auditors for 1995, to adopt a new
Executive Performance Incentive Plan, to act on one shareholder proposal
described on pages 27 through 28, and to conduct any other business as may
properly come before the meeting.

The Board of Directors has determined that holders of common stock, Class B
stock and Series B Convertible Preferred stock of the Company at the close of
business on March 29, 1995 will be entitled to notice of and to vote at the
Annual Meeting.

We urge you to execute your proxy and return it in the enclosed envelope.

By order of the Board of Directors,

Eunice M. Filter

/s/ Eunice M. Filter
Secretary

April 6, 1995

Whether you plan to attend the meeting or not, please fill in, sign, date and
mail the accompanying proxy as soon as possible. An envelope, which requires no
postage if mailed in the United States or Canada, is included for your
convenience.

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PROXY STATEMENT

The Board of Directors of Xerox Corporation (Company or Xerox) is requesting
your proxy for the Annual Meeting of Shareholders on May 18, 1995, and any
adjournments thereof. By executing and returning the enclosed proxy card, you
authorize the three directors whose names are listed on the front of it to
represent you and vote your shares in connection with the purposes set forth in
the Notice of Annual Meeting. The holders of a majority of the shares entitled
to vote at the meeting must be present in person or represented by proxy in
order to constitute a quorum for all matters to come before the meeting.

If you attend the meeting, you may of course vote by ballot. But if you are not
present, your shares can be voted only when represented by a properly executed
proxy. In this case you have several choices.

- You may vote on each proposal when returning the enclosed proxy card, in which
case your shares will be voted in accordance with your choices.

- You may indicate a preference to abstain on any proposal, in which case no
vote will be recorded.

- You may return a properly executed proxy, without indicating your voting
preferences, in which case the proxies will vote your shares as follows: for
election of the directors nominated by the Board of Directors; for election of
KPMG Peat Marwick LLP as the Company's independent auditors for 1995; for the
adoption of a new Executive Performance Incentive Plan; and against the
shareholder proposal regarding the MacBride Principles.

You may revoke your proxy at any time, insofar as it has not been voted, by
notifying the Corporate Secretary in writing.

Under the law of New York, the Company's state of incorporation, only votes cast
"for" the election of directors or those cast "for" or "against" any other
proposal will be counted in determining whether a nominee for director has been
elected or whether any of the other proposals at this meeting have been
approved. Abstentions, broker non-votes and votes withheld are not treated as
votes cast at the meeting.

On March 29, 1995 the Company had outstanding 106,831,594 shares of common
stock, 1,000 shares of Class B stock, and 9,620,557 shares of Series B
Convertible Preferred stock, each of which is entitled to one vote on each
proposal at the meeting. The Board of Directors has set the close of business on
March 29, 1995 as the record date for determining the shareholders entitled to
notice of and to vote at the meeting.

PROPOSAL 1--ELECTION OF DIRECTORS

Shareholders annually elect directors to serve for one year and until their
successors have been elected and shall have qualified. The 12 persons whose
biographies appear on pages 5 through 11 have been proposed by the Board of
Directors based on a recommendation by the Nominating Committee of the Board of
Directors. The Nominating Committee consists of Joan Ganz Cooney, B. R. Inman,
Vernon E. Jordan, Jr., Hilmar Kopper and John E. Pepper, none of whom is an
officer or employee of the Company.

Ten of the 12 nominees are neither employees nor former employees of Xerox, its
subsidiaries or associated companies. These Board members bring to the Company
valuable experience from a variety of fields.

The By-Laws of the Company require that all nominees for director file with the
Secretary, at least 24 hours prior to the Annual Meeting, a statement indicating
consent to being a nominee and, if elected, intention to serve as a director.
Each of the nominees proposed by the Board of Directors has filed such a
statement.

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If for any reason, which the Board of Directors does not expect, a nominee is
unable to serve, the proxies may use their discretion to vote for a substitute
proposed by the Board of Directors.

The vote required for election as a director of the Company is a plurality of
the votes cast at the meeting.

COMMITTEE FUNCTIONS, MEMBERSHIP AND MEETINGS

The Company's Board of Directors has several standing committees: the Audit,
Nominating, Executive Compensation and Benefits, Finance and Executive
Committees.

Audit Committee: The Audit Committee is responsible for recommending to the
Board of Directors the engagement of independent auditors for the Company and
reviewing with the independent auditors the plan and results of the auditing
engagement. The committee reviews summaries of the year-end financial data and
significant changes in accounting policies and financial reporting practices
with management, the Company's Director, Corporate Audit and independent
auditors. In addition, the committee reviews the recommendations contained in
the independent auditors' audit management letter and management's response to
that letter. The Audit Committee also reviews the plan for and results of the
Company's internal audits.

The members of the Audit Committee are all non-employee directors: Joan Ganz
Cooney, B. R. Inman, Ralph S. Larsen, John D. Macomber, N. J. Nicholas, Jr. and
Martha R. Seger. Mr. Nicholas is the Chairman. Three meetings of the Audit
Committee were held during 1994.

Nominating Committee: The Nominating Committee recommends to the Board of
Directors nominees for election as directors of the Company. The committee
considers the performance of incumbent directors in determining whether to
recommend that they be nominated to stand for reelection.

The members of the Nominating Committee are Joan Ganz Cooney, B. R. Inman,
Vernon E. Jordan, Jr., Hilmar Kopper and John E. Pepper. Mrs. Cooney is the
Chairman of the Nominating Committee. The committee held two meetings in 1994.

Shareholders who wish to recommend individuals for consideration by the
Nominating Committee may do so by submitting a written recommendation to the
Secretary of the Company, P.O. Box 1600, Stamford, Connecticut 06904.
Submissions must include sufficient biographical information concerning the
recommended individual, including age, employment and board memberships (if
any), for the committee to consider, as well as a written consent by the nominee
to stand for election if nominated by the Board of Directors and to serve if
elected by the shareholders. Recommendations received by December 31, 1995 will
be considered for nomination at the 1996 Annual Meeting of Shareholders.
Recommendations received after December 31, 1995 will be considered for
nomination at the 1997 Annual Meeting of Shareholders.

Executive Compensation and Benefits Committee: This committee is responsible for
recommending to the Board of Directors the remuneration arrangements for senior
management of the Company, including the adoption of compensation plans in which
senior management is eligible to participate and the granting of benefits under
any such plans. The committee also consults with the Chief Executive Officer and
advises the Board with respect to senior management succession planning.

Robert A. Beck, Vernon E. Jordan, Jr., Ralph S. Larsen, John D. Macomber, John
E. Pepper and Thomas C. Theobald are the members of the Executive Compensation
and Benefits Committee, and are all non-

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employee directors of the Company. Mr. Larsen is the Chairman. Four meetings of
the committee were held in 1994.

Finance Committee: The Finance Committee oversees the investment management of
the Company's employee profit sharing and retirement plans. In addition, the
Finance Committee is responsible for reviewing the Company's asset mix, capital
structure and strategies, financing strategies, insurance coverage and dividend
policy.

The members of the Finance Committee, all of whom are non-employee directors,
are Robert A. Beck, Hilmar Kopper, N. J. Nicholas, Jr., Martha R. Seger and
Thomas C. Theobald. Mr. Theobald is the Chairman of the Finance Committee. The
Finance Committee held nine meetings in 1994.

Executive Committee: The Executive Committee has all the authority of the Board
of Directors, except with respect to certain matters that by statute may not be
delegated by the Board of Directors. The committee acts only in the intervals
between meetings of the full Board of Directors. It acts usually in those cases
where it is not feasible to convene a special meeting or where the agenda is the
technical completion of undertakings already approved in principle by the Board.
The members of the Executive Committee are Paul A. Allaire, N. J. Nicholas, Jr.
and Thomas C. Theobald. Mr. Allaire is the Chairman. The Executive Committee
held one meeting in 1994.

ATTENDANCE AND REMUNERATION OF DIRECTORS

Six meetings of the Board of Directors and 19 meetings of the Board committees
were held in 1994. All incumbent directors other than Robert A. Beck, Vernon E.
Jordan, Jr. and Hilmar Kopper attended at least 75 percent of the total number
of meetings of the Board of Directors and Board committees on which they served.
The Company believes that attendance at meetings is only one means by which
directors may contribute to the effective management of the Company and that the
contributions of all directors have been substantial and are highly valued.

Directors who are not employees of the Company receive $44,000 per year for
service as a director, $6,000 per year for service on each committee of the
Board on which they serve (except the Executive Committee), and reimbursement
for out-of-pocket expenses incurred in connection with attendance at meetings
and other services as a director. Directors who are employees of the Company do
not receive any compensation for service as a director.

Pursuant to the Restricted Stock Plan For Directors, $15,000 of the annual
director's fee and $1,000 of each committee fee is paid in the form of
restricted shares of common stock of the Company. The shares may not be sold or
transferred except upon death, retirement, disability, change in control or
termination of service as a director with the consent of a majority of the Board
of Directors. If the individual's service as a director is terminated for any
other reason, the shares are forfeited. The holders of restricted shares are
entitled to all distribution and voting rights of the common stock. The
directors have the option to receive part or all of their total cash fees for
service on the Board and committees of the Board in the form of shares of common
stock, which may be restricted or unrestricted at the election of the
individual. The number of shares issued is based on the market value at the time
the fee is payable. The shares held by directors under this Plan are included in
the Xerox securities owned shown in the biographies of the directors beginning
on page 5.

The Board has also adopted a Retirement Plan for non-employee directors retiring
at age 70 with at least five years of service. The Plan provides a benefit equal
to one-half of the annual retainer in effect at the time of

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retirement, including committee fees and the value of restricted stock, payable
quarterly until the director's death. Directors retiring due to disability, a
conflict of interest arising from an action of the Company or a change in
control are also eligible for the retirement benefit. A reduced benefit is
payable to directors choosing early retirement with at least 10 years of
service.

TERMS USED IN BIOGRAPHIES

To help you consider the nominees, we use a biographical format that provides a
ready reference on their backgrounds. Certain terms used in the biographies may
be unfamiliar to you, so we are defining them here.

Xerox securities owned means the Company's common shares and Series B
Convertible Preferred stock. Series B shares are owned through the individual's
account in the Employee Stock Ownership Plan. None of the nominees owns any of
the Company's other securities.

Options/Rights/Restricted Shares is the number of the Company's common shares
held subject to performance-based vesting restrictions and common shares subject
to stock options and incentive stock rights held by a nominee.

Immediate family means the spouse, the minor children and any relatives sharing
the same home as the nominee.

Unless otherwise noted, all Xerox securities held are owned beneficially by the
nominee. This means he or she has or shares voting power and/or investment power
with respect to the securities, even though another name--that of a broker, for
example--appears in the Company's records. All ownership figures are as of March
29, 1995.

For information on compensation for officers, see the compensation section
starting on page 14.

[Enlarge/Download Table]

------------------- PAUL A. ALLAIRE

Age: 56 Director since: 1986

Xerox securities owned: 44,787 common shares; 346 Series B
[PHOTO] Convertible Preferred shares

Options/Rights/Restricted Shares: 439,102 common shares

Occupation: Chairman and Chief Executive Officer and Chairman of the
------------------- Executive Committee, Xerox Corporation.

Education: BS, Worcester Polytechnic Institute; MS, Carnegie-Mellon
University.

Other Directorships: Rank Xerox Limited; Fuji Xerox Co., Ltd.; The New York
Stock Exchange, Inc.; Sara Lee Corporation; SmithKline Beecham plc; and Xerox
Financial Services, Inc.

Other Background: Joined Xerox in 1966. Member, Board of Trustees,
Carnegie-Mellon University and Member, Business Advisory Council of the Graduate
School of Industrial Administration, Carnegie-Mellon University. Member, Board
of Trustees, Worcester Polytechnic Institute. Member, The Business Roundtable,
and The Business Council. Member, Board of Directors, the Council on Foreign
Relations, the New York City Ballet, and Catalyst. Chairman, Council on
Competitiveness.

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------------------- ROBERT A. BECK

Age: 69 Director since: 1976

Xerox securities owned: 3,867 common shares
[PHOTO]
Occupation: Chairman Emeritus, The Prudential Insurance Company
of America.

Education: BS, Syracuse University (summa cum laude).
-------------------
Other Directorships: Texaco, Inc.; Campbell Soup Company; The
Prudential Insurance Company of America; and The Boeing Company.

Other Background: Joined Prudential in 1951 and was Chairman and Chief Executive
Officer from 1978 through 1986. Member of The Business Council; Former Chairman
of The Business Roundtable; Member, Board of Trustees of Syracuse University;
Past Chairman of United Way of America and the American College. Member of the
Executive Compensation and Benefits Committee and the Finance Committee of
Xerox.

[Download Table]

------------------- B. R. INMAN

Age: 64 Director since: 1987

Xerox securities owned: 1,021 common shares
[PHOTO]
Occupation: Investor.

Education: BA, University of Texas.

------------------- Other Directorships: Fluor Corporation; Science Applications
International Corporation; Southwestern Bell Corp.;
and Temple Inland, Inc.

Other Background: Entered Naval Reserve in 1951, graduated from National War
College in 1972, promoted to Rear Admiral in 1974, to Vice Admiral in 1976 and
to Admiral in 1981. Retired with permanent rank of Admiral in 1982. Between 1974
and 1982 served as Director of Naval Intelligence, Vice Director of the Defense
Intelligence Agency, Director of the National Security Agency and Deputy
Director of Central Intelligence. Between 1983 and 1986 served as Chairman and
Chief Executive Officer of Microelectronics and Computer Technology Corporation.
Chairman, President and Chief Executive Officer, Westmark Systems, Inc., 1987 to
1989. Chairman, Federal Reserve Bank of Dallas, 1987 to 1990. Member, National
Academy of Public Administration. Trustee, California Institute of Technology
and Southwestern University. Adjunct Professor at the LBJ School of Public
Affairs and at the Graduate School of Business of the University of Texas at
Austin. Member of the Audit and Nominating Committees of Xerox.

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------------------- VERNON E. JORDAN, JR.

Age: 59 Director since: 1974

Xerox securities owned: 3,250 common shares
[PHOTO]
Occupation: Partner, Akin, Gump, Strauss, Hauer & Feld, LLP.

Education: BA, DePauw University; JD, Howard University Law School.

------------------- Other Directorships: American Express Company; Bankers Trust
Company; Bankers Trust New York Corporation; Corning Incorporated;
Dow Jones & Co.; J.C. Penney Company, Inc.; Revlon Group; Ryder
System, Inc.; Sara Lee Corporation; and Union Carbide Corporation.

Other Background: Became a partner in the law firm of Akin, Gump, Strauss, Hauer
& Feld in 1982, following ten years as President of the National Urban League,
Inc. Member of the Bar of Arkansas, Georgia and the District of Columbia as well
as the U.S. Supreme Court Bar. Director, Brookings Institution, Ford Foundation,
LBJ Foundation, Howard University, the Joint Center for Political and Economic
Studies, the NAACP Legal Defense and Education Fund, Inc., National Academy
Foundation and the Roy Wilkins Foundation. Former Member of the National
Advisory Commission on Selective Service, the American Revolution Bicentennial
Commission, the Presidential Clemency Board, the Advisory Council on Social
Security, the Secretary of State's Advisory Committee on South Africa and the
President's Advisory Committee of the Points of Light Foundation. Member of the
Executive Compensation and Benefits Committee and the Nominating Committee of
Xerox.

[Enlarge/Download Table]

------------------- YOTARO KOBAYASHI

Age: 61 Director since: 1987

Xerox securities owned: 1,765 common shares
[PHOTO]
Occupation: Chairman and Chief Executive Officer, Fuji Xerox Co.,
Ltd.

Education: BA, Keio University; MBA, Wharton Graduate School,
------------------- University of Pennsylvania.

Other Directorships: Fuji Xerox Co., Ltd.; Iwaki Glass Co., Ltd.;
and Japan Research Center Co., Ltd.

Other Background: Joined Fuji Photo Film Co., Ltd in 1958, was assigned to Fuji
Xerox Co., Ltd. in 1963, named President and Chief Executive Officer in 1978 and
Chairman and Chief Executive Officer in 1992. Chairman, Asian Office Automation
Equipment Council of The Confederation of Asian Chambers of Commerce and
Industry and Chairman, Committee on Foreign Relations of The Federation of
Economic Organizations. Vice-Chairman, Japan Association of Corporate
Executives. Chairman, Japan-U.S. Business Council. Former member of the U.S.
Japan Advisory Commission and The Provisional Council for the Promotion of
Administrative Reform. Past Chairman, Japan Business Machine Makers Association.
Member of the Trilateral Commission, the Pacific Basin Economic Council, the
Board of Overseers of The Wharton School of the University of Pennsylvania and
the Advisory Council of the Institute for International Studies, Stanford
University. Vice-Chairman, Board of Trustees, International University of Japan
and member of the Board of Trustees, Keio University.

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------------------- HILMAR KOPPER

Age: 60 Director since: 1991

Xerox securities owned: 1,681 common shares
[PHOTO]
Occupation: Spokesman of the Board of Managing Directors, Deutsche
Bank AG.

Education: High school diploma.
-------------------
Other Directorships: Akzo Nobel NV; Bayer AG; Daimler-Benz AG; Linde
AG; Lufthansa AG; Mannesmann AG; Munich Re AG; Pilkington plc;
Solvay SA; Veba AG; and RWE AG.

Other Background: Apprenticeship with Rheinisch-Westfalischen Bank AG in
Cologne, 1954. Management trainee at J. Henry Schroder Banking Corporation, New
York. Foreign Department, Deutsche Bank's Central Office in Dusseldorf and
Manager, Leverkusen branch, 1969. Appointed to the Board of Directors of
Deutsche Bank subsidiary European Asian Bank in Hamburg, 1972. Executive Vice
President, 1975 and Member of the Board of Managing Directors, Deutsche Bank AG,
1977. Succeeded Alfred Herrhausen as Spokesman of the Board of Managing
Directors, December 1989. Member of the Finance and Nominating Committees of
Xerox.

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------------------- RALPH S. LARSEN

Age: 56 Director since: 1990

Xerox securities owned: 2,677 common shares and an indirect interest
[PHOTO] in approximately 1,049 common shares through the Deferred
Compensation Plan

Occupation: Chairman and Chief Executive Officer, Johnson & Johnson.

------------------- Education: BBA, Hofstra University.

Other Directorships: Johnson & Johnson; The New York Stock
Exchange, Inc.

Other Background: Joined Johnson & Johnson in 1962, was named Vice President of
Marketing, McNeil Consumer Products Company in 1980. President of Becton
Dickinson's Consumer Products Division, 1981 to 83. Returned to Johnson &
Johnson as President of its Chicopee subsidiary in 1983. Named a company Group
Chairman in 1986, and Chairman of the Board and Chief Executive Officer in 1989.
Member, Board of the U.S. Committee for UNICEF and the Tri-State United Way.
Vice Chairman of The Business Council and member of the Policy Committee of The
Business Roundtable. Served two years in the U.S. Navy. Chairman of the
Executive Compensation and Benefits Committee and member of the Audit Committee
of Xerox.

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------------------- JOHN D. MACOMBER

Age: 67 Director since: 1993, and 1987 to 1989

Xerox securities owned: 2,295 common shares
[PHOTO]
Occupation: Principal, JDM Investment Group.

Education: BA, Yale University; MBA, Harvard University Graduate
School of Business Administration.
-------------------
Other Directorships: Bristol-Myers Squibb Company; The Brown Group
Inc; Lehman Brothers; Pilkington plc; and Textron Inc.

Other Background: Principal of JDM Investment Group since 1992. Served as
Chairman and President, Export-Import Bank of the United States, 1989 to 1992.
Joined Celanese Corporation in 1973 as President and held the positions of
Chairman and Chief Executive Officer from 1980 to 1987. Prior to joining
Celanese, served as Senior Director with McKinsey & Co. Inc. Former Director of
Chase Manhattan Bank, N.A.; Chase Manhattan Corporation; Celgene Corporation;
Florida Power and Light Group; Lasertechnics (where he served as Chairman); and
RJR Nabisco, Inc. Member of the Advisory Board of the Yale School of Management,
the Center for Strategic and International Studies and STRIVE. Member of the
Board of Directors of the Atlantic Council of the United States, the
French-American Foundation and the National Executive Services Corps. Member of
the Council on Foreign Relations and the Bretton Woods Committee. Trustee of the
Carnegie Institution of Washington and The Rockefeller University. Chairman,
Council For Excellence In Government. Served two years in the U. S. Air Force.
Member of the Audit Committee and the Executive Compensation and Benefits
Committee of Xerox.

[Enlarge/Download Table]

------------------- N. J. NICHOLAS, JR.

Age: 55 Director since: 1987

Xerox securities owned: 2,765 common shares and an indirect interest
[PHOTO] in approximately 1,007 common shares through the Deferred
Compensation Plan.

Occupation: Investor.

------------------- Education: BA, Princeton University; MBA, Harvard University
Graduate School of Business Administration.

Other Directorships: Bankers Trust Company; Boston Scientific Corp.

Other Background: President and Co-Chief Executive Officer, Time-Warner Inc.,
1990 to 1992. Former member of the President's Advisory Committee on Trade
Policy and Negotiations and the President's Commission on Environmental Quality.
Trustee, Sarah Lawrence College; Advisory Board, Columbia University Graduate
School of Journalism. Chairman of the Audit Committee and Member of the Finance
Committee of Xerox.

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------------------- JOHN E. PEPPER

Age: 55 Director since: 1990

Xerox securities owned: 3,355 common shares; immediate family owns
[PHOTO] 1,000 shares

Occupation: President, Procter & Gamble Company.

Education: BA, Yale University.
-------------------
Other Directorships: Motorola, Inc.; Procter & Gamble Company.

Other Background: Joined Procter & Gamble in 1963. Named Executive Vice
President and elected to the Board of Directors in 1984, named President in
1986. Member, Advisory Committee, Yale School of Management and the National
Alliance of Business. Trustee, Christ Church Endowment Fund and the Cincinnati
Art Museum. Chairman of the 1994 Cincinnati United Way Campaign. Co-Chair,
Governor's Education Council of the State of Ohio and Cincinnati Youth
Collaborative. Served three years in the U.S. Navy. Member of the Executive
Compensation and Benefits Committee and the Nominating Committee of Xerox.

[Enlarge/Download Table]

------------------- MARTHA R. SEGER

Age: 63 Director since: 1991

Xerox securities owned: 761 common shares and an indirect interest
[PHOTO] in approximately 58 common shares through the Deferred Compensation
Plan

Occupation: Financial economist and Former Governor, Federal Reserve
System; currently Distinguished Visiting Professor of Finance,
------------------- Central Michigan University.

Education: BBA, MBA, PhD, University of Michigan.

Other Directorships: Fluor Corporation; Michigan Mutual and the
Amerisure Companies; Amoco Corporation; Johnson Controls; Providian
Corp; The Kroger Co.; and Tucson Electric Power Co.

Other Background: Financial Economist, Federal Reserve Board, 1964 to 1967.
Chief Economist, Detroit Bank & Trust, 1967 to 1974, elected Vice President in
1971. Vice President, Economics and Investments, Bank of the Commonwealth
(Detroit), 1974 to 1976. Adjunct Associate Professor, University of Michigan,
1976 to 1979. Associate Professor of Economics and Finance, Oakland University,
1980. Commissioner of Financial Institutions, State of Michigan, 1981 to 1982.
Professor of Finance, Central Michigan University, 1983 to 1984. Governor,
Federal Reserve System, 1984 to 1991. Member of the Audit and Finance Committees
of Xerox.

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------------------- THOMAS C. THEOBALD

Age: 57 Director since: 1983

Xerox securities owned: 1,221 common shares and an indirect interest
[PHOTO] in approximately 239 common shares through the Deferred Compensation
Plan

Occupation: Partner, William Blair Capital Management.

------------------- Education: AB, College of the Holy Cross; MBA, Harvard University
Graduate School of Business Administration.

Other Directorships: Enron Global Power & Pipelines; Mutual of New
York.

Other Background: Began career with Citibank in 1960, appointed Vice Chairman
and elected a Director of Citicorp in 1982. Chairman, Continental Bank
Corporation, 1987 to 1994. Director of the Associates of the Harvard Business
School and the Chicago Council on Foreign Relations. Trustee, National Lekotek
Center and Northwestern University. Member of the Committee on Architecture of
the Art Institute of Chicago, the Civic Committee of The Commercial Club of
Chicago, the Chicago Urban League's Business Advisory Council and the Illinois
Business Roundtable. Chairman of the Finance Committee and Member of the
Executive Compensation and Benefits Committee of Xerox.

DEF 14A 14th Page of 39 TOC 1st Previous Next ↓Bottom Just 14th

OWNERSHIP OF COMPANY SECURITIES

The Company knows of no person who, or group which, owns beneficially more than
5% of any class of its equity securities as of December 31, 1994, except as set
forth below (1).
--------------------------------------------------------------------------------

[Enlarge/Download Table]

AMOUNT
BENEFICIALLY PERCENT
TITLE OF CLASS NAME OF ADDRESS OF BENEFICIAL OWNER OWNED OF CLASS

---------------------------------------------------------------------------------------------
Series B Convertible State Street Bank and Trust Company, 9,676,877 100%
Preferred Stock(2) as Trustee,
225 Franklin Street, Boston, MA(3)
Common Stock State Street Bank and Trust Company, 1,743,439(4) 9.9%(5)
as Trustee under other plans and
accounts 225 Franklin Street, Boston,
MA
Common Stock The Capital Group Companies, Inc. 7,758,490(6) 7.33%
333 South Hope Street,
Los Angeles, CA
---------------------------------------------------------------------------------------------

(1) The words "group" and "beneficial" are as defined in regulations issued by
the Securities and Exchange Commission (SEC). Beneficial ownership under
such definition means possession of sole voting power, shared voting power,
sole dispositive power or shared dispositive power. The information provided
in this table is based solely upon the information contained in the Forms
13G filed by each of the named entities with the SEC. One present employee
owns 100% of the 1,000 shares of Class B stock which has equal voting rights
with the common stock, representing less than one-one hundredth of 1% of the
voting power of the Company.

(2) These shares have equal voting rights with the common stock and Class B
stock.

(3) Held as Trustee under the Company's Employee Stock Ownership Plan. Each
participant may direct the Trustee as to the manner in which shares
allocated to his or her account shall be voted. The Trust Agreement provides
that the Trustee shall vote any shares allocated to participants accounts as
to which it has not received voting instructions and any shares which have
not been so allocated, in the same proportions as shares in participants'
accounts as to which voting instructions are received. The power to dispose
of shares is governed by the terms of the Plan and elections made by
participants.

(4) Within this total as to certain of the shares, State Street Bank and Trust
Company has sole voting power 743,168 shares, shared voting power 907,515
shares, sole dispositive power 833,459 shares and shared dispositive power
906,623 shares.

(5) Percentage based upon assumption that all Series B Convertible Preferred
stock were converted into common stock.

(6) Certain operating subsidiaries of The Capital Group Companies, Inc.,
exercised investment discretion over various institutional accounts which
held as of December 31, 1994, 7,758,490 shares of the Company (7.33% of the
outstanding class). Capital Guardian Trust Company, a bank, and one of such
operating companies, exercised investment discretion over 1,353,390 of said
shares. Capital Research and Management Company, and Capital International,
Inc., registered investment advisers, and Capital International, Limited,
and Capital International S.A., other operating subsidiaries, had investment
discretion with respect to 6,321,000, 7,000 and 73,100 and 4,000
respectively.

DEF 14A 15th Page of 39 TOC 1st Previous Next ↓Bottom Just 15th

Shares of common stock and Series B Convertible Preferred stock of the Company
owned beneficially by its directors and nominees for director, each of the
executive officers named in the Summary Compensation Table below and directors
and all officers as a group, as of March 29, 1995, were as follows:

[Download Table]

------------------------------------------------------------------------------
Amount
Name of Beneficially
Beneficial Owner Owned
------------------------------------------------------------------------------

Paul A. Allaire................................................. 189,718
Robert A. Beck.................................................. 3,867
Joan Ganz Cooney................................................ 1,291
Allan E. Dugan.................................................. 22,358
Wayland R. Hicks................................................ 9,430
B.R. Inman...................................................... 1,021
Vernon E. Jordan, Jr. .......................................... 3,250
Yotaro Kobayashi................................................ 1,765
Hilmar Kopper................................................... 1,681
Ralph S. Larsen................................................. 2,677
John D. Macomber................................................ 2,295
N.J. Nicholas, Jr. ............................................. 2,765
John E. Pepper.................................................. 3,355
Addison B. Rand................................................. 23,066
Barry D. Romeril................................................ 27,889
Martha R. Seger................................................. 761
Thomas C. Theobald.............................................. 1,221
Peter van Cuylenburg............................................ 4,260
Directors and All Officers as a group........................... 703,757
-------------------------------------------------------------------------------

The shares of common stock, and Series B stock owned by each director and
officer named and by all directors and officers as a group represent less than
1% of the aggregate number of shares of common stock and Series B stock
outstanding at March 29, 1995. Included in the numbers are shares of common
stock which officers and directors had a right, within 60 days, to acquire upon
the exercise of options or rights and the conversion of debentures, all of which
shares were deemed outstanding for purposes of computing the percentage of
common stock and Series B stock outstanding and beneficially owned. Officers
also hold options that are not presently exercisable, restricted shares and
incentive stock rights with respect to an additional 1,242,559 shares of common
stock which, in accordance with the rules of the SEC, are not included in the
table. In addition, officers and directors had interests in the Xerox Stock Fund
under the Profit Sharing and Savings Plan and the Deferred Compensation Plans
equal to approximately 38,227 shares of common stock.

DEF 14A 16th Page of 39 TOC 1st Previous Next ↓Bottom Just 16th

EXECUTIVE COMPENSATION

Report of the Executive Compensation and Benefits
Committee of the Board of Directors

Executive Officer Compensation:

The compensation paid to the Company's executive officers is determined by the
Executive Compensation and Benefits Committee (Committee) of the Board of
Directors. The Committee's members are each independent, non-employee directors
of the Company who establish the policies that govern the compensation paid to
Xerox executive officers, determine overall and individual compensation goals
and objectives, grant awards and certify achievement of performance under the
Company's various annual and long-term incentive plans and approve actual
compensation payments. Vernon E. Jordan, Jr., a member of the Committee, is a
partner in the law firm of Akin, Gump, Strauss, Hauer & Feld, which rendered
services to the Company during 1994. It is not believed that this relationship
affects his independence. Compensation policy provides that target levels of
compensation and benefits for all employees, including executive officers, are
intended to be equal to or better than the compensation paid to employees of
other progressive companies in the competitive environments in which Xerox
operates for equivalent skills, competencies, responsibilities and performance.
For executive officers, the base salaries are based upon competitive data and
the Committee's judgment and are not related to any specific Company performance
factor or measure while a substantial portion, generally two-thirds of targeted
total compensation, of each executive officer's compensation is variable and
tied to specific performance measures of the business.

In addition, the Company's executive compensation policies, plans and programs
are designed to provide competitive levels of compensation that align pay with
the Company's annual and long-term performance objectives, recognize corporate
and individual achievement and support the Company in attracting, motivating and
retaining high performing executives. In order to determine appropriately
competitive levels of compensation, the Committee annually reviews and evaluates
Xerox executive officer compensation to relevant external, competitive
compensation data. At its meeting on December 5, 1994, the Committee reviewed
the reported compensation data of firms which were part of the Business Week
Computers and Peripherals Industry Group (which are the Companies included in
the data shown on the performance graph on page 23 below), as well as a broader
group of organizations with which the Company is likely to compete for executive
expertise and which are of similar size and scope. The latter group includes
large capitalization, multinational companies in technology, office equipment
and other industries. A review of the most currently available data revealed
that overall base salaries and annual incentive payments were generally at the
median of the other companies in the evaluation, while long-term incentive
payments were somewhat less than at fully competitive levels.

The two principal variable pay programs that were utilized in 1994 to align
executive officer pay with the shareholder and business interests of the Company
are briefly described below:

Annual Performance Incentive Plan (APIP): Under APIP, executive
officers of the Company may be entitled to receive performance-related cash
payments provided that annual Committee-established performance objectives
are met. At its February 7, 1994 meeting, the Committee approved for each
executive officer an annual incentive target and maximum opportunity
expressed as a percentage of their March 1, 1994 base salary. The Committee
also established overall Xerox Document Processing threshold, target and
maximum measures of performance and associated payment schedules. The

DEF 14A 17th Page of 39 TOC 1st Previous Next ↓Bottom Just 17th

performance measures for 1994 were profit before tax (30 percent), return
on assets (20 percent), cash generation (20 percent) and customer and
employee satisfaction (30 percent). Additional goals were subsequently
established for each executive officer that included business unit-specific
and/or individual performance goals and objectives. The weights associated
with each business unit-specific or individual performance goal and
objective used vary and range from 10 percent to 50 percent of the total.

For 1994, the performance against the established measures was excellent,
reflecting significant year-over-year growth and improvement. A high level
of financial performance was achieved against profit before tax, return on
assets and cash goals, entitling executive officers to maximum payments for
these components of their variable annual incentives. While customer and
employee satisfaction were maintained at prior year levels, performance
improvement objectives were not met and below target payments of this
portion of the plan were made. Overall, executive officers received
payments ranging from 92 percent to 299 percent of target, based on their
individual contributions.

Leveraged Executive Equity Plan (LEEP): Under the terms of the 1991
Long-Term Incentive Plan, the Committee had implemented a three-year plan
beginning in 1992 for key management executives, including most executive
officers, that focuses on the achievement of performance objectives of the
Document Processing business of the Company. When the objectives of the
plan are achieved, shareholder value is enhanced and the plan provides the
management team with an opportunity to realize long-term financial rewards.
LEEP requires that each executive participant must directly or indirectly
maintain an investment in shares of common stock of the Company having a
value as of March 1, 1992 equal to one year's base salary. An initial 1992
award was made under LEEP to approximately 50 key executives that provided
for non-qualified stock options for shares of common stock and incentive
stock rights, comprised of incentive stock units, based upon the ratio of
five option shares and two incentive stock units for each share of common
stock in which the executive had invested, as described above. The options
became exercisable in three annual cumulative installments beginning in the
year following the award. The incentive stock rights are payable in shares
of common stock in three annual installments commencing in the year
following the award, provided specific return on assets goals are achieved
for each preceding year. One-third of the non-qualified stock options
granted under the 1992 cycle became exercisable on January 1, 1994. Since
the 1993 Document Processing return on assets goals were not achieved,
under the terms of the LEEP award, one-half of the incentive stock units
applicable to 1993 were cancelled and one-half were carried forward to
1994. Based on the 1994 Document Processing return on assets, sixty-two and
one-half percent of incentive stock rights vested on March 1, 1995 which
includes the rights carried forward from 1993.

Chief Executive Officer Compensation

The compensation paid to Mr. Paul A. Allaire, Chairman of the Board of Directors
and Chief Executive Officer for the performance year 1994, was established by
the Committee at its February 7, 1994 and February 6, 1995 meetings. The
Committee's actions are explained below as they relate to each component of Mr.
Allaire's 1994 compensation as reported in the charts and tables that accompany
this report.

Base Salary:

1993 -- During 1993 Mr. Allaire's base salary was increased primarily based
upon the Company's and Mr. Allaire's performance during 1993. There were no
objective, quantifiable performance criteria applied and the Committee
applied its own assessment in making this increase.

DEF 14A 18th Page of 39 TOC 1st Previous Next ↓Bottom Just 18th

1994 -- Although Mr. Allaire's base salary continued to be low relative to
his peers in companies of similar size and scope, his base salary was not
changed in 1994.

1994 Bonus: The Committee authorized a payment under the APIP program,
described above, in the amount of $1,275,000. Most of this payment, sixty
percent, was determined based on the previously approved formula within
APIP. The balance was approved by the Committee based on its subjective
assessment that Mr. Allaire had performed extremely well against
organizational development and Financial Services divestiture goals which
the Committee had established for Mr. Allaire early in 1994.

Long-Term Incentive: Under the provisions of the LEEP formula described
above, Mr. Allaire vested in the right to exercise an additional one-third
of the non-qualified stock options granted in 1992. Sixty-two and one-half
percent of the incentive stock rights also granted in 1992 did vest on
March 1, 1995 because the Company exceeded the return on asset goal for the
performance year 1994. In addition, based on the Committee's evaluation of
external competitive compensation data, it concluded that Mr. Allaire's
long-term compensation was at the low end of the competitive range and in
recognition of its desire to retain Mr. Allaire in his employ as Chief
Executive, he was awarded non-qualified stock options for 50,000 shares in
1993 and 100,000 shares in 1994 as well as incentive stock rights for
20,000 incentive stock units in 1994. The non-qualified stock options were
awarded at the fair market value on the date of grant, became exercisable
in two and three installments, respectively, and expire on December 31,
1997 and December 31, 2001, respectively. The incentive stock rights vest
upon attainment of age 60.

Detailed information concerning Mr. Allaire's compensation as well as that of
other highly compensated executives is displayed on the accompanying charts and
tables.

At its February 6, 1995 and March 31, 1995 meetings, the Committee extensively
discussed the implication of Section 162(m) of the Internal Revenue Code of
1986, as amended, and of the proposed regulations thereunder that limit the
deductibility of certain compensation in excess of one million dollars for
certain executive officers of the Company. The Committee determined to submit to
shareholders at this meeting for approval an Executive Performance Incentive
Plan which is designed to provide for performance-based compensation which is
exempt from the deductibility limit of Section 162(m). In addition, the 1995
cycle LEEP awards were made by the Committee with the same intention. In taking
these actions, the Committee has emphasized that its objective and intent is to
assure that compensation plans and arrangements focus on the long-term best
interests of the Company's shareholders by maximizing shareholder value. In
making future compensation decisions, the Committee has reserved the right to
primarily focus on such maximization over tax considerations.

Ralph S. Larsen, Chairman
Robert A. Beck
Vernon E. Jordan, Jr.
John D. Macomber
John E. Pepper
Thomas C. Theobald

March 31, 1995

DEF 14A 19th Page of 39 TOC 1st Previous Next ↓Bottom Just 19th

Summary Compensation Table

The Summary Compensation Table below provides certain compensation information
for the Chief Executive Officer and the four most highly compensated key
executive officers (Named Officers) serving at the end of the fiscal year ended
December 31, 1994 for services rendered in all capacities during the fiscal
years ended December 31, 1994, 1993 and 1992. Also included as a Named Officer
is one former key executive officer who would have been one of the four most
highly compensated key executives had he been employed at the end of the fiscal
year. The table includes the dollar value of base salary, bonus earned, option
awards (shown in number of shares) and certain other compensation, whether paid
or deferred.

SUMMARY COMPENSATION TABLE

[Enlarge/Download Table]

Long-Term
Compensation Awards
Annual Compensation -------------------------
-------------------------------------- Securities
Other Annual Restricted Underlying All Other
Name and Compen- Stock Options/SARs Compen-
Principal Position Year Salary($) Bonus($)(A) sation($)(B) ($)(C) (#)(D) sation($)(E)
--------------------------------------------------------------------------------------------------------------------------

Paul A. Allaire................. 1994 775,000 2,519,284 98,000 1,898,750 100,000 154,800
Chief Executive Officer 1993 763,330 500,000 53,090 0 50,000 35,461
1992 700,000 1,144,457 49,500 0 44,585 96,280

Allan E. Dugan.................. 1994 320,000 953,371 44,500 0 0 53,972
Senior Vice President 1993 316,670 112,428 34,000 252,875 0 12,892
1992 291,668 381,220 72,582 0 18,970 39,024

Wayland R. Hicks................ 1994 316,667 1,098,952 53,000 0 0 221,736
formerly Executive Vice
President 1993 472,174 95,629 62,000 0 0 14,660
1992 455,000 500,854 53,750 0 28,965 47,886

Addison B. Rand................. 1994 400,000 1,139,055 51,800 0 0 57,476
Executive Vice President 1993 395,830 80,225 51,890 0 0 12,824
1992 366,667 410,031 73,800 386,875 23,715 38,571

Barry D. Romeril................ 1994 400,000 1,520,904 37,100 266,406 0 59,507
Executive Vice President 1993 216,671 272,500 16,150 373,138 25,995 38,278

Peter van Cuylenburg............ 1994 400,000 1,002,498 26,000 0 0 44,936
Executive Vice President 1993 200,000 515,000 13,000 0 17,415 25,806
--------------------------------------------------------------------------------------------------------------------------

(A) This column includes bonuses under APIP and amounts earned under the
Company's 1991 Long-Term Incentive Plan (1991 Plan). The Company and the
Executive Compensation and Benefits Committee view these latter amounts as
long-term incentive compensation, but based upon an interpretation by the
Staff of the SEC to the contrary issued in 1993, the Company is required to
reflect these amounts under this bonus column. The amounts reflected in the
bonus column accrued under the 1991 Plan for 1994, 1993 and 1992,
respectively, were as follows: P.A. Allaire -- $1,244,284, $0, $369,457;
A.E. Dugan -- $529,437, $0, $157,214; W.R. Hicks -- $808,388, $0, $240,006
and A.B. Rand -- $661,825, $0, $196,497. Messrs. P. van Cuylenburg and B.D.
Romeril joined the Company during 1993 and the amounts for them for 1994 and
1993, respectively, were P. van Cuylenburg -- $583,241, $0, and B.D.
Romeril -- $870,563, $0. The amounts reflected in the bonus columns for
Messrs. van Cuylenburg and Romeril include bonuses paid to them as an
inducement to enter into employment with the Company and relinquish benefit
payments due from their prior employers.

DEF 14A 20th Page of 39 TOC 1st Previous Next ↓Bottom Just 20th

(B) Other Annual Compensation includes executive expense allowance and dividend
equivalents paid on outstanding incentive stock rights.

(C) This column reflects incentive stock unit rights awarded under the 1991 Plan
or a predecessor plan where each unit represents one share of stock to be
issued upon vesting at attainment of age 60. Each unit is entitled to the
payment of dividend equivalents at the same time and in the same amount
declared on one share of the Company's common stock. The number of units
held by the Named Officers and their value as of December 31, 1994 (based
upon the closing market price on that date of $99.25) was as follows: P.A.
Allaire-27,000 ($2,679,750), A.E. Dugan-8,500 ($843,625), W.R. Hicks-12,000
($1,191,000), A.B. Rand-8,600 ($853,550) and B.D. Romeril-6,200 ($615,350).

(D) The Company no longer issues stock appreciation rights (SARs) in tandem with
options. All of the options granted after 1991, other than those to Mr.
Allaire were awarded under the Company's Leveraged Executive Equity Plan
(LEEP). As discussed under the Report of the Executive Compensation and
Benefits Committee above, LEEP is a three-year program.

(E) The total amounts shown in this column for the last fiscal year consist of
the Company's profit sharing contribution, whether under the Profit Sharing
and Savings Plan or its policy of paying directly to the officer the amount
which cannot be made to the Plan under the Employee Retirement Income
Security Act of 1974,and the estimated dollar value of the benefit to the
officer from the Company's portion of insurance premium payments under the
Company's Contributory Life Insurance Plan on an actuarial basis. The
Company will recover all of its premium payments at the end of the term of
the policy, generally at age 65. The amounts were: (a) Mr. Allaire:
$116,025 profit sharing; $38,775 life insurance; (b) Mr. Hicks: $47,549
profit sharing; $15,854 life insurance; (c) Mr. Rand: $43,700 profit
sharing; $13,776 life insurance; (d) Mr. Dugan: $39,351 profit sharing;
$14,621 life insurance; (e) Mr. Romeril: $19,717 profit sharing; $39,790
life insurance; and (f) Mr. van Cuylenburg: $18,200 profit sharing; $26,736
life insurance. In addition, the amount for Mr. Hicks includes $158,333
salary continuance during 1994 paid to him in connection with his
termination of employment.

Option Grants

The following table sets forth information concerning awards of stock options to
the Named Officers under the Company's 1991 Plan during the fiscal year ended
December 31, 1994. The amounts shown for potential realizable values are based
upon arbitrarily assumed annualized rates of stock price appreciation of five
and ten percent over the full eight-year term of the options, pursuant to SEC
regulations. Based upon an eight-year option term, this would result in stock
prices of $157.00 and $228.00, respectively. The amounts shown as potential
realizable values for all shareholders represent the corresponding increases in
the market value of 105,993,426 shares outstanding held by all shareholders as
of January 1, 1995. Any gains to the Named Officers and the shareholders will
depend upon future performance of the common stock of the Company as well as
overall market conditions.

DEF 14A 21st Page of 39 TOC 1st Previous Next ↓Bottom Just 21st

OPTION GRANTS IN LAST FISCAL YEAR

[Enlarge/Download Table]

Individual Grants Potential Realizable
--------------------------------------------------------- Value at Assumed
Number of Annual Rates of
Securities % of Total Stock Price Appreciation for
Underlying Options Granted Exercise or Option Term
Options/SARs to Employees In Base Price Expiration ----------------------------
Name Granted(#) Fiscal Year ($/Sh) Date 5%($) 10%($)
----------------------------------------------------------------------------------------------------------------

Paul A. Allaire....... 100,000 8.53% $106.56 12/31/01 $ 5,087,861 $ 12,186,311
All Shareholders...... N/A N/A N/A N/A $5.4 Billion $12.9 Billion
----------------------------------------------------------------------------------------------------------------

1. All options are exercisable 33% on January 1, 1996, 33% on January 1, 1997
and 34% on January 1, 1998.

2. Exercise price is based upon fair market value on the effective date of the
award.

3. Options/SARs may be accelerated as a result of a change in control as
described below.

Option Exercises/Year-End Values

The following table sets forth for each of the Named Officers the number of
shares underlying options and SARs exercised during the fiscal year ended
December 31, 1994, the value realized upon exercise, the number of options/SARs
unexercised at year-end and the value of unexercised in-the-money options/SARs
at year-end.

AGGREGATED OPTION/SAR EXERCISES IN THE LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES

[Enlarge/Download Table]

Number of Shares Value of Unexercised
Number Underlying Unexercised In-the-Money
of Shares Options/SARs at Options/SARs at
Underlying FY-End(#)(B) FY-End($)(C)
Options/SARs Value --------------------------- ---------------------------
Name Exercised Realized($)(A) Exercisable Unexercisable Exercisable Unexercisable
------------------------------------------------------------------------------------------------------------------

Paul A. Allaire......... 30,000 $1,534,688 104,426 140,159 $ 3,687,777 $ 721,655
Allan E. Dugan.......... 5,000 $ 193,435 12,520 6,450 $ 252,754 $ 130,213
Wayland R. Hicks........ 9,558 $ 143,972 9,558 9,849 $ 192,957 $ 198,832
A. Barry Rand........... 9,000 $ 201,942 6,651 8,064 $ 134,270 $ 162,796
Barry D. Romeril........ 4,000 $ 93,750 8,997 12,998 $ 200,750 $ 290,024
Peter van Cuylenburg.... 0 $ 0 8,707 8,708 $ 197,540 $ 197,563
------------------------------------------------------------------------------------------------------------------

(A) The value realized is based upon the difference between the exercise price
and the average of the high and low prices on the date of exercise.

(B) The value of unexercised options/SARs is based upon the difference between
the exercise price and the average of the high and low prices on December
31, 1994 of $99.25.

DEF 14A 22nd Page of 39 TOC 1st Previous Next ↓Bottom Just 22nd

Retirement Plans

Retirement benefits are provided to the executive officers of the Company
including the Named Officers under both a funded company-wide plan and unfunded
executive supplemental plans. The table below shows, under the plans, the
approximate annual retirement benefit commencing at age 55 or 60, depending upon
employment level at the time one of the supplemental plans was implemented,
which would accrue for the number of years of participation at the respective
salary rates. In the event of a change in control (as defined in the plans)
there is no age requirement for eligibility. For certain key executives a full
benefit is payable at 15 years of participation rather than 30. No additional
benefits are payable for participation in excess of 30 years.

[Enlarge/Download Table]

Annual benefits for years of participation
indicated
Average annual compensation for five highest ------------------------------------------------
years 15 years 20 years 25 years 30 years

---------------------------------------------------------------------------------------------------
600,000........................................ 147,000 195,000 244,000 293,000
700,000........................................ 172,000 229,000 286,000 343,000
800,000........................................ 197,000 262,000 328,000 393,000
900,000........................................ 222,000 295,000 369,000 443,000
1,000,000........................................ 247,000 329,000 411,000 493,000
1,100,000........................................ 272,000 362,000 453,000 543,000
1,200,000........................................ 297,000 395,000 494,000 593,000
1,300,000........................................ 322,000 429,000 536,000 643,000
1,400,000........................................ 347,000 462,000 578,000 693,000
1,500,000........................................ 372,000 495,000 619,000 743,000
1,600,000........................................ 397,000 529,000 661,000 793,000
1,700,000........................................ 422,000 562,000 703,000 843,000
1,800,000........................................ 447,000 595,000 744,000 893,000
1,900,000........................................ 472,000 629,000 786,000 943,000
2,000,000........................................ 497,000 662,000 828,000 993,000
2,100,000........................................ 522,000 695,000 869,000 1,043,000
2,200,000........................................ 547,000 729,000 911,000 1,093,000
2,300,000........................................ 572,000 762,000 953,000 1,143,000
2,400,000........................................ 597,000 795,000 994,000 1,193,000
2,500,000........................................ 622,000 829,000 1,036,000 1,243,000
---------------------------------------------------------------------------------------------------

The maximum benefit is 50% of the five highest years' annual compensation
reduced by 50% of the primary social security benefit payable at age 65. The
benefits shown are payable on the basis of a straight life annuity and a 50%
survivor annuity for a surviving spouse. The plans provide a minimum benefit of
25% of defined compensation reduced by such social security benefit.

DEF 14A 23rd Page of 39 TOC 1st Previous Next ↓Bottom Just 23rd

The following individuals have the indicated years of participation in the
plans:

[Download Table]

--------------------------------------------------------------------------------
Years of
Name Participation
--------------------------------------------------------------------------------

Paul A. Allaire.................................................. 28
Allan E. Dugan................................................... 4
Wayland R. Hicks................................................. 28
Addison B. Rand.................................................. 26
Barry D. Romeril................................................. 1
Peter van Cuylenburg............................................. 1
--------------------------------------------------------------------------------

Compensation under the plans includes the amounts shown in the salary and bonus
columns under the Summary Compensation Table other than payments under the 1991
Plan to the extent included in the bonus column. The current compensation
covered by the plans for the Named Officers is as follows:

[Download Table]

--------------------------------------------------------------------------------
Covered
Name Current Compensation

--------------------------------------------------------------------------------

Paul A. Allaire........................................... 2,050,000
Allan E. Dugan............................................ 743,934
Wayland R. Hicks.......................................... 607,231
Addison B Rand............................................ 877,230
Barry D. Romeril.......................................... 1,050,341
Peter van Cuylenburg...................................... 819,257
--------------------------------------------------------------------------------

Certain Transactions

There are agreements between the Company and six of its present executive
officers, including Paul A. Allaire and Addison B. Rand, which provide severance
benefits in the event of termination of employment under certain circumstances
following a change in control of the Company (as defined). The circumstances are
termination by the Company other than because of death or disability commencing
prior to a potential change in control (as defined), or for cause (as defined),
or by the officers for good reason (as defined). Following any such termination,
in addition to compensation and benefits already earned, the officer will be
entitled to receive a lump sum severance payment equal to three times the sum of
(A) the greater of (1) the officer's annual rate of base salary on the date
notice of termination is given and (2) his/her annual rate of base salary in
effect immediately prior to the change in control and (B) the greater of (1) the
annual target bonus applicable to such officer for the year in which such notice
is given and (2) the annual target bonus applicable to such officer for the year
in which the change in control occurs.

Cause for termination by the Company is the: (i) willful and continued failure
of the officer to substantially perform his/her duties, (ii) willful engagement
by the officer in materially injurious conduct to the Company, or (iii)
conviction of any crime which constitutes a felony. Good reason for termination
by the officer includes, among other things: (i) the assignment of duties
inconsistent with the individual's status as an officer or a substantial
alteration in responsibilities, (ii) a reduction in base salary and/or annual
bonus, (iii) the relocation of the officer's principal place of business, (iv)
the failure of the Company to maintain compensation plans in which the officer
participates or to continue providing certain other existing

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employment benefits, or (v) disability commencing after a potential change in
control. The agreements also provide that in the event of a potential change in
control (as defined) each officer, subject to the terms of the agreements, will
remain in the employ of the Company for nine months following the occurrence of
any such potential change in control. The agreements are automatically renewed
annually unless the Company gives notice that it does not wish to extend them.
In addition, the agreements will continue in effect for three years after a
change in control of the Company.

All non-qualified options under the 1991 Plan are accompanied by option
surrender rights, and certain options outstanding under a prior plan are
accompanied by stock appreciation rights. Upon the occurrence of an event
constituting a change in control, as defined in the plan, all such rights become
payable in cash based upon a change in control price as defined in the plan. The
1991 Plan also provides that upon the occurrence of such an event, all incentive
stock rights and performance unit rights become payable in cash. In the case of
rights payable in shares, the amount of cash is based upon such change in
control price and in the case of rights payable in cash, the cash value of such
rights. Rights payable in cash but which have not been valued at the time of
such an event are payable at the maximum value as determined by the Executive
Compensation and Benefits Committee at the time of the award. Upon accelerated
payment, such rights and any related non-qualified stock options will be
canceled.

From time to time when the Company hires senior experienced executives, special
short-term severance arrangements may be made. Typically, these arrangements
provide for severance pay equal to compensation, for a one- to three-year
period, in the event of involuntary termination during the first two or three
years of employment. At present, Peter van Cuylenburg has such an arrangement.

The Company has established grantor trusts with a bank for the purpose of paying
amounts due under the deferred compensation plan and the agreements with six
executive officers described above, and the unfunded supplemental retirement
plans described above.

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Five-Year Performance Comparison

The graph below provides a comparison of Xerox cumulative total shareholder
return with the Standard & Poor's 500 Composite Stock Index and the Business
Week Computers and Peripherals Industry Group, excluding Xerox (Peer Group).

[Download Table]

Measurement Period Selected Peer
(Fiscal Year Covered) Xerox S & P 500 Group

1989 100 100 100
1990 66 97 101
1991 135 126 97
1992 162 136 83
1993 190 150 92
1994 217 152 117

This graph assumes the investment of $100 on December 31, 1989 in Xerox common
stock, the S&P 500 Index and the Peer Group common stock, and reinvestment of
quarterly dividends at the monthly closing stock prices. The returns of each
company have been weighted annually for their respective stock market
capitalizations in computing the S&P 500 and Peer Group indices.

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DIRECTORS AND OFFICERS LIABILITY INSURANCE AND INDEMNITY

In June 1994 the Company renewed its three existing policies and added a fourth
for directors and officers liability insurance covering all directors and
officers of the Company and its subsidiaries. The policies were issued by
Federal Insurance Company, X.L. Insurance Company, Ltd., A.C.E. Insurance
Company, Ltd., and Chubb Atlantic Ltd., have a term extending from June 11, 1994
to June 11, 1995 and a total premium of $1,044,000. No claims have been paid
under these policies.

SEC REPORTS

There was a failure to file one Form 4, Beneficial Ownership Report, on a timely
basis with the Securities and Exchange Commission as required under Section
16(a) of the Securities Exchange Act of 1934 on behalf of Mr. Thomas C. Theobald
and Dr. Martha R. Seger with respect to deferral of directors' fees under the
Deferred Compensation Plan For Directors in January, 1994. The failure was the
result of miscommunication within the Company regarding new instructions to
defer compensation on behalf of these directors.

PROPOSAL 2--ELECTION OF INDEPENDENT AUDITORS

The Board of Directors recommends that KPMG Peat Marwick LLP, independent
certified public accountants, be elected independent auditors of the Company for
1995. The recommendation is made on the advice of the Audit Committee, composed
of Joan Ganz Cooney, B.R. Inman, Ralph S. Larsen, John D. Macomber, N.J.
Nicholas, Jr. and Martha R. Seger, all directors but not officers of the
Company. KPMG Peat Marwick LLP is a member of the SEC Practice Section of the
American Institute of Certified Public Accountants. Total fees for services
rendered in 1994 by KPMG Peat Marwick LLP to the Company and its subsidiaries
worldwide and certain of their employee benefit plans were approximately $10.4
million. Representatives of the firm are expected to be at the meeting to
respond to appropriate questions and to make a statement, if they wish.

PROPOSAL 3--SHAREHOLDER APPROVAL OF EXECUTIVE PERFORMANCE INCENTIVE PLAN

The Executive Compensation and Benefits Committee ("Committee") and the Board of
Directors of the Company have approved the Xerox Executive Performance Incentive
Plan (the "Plan"), subject to shareholder approval. If approved by shareholders,
the Plan will be effective as of January 1, 1995.

The purposes of the Plan are to compensate Eligible Executives (as defined in
the Plan) for significant contributions to the Company and to stimulate their
efforts by giving them a direct financial interest in the performance of the
Company. At the same time, the Plan has been designed to preserve the tax
deductibility of payments made under the Plan to certain executive officers,
even if such executives' compensation exceed $1,000,000 in any year. Under
amendments adopted in 1993 to the Internal Revenue Code of 1986 as previously
amended (the "Code"), publicly traded corporations will not be entitled to
deduct, for federal income tax purposes, compensation paid to "covered
employees," as defined, to the extent that payments for any year to any such
employee exceed $1,000,000, unless the payments qualify for an exception to the
deductibility limit. One such exception is compensation paid under a
performance-based compensation plan which has been approved by shareholders. The
Company believes that the Plan, if approved by shareholders, will qualify as a
performance-based compensation plan under the Code and the proposed regulations
published by the Internal Revenue Service thereunder.

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Although all salaried key employees of the Company and its subsidiaries are
eligible for awards under the Plan, it is expected that awards will be made by
the Committee under the Plan to those executive officers of the Company who are
or may become "covered employees" under the Code and whose compensation might
otherwise be subject to the $1,000,000 deductibility limit. It is expected that
there will be approximately eleven such executive officers.

The Plan provides for incentive awards which will be payable in cash after the
end of a performance period established by the Committee at the time of the
award ("Performance Period"). The Performance Period may not be less than six
months or more than five years. An award to any executive may be made for one or
more Performance Periods which run concurrently or consecutively.

Awards under the Plan will be payable from incentive pools ("Incentive Pools")
which will amount to: (a) 2% of the Company's Document Processing profit before
tax, as defined, ("PBT") for Performance Periods of one year or less
("Short-Term PBT Incentive Pool"); (b) 1 1/2% of cumulative PBT for Performance
Periods over one year (but no longer than five years) ("Long-Term PBT Incentive
Pool"); (c) 3% of the reduction in Financial Services Debt, as defined, during a
Performance Period of one year or less ("Short-Term Debt Reduction Incentive
Pool"); or (d) 2.5% of the reduction in Financial Services Debt for Performance
Periods over one year (but no longer than five years) ("Long-Term Debt Reduction
Incentive Pool"). The portion of the Incentive Pool payable to a participant
will be determined by the Committee at the time the award is made. The Plan
provides that the portion payable to the Chief Executive Officer of the Company
may not exceed 10% of the Incentive Pool and the portion payable to any other
participant may not exceed 5%.

The Plan provides the Committee with discretion to reduce the amount otherwise
payable under an award under the Plan to any participant to any amount,
including zero, except in the case of a change in control, as defined. If the
Committee exercised its discretion to reduce an award relating to a Short-Term
PBT Incentive Pool, it is likely that the Committee would reduce it by
application of the same Company, organizational unit and individual performance
measures utilized by the Committee from time to time in the administration of
the Company's APIP which is generally described in the Report of the Executive
Compensation and Benefits Committee of the Board of Directors starting on page
14 of this Proxy Statement.

In the case of Long-Term PBT Incentive Pool, if the Committee exercised its
discretion to reduce an award, the reduction is likely to be to an amount based
upon exceeding some cumulative measure of Company performance over the
Performance Period. In the first such Long-Term PBT Incentive Pool award made on
March 31, 1995, it is likely that if there is a reduction it will be to an
amount which would otherwise be payable upon the degree to which cumulative
earnings per share exceeds a specified target over a three-year period.

In no event, however, will the amount paid to a participant under any award made
pursuant to the Plan exceed such participant's portion of the Incentive Pool
described above.

The Plan will be administered by the Committee which will have sole authority to
make rules and regulations for the administration of the Plan and its
interpretations and decisions will be final and binding. The Committee will have
authority to terminate or amend the Plan provided that no such action will
increase the amount of an incentive award or cause the payment of any award to
be subject to the deductibility limit under the Code described above.

The rights under the Plan may not be pledged, assigned, transferred, encumbered
or hypothecated by a participant, and during his or her lifetime incentive
awards will be payable solely to such participant. The Plan does not create any
right in participants to continued employment with the Company or any subsidiary
or

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affiliate. Benefits under the Plan are unfunded and an award does not create a
fiduciary relationship between the Company and a participant.

In the event of a change in control of the Company as defined in the Plan, the
awards outstanding under the Plan for which the Performance Period has not yet
been completed become payable at the maximum value.

The amounts of any awards that may be payable to participants under the Plan in
future years cannot be currently determined. At its meeting held on March 31,
1995 the Committee made the following awards to the Named Officers and to all
executive officers as a group:

[Enlarge/Download Table]

-----------------------------------------------------------------------------------------------
1-Year Performance 3-Year Performance
Period 1995 Period 1995/97
Percent of Short-Term PBT Percent of Long-Term PBT
Participant Incentive Pool Incentive Pool
-----------------------------------------------------------------------------------------------

Paul A. Allaire........................ 10 10
Chief Executive Officer
Allan E. Dugan......................... 5 5
Senior Vice President
Addison B. Rand........................ 5 5
Executive Vice President
Barry D. Romeril....................... 5 5
Executive Vice President
Peter van Cuylenburg................... 5 5
Executive Vice President
All Executive Officers as a Group...... 60 60
-----------------------------------------------------------------------------------------------

The exact amounts which may become payable as a result of the foregoing awards
cannot be determined in advance. If the Plan had been in effect for the 1994
performance year, the maximum amounts payable to the Named Officers and all
executive officers as a group for such Short-Term PBT Incentive Pool based upon
the percentage shown in the table above would have been Allaire -- $3 million,
each of the other Named Officers -- $1.5 million and all executive officers as a
group -- $18 million. If the Committee had exercised its discretion to reduce
the awards, the amounts paid would likely have been the same as the amounts
actually paid to them under APIP.

At its meeting on March 31, 1995, the Committee also made awards to Stuart B.
Ross, Executive Vice President, of 5% of a one-year Short-Term Debt Reduction
Incentive Pool and 5% of a three-year Long-Term Debt Reduction Incentive Pool.
If the short-term award had been in effect for the 1994 performance year, Mr.
Ross would have received no payment because Financial Services Debt increased
during 1994.

The full text of the Plan is provided in the Appendix to this Proxy Statement
and the above summary is subject to the full terms of the Plan.

Approval of the Plan by shareholders requires the affirmative vote of a majority
of the votes cast at the meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE PLAN.

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PROPOSAL 4--SHAREHOLDER PROPOSAL ON MACBRIDE PRINCIPLES

The New York City Employees' Retirement System, the New York City Police Pension
Fund, the New York City Teachers' Retirement System, and the New York City Fire
Department Pension Fund, Municipal Building, 1 Centre Street, New York, New York
10007, which state that they own an aggregate of 755,703 shares of common stock
of the Company, have indicated that they will cause a resolution to be
introduced from the floor. Co-sponsoring the resolution, and stating that they
own an aggregate of more than 959,066 additional shares, are the New York State
Common Retirement Fund, the Minnesota State Board of Investment, the Sinsinawa
Dominicans, Inc., the Sisters of the Cross and Passion, the Sisters of Charity
of the Incarnate Word, and Christian Brothers Investment Services, Inc. The
addresses of these co-sponsors are available from the Secretary of the Company
and the SEC upon receipt of any written or oral request. The text of the
resolution and the supporting statement submitted by the co-sponsors is as
follows:

WHEREAS, Xerox Corporation operates a wholly-owned subsidiary in Northern
Ireland, Rank Xerox (U.K.) Ltd.;

WHEREAS, the ongoing peace process in Northern Ireland encourages us to search
for non-violent means for establishing justice and equality;

WHEREAS, employment discrimination in Northern Ireland has been cited by the
International Commission of Jurists as being one of the major causes of the
conflict in that country;

WHEREAS, Dr. Sean MacBride, founder of Amnesty International and Nobel Peace
laureate, has proposed several equal opportunity employment principles to serve
as guidelines for corporations in Northern Ireland. These include:

1. Increasing the representation of individuals from underrepresented religious
groups in the workforce including managerial, supervisory, administrative,
clerical and technical jobs.

2. Adequate security for the protection of minority employees both at the
workplace and while traveling to and from work.

3. The banning of provocative religious or political emblems from the
workplace.

4. All job openings should be publicly advertised and special recruitment
efforts should be made to attract applicants from underrepresented religious
groups.

5. Layoff, recall, and termination procedures should not in practice, favor
particular religious groupings.

6. The abolition of job reservations, apprenticeship restrictions, and
differential employment criteria, which discriminate on the basis of
religion or ethnic origin.

7. The development of training programs that will prepare substantial numbers
of current minority employees for skilled jobs, including the expansion of
existing programs and the creation of new programs to train, upgrade, and
improve the skills of minority employees.

8. The establishment of procedures to assess, identify and actively recruit
minority employees with potential for further advancement.

9. The appointment of a senior management staff member to oversee the company's
affirmative action efforts and the setting up of timetables to carry out
affirmative action principles.

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RESOLVED, Shareholders request the Board of Directors to:

1. Make all possible lawful efforts to implement and/or increase activity on
each of the nine MacBride Principles.

SUPPORTING STATEMENT

--Continued discrimination and worsening employment opportunities have been
cited as contributing to support for a violent solution to Northern Ireland's
problems.

--In May 1986, the United States District Court ruled in NYCERS v. American
Brands, 634 F. Supp. 1382 (S.D.N.Y., May 12, 1986) that "all nine of the
MacBride Principles could be legally implemented by management in its Northern
Ireland facility."

--An endorsement of the MacBride Principles by Xerox will demonstrate its
concern for human rights and equality of opportunity in its international
operations.

Please vote your proxy FOR these concerns.

BOARD OF DIRECTORS RECOMMENDATION

Xerox Corporation's policy and practice worldwide are to provide equal
opportunity employment in all locations without regard to race, color, religious
belief, sex, age, national origin, citizenship status, marital status, sexual
orientation or disability.

Northern Ireland is no exception. Through its established equal employment
opportunity program, the Northern Ireland operation essentially complies with
the practices outlined in the MacBride Principles. The Company is an equal
opportunity employer in all job advertisements, and hiring procedures are based
on the experience and qualifications needed to satisfy individual job
requirements. Equal opportunity is observed for all employees in training,
advancement, layoff and recall procedures. The display of potentially offensive
or intimidating religious or political emblems at the Company's facilities is
not permitted. The Company provides security for all employees at work.

Your Board of Directors believes that adoption of this proposal is not in the
best interest of shareholders. The Company has already taken the steps necessary
to provide equal employment opportunity in Northern Ireland, regardless of
religious affiliation. The Company adheres to both the letter and the spirit of
the "Fair Employment (Northern Ireland) Act of 1989" as well as the "Code of
Practice" promulgated by the Act. The Company is also registered with the Fair
Employment Commission.

In summary, we do not believe that the proposition is warranted, and its
adoption could adversely impact the Company's business in the United Kingdom.

To be adopted, the proposal must be approved by a majority of the votes cast.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL

OTHER MATTERS

As of the date of this proxy statement, the Board of Directors does not intend
to present, and has not been informed that any other person intends to present,
any other matter for action at this meeting. If any other matters properly come
before the meeting, it is intended that the holders of the proxies will act in
accordance with their best judgment.

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In addition to the solicitation of proxies by mail, certain employees of the
Company, without extra remuneration, may solicit proxies. The Company also will
request brokerage houses, nominees, custodians and fiduciaries to forward
soliciting material to the beneficial owners of stock held of record and will
reimburse such person for the cost of forwarding the material. The Company has
engaged D. F. King & Co., Inc. to handle the distribution of soliciting material
to, and the collection of proxies from, such entities and will pay D. F. King &
Co. a fee of $21,000 plus reimbursement of out-of-pocket expenses. The cost of
all proxy solicitation will be borne by the Company.

As a matter of policy, proxies, ballots and voting tabulations that identify
individual shareholders are kept confidential by the Company. Such documents are
available for examination only by the inspectors of election and certain
employees of the Company and the Company's transfer agent who are associated
with processing proxy cards and tabulating the vote. The vote of any shareholder
is not disclosed except in a contested proxy solicitation or as may be necessary
to meet legal requirements.

Copies of the 1994 annual report of the Company have been mailed to
shareholders. Additional copies and additional information, including the annual
report (Form 10-K) filed with the SEC and the consolidated statistical data
contained in the EEO-1 annual report to the U.S. Equal Employment Opportunity
Commission are available without charge from Investor Relations, Xerox
Corporation, P.O. Box 1600, Stamford, Connecticut 06904.

SHAREHOLDER PROPOSALS FOR 1996 ANNUAL MEETING

In order for shareholder proposals to be included in the proxy statement and
form of proxy for the 1996 Annual Meeting of Shareholders, such proposals must
be received by the Company at its offices at P.O. Box 1600, Stamford,
Connecticut 06904, Attention: Secretary--no later than December 8, 1995.

By Order of the Board of Directors,

/s/ Eunice M. Filter

Eunice M. Filter
Secretary

April 6, 1995

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APPENDIX

XEROX EXECUTIVE PERFORMANCE INCENTIVE PLAN

Section 1. Purpose. The purposes of the Xerox Executive Performance
Incentive Plan (the "Plan") are (i) to compensate certain Eligible Executives
who are selected to be Participants on an individual basis for significant
contributions to Xerox Corporation (the "Company") and its subsidiaries and (ii)
to stimulate the efforts of such executives by giving them a direct financial
interest in the performance of the Company.

Section 2. Definitions. The following terms utilized in the Plan shall
have the following meanings:

(a) A "Change in Control" shall be deemed to have occurred if (a) any
"person," as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934 ("1934 Act"), other than the Company, any
trustee or other fiduciary holding securities under an employee benefit
plan of the Company, or any company owned, directly or indirectly, by the
shareholders of the Company in substantially the same proportions as their
ownership of stock of the Company, is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of
securities of the Company representing 20 percent or more of the combined
voting power of the Company's then outstanding securities; or (b) during
any period of two consecutive years, individuals who at the beginning of
such period constitute the Board, including for this purpose any new
director (other than a director designated by a person who has entered into
an agreement with the Company to effect a transaction described in this
Section) whose election or nomination for election by the Company's
shareholders was approved by a vote of at least two-thirds of the directors
then still in office who were directors at the beginning of the period or
whose election or nomination for election was previously so approved, cease
for any reason to constitute a majority thereof.

(b) "Committee" shall mean the Executive Compensation and Benefits
Committee of the Board of Directors of the Company, or such other committee
of such Board as such Board may from time to time designate, comprised of
three or more outside Directors as defined under Section 162(m).

(d) "Financial Services Debt" shall mean the Debt of Xerox Financial
Services, Inc. ("XFSI") and its subsidiaries, other than Xerox Credit
Corporation, including Talegen Holdings, Inc. or any of Talegen Holdings,
Inc. direct or indirect subsidiaries for so long as they are direct or
indirect subsidiaries ("Talegen") outstanding to unrelated third-parties,
Debt of XFSI, Xerox Credit Corporation or the Company outstanding to
Talegen and Allocated Debt. "Debt" shall mean any obligations for the
payment of money whether payable on demand or having a fixed term and
whether evidenced by open-book accounts, promissory notes, bonds or any
other evidences of indebtedness but excluding intercompany tax receivables
and payables, and trade debt to unrelated third-parties incurred in the
ordinary course of business. "Allocated Debt" shall mean Debt of the
Company allocated to Insurance and Other Financial Services, as included in
"Other Long-Term Debt and Obligations" or such successor caption contained
within the Company's consolidated balance sheet. Allocated Debt shall be
determined for the first and last days of the relevant Performance Period
on the basis used to calculate Allocated Debt in the Company's consolidated
balance sheet as of December 31, 1994. The foregoing amounts shall be
determined from the accounts, books and records of the Company, XFSI and
Talegen used in the preparation of the audited annual financial statements
of such companies. For the purposes of reference the Financial Services
Debt as of December 31, 1994 was $3,438 million.

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(e) "Incentive Award" shall mean awards made under Section 4.1 of the
Plan.

(f) "Incentive Pool" shall mean the Long-Term PBT Incentive Pool,
Short-Term PBT Incentive Pool, Long-Term Debt Reduction Incentive Pool and
Short-Term Debt Reduction Incentive Pool.

(g) "Long-Term Debt Reduction Incentive Pool" shall mean 2.5% of the
excess of Financial Services Debt as of the first day of the relevant
Performance Period over the Financial Services Debt as of the last day of
the relevant Performance Period.

(h) "Long-Term PBT Incentive Pool" shall mean 1.5% of the cumulative
Profit Before Tax during a Long-Term Performance Period.

(i) "Long-Term Performance Period" shall mean a period of time of more
than twelve months but not more than sixty months as shall be determined by
the Committee, provided, however, that a Performance Period relating to a
Long-Term Debt Reduction Incentive Pool shall begin on the first day of a
fiscal year and shall end on the last day of a fiscal year.

(j) "Participant" shall mean each Eligible Employee who is designated as
a Participant by the Committee for an award under the Plan, provided,
however, that Participants must be selected prior to the Predetermination
Date.

(k) "Performance Measures" shall mean for a Performance Period the
Profit Before Taxes or Financial Services Debt.

(l) "Performance Period" shall mean a Long-Term Performance Period or a
Short-Term Performance Period.

(m) "Predetermination Date" shall mean a date not later than the earlier
of 90 days after commencement of the Performance Period or the expiration
of 25% of the Performance Period, or such later date on which a performance
goal is considered to be preestablished pursuant to Section 162(m).

(n) "Profit Before Taxes" shall mean the amount of Document Processing
income (loss) before income taxes, equity income and minorities' interests
plus the amount included as equity in net income of unconsolidated
affiliates, as included in such year's audited consolidated financial
statements of the Company plus the income (loss) before income taxes from
Document Processing-related (1) discontinued operations, (2) cumulative
effect of changes in accounting principles, and (3) extraordinary items.
There shall be automatically excluded from the determination of Profit
Before Tax all separately indentified events or transactions shown on the
face of the Document Processing Statements of Income other than those
events or transactions referred to in (1), (2) and (3) of this subsection
(n). All amounts shall be ascertained from the Company's annual audited
financial statements, accompanying notes and related management discussion
and analysis.

(o) "Section 162(m)" shall mean Section 162(m) of the Internal Revenue
Code of 1986, and the regulations promulgated thereunder, all as amended
from time to time.

(p) "Short-Term PBT Incentive Pool" shall mean 2% of the Profit Before
Tax during a Short-Term Performance Period.

(q) "Short-Term Debt Reduction Incentive Pool" shall mean 3% of the
excess of Financial Services Debt as of the first day of the relevant
Short-Term Performance Period, over the Financial Services Debt as of the
last day of the relevant Short-Term Performance Period.

(r) "Short-Term Performance Period" shall mean a period of time of from
six months to twelve months as shall be determined by the Committee.

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Section 3. Term. Subject to Section 9, the Plan shall be effective as of
January 1, 1995 (the "Effective Date"), and shall be applicable for all future
fiscal years of the Company unless amended or terminated by the Committee
pursuant to Section 6.

Section 4.1 Incentive Awards. Awards may be made to Participants which
will entitle them to receive a cash payment in an amount determined by the
Committee as provided in the Plan. Participants may receive concurrent or
consecutive Incentive Awards which may relate to a single Performance Period
and/or different Performance Periods. Prior to the Predetermination Date, the
Committee will designate or approve (i) the Eligible Executives who will be
Participants who will receive Incentive Awards, (ii) the Performance Measures
with respect to such awards, (iii) the Performance Period and (iv) the
percentage of the Incentive Pool to which each Participant shall be entitled at
the end of the Performance Period. The percentage of the Incentive Pool awarded
to any Participant shall not exceed 10% of the Incentive Pool in the case of the
Chief Executive Officer and 5% in the case of any other Participant.

4.2 Determination of Amount of Incentive Awards. After the conclusion
of the relevant Performance Period, the Committee shall determine the amount of
the Incentive Award for each participant by:

(i) determining the actual results of performance for each Performance
Measure to determine the amount of the relevant Incentive Pool,

(ii) determining the portion of the relevant Incentive Pool to which
each Participant is entitled based upon the percentage allocated to each
Participant by the Committee at the time of the award, and

(iii) certifying by resolution duly adopted by the Committee the value
for each Participant so determined.

4.3 Termination of Employment. A Participant whose employment is
terminated for cause in accordance with the Company's established policies or
whose employment terminates without the prior written consent of the Committee
during a Performance Period shall forfeit such Participant's Incentive Award for
such Performance Period. In the event of a Participant's death during a
Short-Term Incentive Period or during the last year of a Long-Term Incentive
Period, the full value of the Incentive Award at the end of the Performance
Period shall be payable to the Participant's estate. In the event of a
Participant's death prior to the last year of a Long-Term Incentive Period, such
Participant's Incentive Award for such Performance Period shall be forfeited. In
the event of an involuntary termination of employment of a Participant during a
Performance Period (other than for cause), the Participant shall be entitled to
receive a pro rata portion of the value of the Incentive Award at the end of the
Performance Period based upon a fraction, the numerator of which shall be the
number of full months during the Performance Period that the Participant is
employed by the Company and the denominator of which shall be the number of full
months in the Performance Period. Long-term disability shall not be deemed to be
a termination of employment for purposes of the Plan.

4.4 Payment of Awards. Incentive Awards shall be payable in a single
lump sum except to the extent deferred under any applicable plan of the Company.

4.5 Taxes. The Company shall withhold from any Incentive Award or
payments made or to be made under the Plan any amount of federal, state and,
where applicable, local withholding taxes due in respect of an Incentive Award.

4.6 Other Benefits. Participation in the Plan does not exclude
Participants from participation in any other benefit or compensation plans or
arrangements of the Company, including other bonus or incentive plans.

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Section 5. Administrative Expenses. Any expense incurred in the
administration of the Plan shall be borne by the Company out of its general
funds.

Section 6. Administrative Guidelines of the Plan.

(a) The Plan shall be administered by the Committee, which shall have
the sole authority to make rules and regulations for the administration of
the Plan. The interpretations and decisions of the Committee with regard to
the Plan shall be final, binding and conclusive upon the Company, its
shareholders, employees, Participants and their respective legal
representatives, successors, and assigns.

(b) The Committee may from time to time amend the Plan in any respect or
terminate the Plan in whole or in part, provided that no such action shall
increase the amount of any Incentive Award for which performance goals have
been established but which has not yet been earned or paid; provided
further that such action will not cause an Incentive Award to become
subject to the deduction limitations contained in Section 162(m). No such
termination shall adversely affect any outstanding awards under the Plan
without the consent of the holders thereof.

(c) Except as otherwise provided in Section 14, the Committee in its
sole discretion may reduce any Incentive Award to any Participant to any
amount, including zero.

Section 7. No Assignment. The rights hereunder, including without
limitation rights to receive an Incentive Award, shall not be pledged, assigned,
transferred, encumbered or hypothecated by a Participant, and during the
lifetime of any Participant an Incentive Award shall be payable only to such
Participant.

Section 8. The Company. For purposes of this Plan, the "Company" shall
include the successors and assigns of the Company, and this Plan shall be
binding on any corporation or other person with which the Company is merged or
consolidated.

Section 9. Shareholder Approval. This Plan shall be subject to approval
by a vote of the shareholders of the Company at the 1995 Annual Shareholders
meeting, and such shareholder approval shall be a condition to the right of a
Participant to receive any benefits hereunder.

Section 10. No Right to Employment. The designation of an Eligible
Executive as a Participant or grant of an Incentive Award shall not be construed
as giving a Participant the right to be retained in the employ of the Company or
any affiliate or subsidiary.

Section 11. Governing Law. The validity, construction and effect of the
Plan and any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the State of New York, without reference to its
conflicts of laws rules, and applicable federal law.

Section 12. No Trust. Neither the Plan nor any Incentive Award shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Participant. To the extent any
Participant acquires a right to receive payments from the Company in respect to
any Incentive Award, such right shall be no greater than the right of any
unsecured general creditor of the Company.

Section 13. Section 162(m). It is the intention of the Company that all
payments made under the Plan shall be excluded from the deduction limitations
contained in Section 162(m). Therefore, if any Plan provision is found not to be
in compliance with the "performance-based" compensation exception contained in
Section 162(m), that provision shall be deemed amended so that the Plan does
comply to the extent permitted by law and deemed advisable by the Committee, and
in all events the Plan shall be construed in favor of its meeting the
"performance-based" compensation exception contained in Section 162(m).

Section 14. Change in Control. Upon the occurrence of an event
constituting a Change in Control, all Incentive Awards outstanding hereunder for
the Performance Period during which such event occurs shall become immediately
due and payable at the maximum value of such Awards as determined by the
Committee at the time of award.

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NOTICE OF
ANNUAL MEETING
OF SHAREHOLDERS AND
PROXY STATEMENT
1995

[LOGO]
THE DOCUMENT COMPANY

XEROX

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THE DOCUMENT COMPANY
XEROX

VOTE YOUR ESOP SHARES NOW!

AS A PARTICIPANT IN THE EMPLOYEE STOCK OWNERSHIP PLAN, YOU HAVE THE
RIGHT TO VOTE THE SHARES ALLOCATED TO YOUR ESOP ACCOUNT!

The enclosed proxy statement provides the background on the proposals being
considered at this year's Annual Meeting to be held May 18, 1995. Read it
carefully and decide how you want to vote. Then fill in the enclosed voting
instruction card directing the ESOP trustee, State Street Bank & Trust
Company, how to vote shares allocated to your account.

Your vote is important.

The ESOP trustee will vote any unvoted and unallocated shares in the same
proportion as votes actually received from you and other ESOP participants.

Your vote is confidential.

Xerox has a confidential voting policy. Voting tabulations that identify
individual shareholders--including ESOP participants--are kept confidential.
See the section entitled Other Matters in the proxy statement for additional
information on the confidential voting policy.

Sometimes shareholders write comments on their cards. If you choose to write a
comment on your voting card and if it would be appropriate to forward it to a
Xerox executive, the trustee will transcribe your comment. No one at Xerox
will see your vote.

Make your vote count!

Fill in your card, sign and date it, then mail it in the return envelope.

(XEROX Logo)

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XEROX CORPORATION

PROXY

ANNUAL MEETING OF SHAREHOLDERS, 10:00 A.M., THURSDAY, MAY 18, 1995

THE RITTENHOUSE, 210 WEST RITTENHOUSE SQUARE,
PHILADELPHIA, PENNSYLVANIA

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints PAUL A. ALLAIRE, ROBERT A. BECK, THOMAS C.
THEOBALD, and each of them (or, if more than one are present, a majority of
those present), his proxies, with full power of substitution, to represent the
undersigned and to vote the shares of common stock of the company which the
undersigned is entitled to vote at the above annual meeting and at all
adjournments thereof, (a) in accordance with the following ballot, and (b) in
accordance with their best judgment in connection with such other business as
may come before the meeting.

-----------
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE
-----------

PLEASE MARK
/x/ VOTES AS IN
THIS EXAMPLE.

UNLESS MARKED OTHERWISE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS,
FOR ELECTION OF AUDITORS, FOR THE EXECUTIVE PERFORMANCE INCENTIVE PLAN, AND
AGAINST PROPOSAL 4.

1. ELECTION OF DIRECTORS NOMINATED BY THE BOARD (Pages 5 to 11)

NOMINEES: Paul A. Allaire, Robert A. Beck, B. R. Inman, Vernon E. Jordan, Jr.,
Yotaro Kobayashi, Hilmar Kopper, Ralph S. Larsen, John D. Macomber, N. J.
Nicholas, Jr., John E. Pepper, Martha R. Seger and Thomas C. Theobald.

FOR WITHHELD
/ / ALL / / FROM ALL
NOMINEES NOMINEES

/ / ______________________________________________
(INSTRUCTIONS To withhold authority to vote for any individual
nominee, print ONLY that nominee's name in the space provided above.)

2. ELECTION OF INDEPENDENT AUDITORS (Page 24)

FOR AGAINST ABSTAIN
/ / / / / /

3. APPROVAL OF EXECUTIVE PERFORMANCE INCENTIVE PLAN (Pages 24 to 26)

FOR AGAINST ABSTAIN
/ / / / / /

-------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
AGAINST PROPOSAL 4.
-------------------------------------------------------------------------------

4. MACBRIDE PRINCIPLES (Pages 27 to 28)

FOR AGAINST ABSTAIN
/ / / / / /

MARK HERE
FOR ADDRESS
CHANGE AND / /
NOTE AT LEFT

PLEASE SIGN AS IMPRINTED HEREON AND RETURN PROMPTLY.

Signature: ___________________________________________ Date ___________________

DEF 14A Last Page of 39 TOC 1st Previous Next ↓Bottom Just 39th

VOTING INSTRUCTIONS

XEROX CORPORATION

ANNUAL MEETING OF SHAREHOLDERS, 10:00 A.M., THURSDAY, MAY 18, 1995

THE RITTENHOUSE, 210 WEST RITTENHOUSE SQUARE,
PHILADELPHIA, PENNSYLVANIA

To State Street Bank & Trust Company, Trustee

As a participant in the Xerox Corporation Employee Stock Ownership Plan, I
hereby instruct the Trustee to vote the shares of Stock allocated to my Stock
Account and a proportion of shares held in the Trust which have not yet been
allocated as well as shares for which no instructions have been received (a) in
accordance with the following direction and (b) to grant a proxy to the proxies
nominated by the Board of Directors of the Company giving them discretion in
connection with such other business as may come before the meeting.

-----------
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE
-----------

PLEASE MARK
/x/ VOTES AS IN
THIS EXAMPLE.

UNLESS MARKED OTHERWISE, THIS VOTING INSTRUCTION WILL BE VOTED FOR THE ELECTION
OF DIRECTORS, FOR ELECTION OF AUDITORS, FOR THE EXECUTIVE PERFORMANCE INCENTIVE
PLAN, AND AGAINST PROPOSAL 4.

1. ELECTION OF DIRECTORS NOMINATED BY THE BOARD (Pages 5 to 11)

NOMINEES: Paul A. Allaire, Robert A. Beck, B.R. Inman, Vernon E. Jordan, Jr.,
Yotaro Kobayashi, Hilmar Kopper, Ralph S. Larsen, John D. Macomber, N.J.
Nicholas, Jr., John E. Pepper, Martha R. Seger and Thomas C. Theobald.

FOR WITHHELD
/ / ALL / / FROM ALL
NOMINEES NOMINEES

/ / ______________________________________________
(INSTRUCTIONS To withhold authority to vote for any individual
nominee, print ONLY that nominee's name in the space provided above.)

2. ELECTION OF INDEPENDENT AUDITORS (Page 24)

FOR AGAINST ABSTAIN
/ / / / / /

3. APPROVAL OF EXECUTIVE PERFORMANCE INCENTIVE PLAN (Pages 24 to 26)

FOR AGAINST ABSTAIN
/ / / / / /

4. MACBRIDE PRINCIPLES (Pages 27 to 28)

FOR AGAINST ABSTAIN
/ / / / / /

MARK HERE
FOR ADDRESS
CHANGE AND / /
NOTE AT LEFT

PLEASE SIGN AS IMPRINTED HEREON AND RETURN PROMPTLY.

Signature: ___________________________________________ Date ___________________

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEF 14A’ Filing	Date	First	Last	Other Filings

	12/31/01	18		10-K, 10-K/A, 11-K, NT 10-K, NT 11-K
	1/1/98	21
	12/31/97	18		10-K, 11-K
	1/1/97	21
	1/1/96	21
	12/31/95	5		10-K, 11-K
	12/8/95	31
	6/11/95	26
For Period End:	5/18/95	2	39
Filed on:	4/6/95	2	31
	3/31/95	18	28	10-Q
	3/29/95	3	15
	3/1/95	17	18
	2/6/95	17	18
	1/1/95	20	34
	12/31/94	14	32	10-K, 11-K
	12/5/94	16
	6/11/94	26
	3/1/94	16
	2/7/94	16	17
	1/1/94	17
	12/31/93	19
	12/31/92	19
	3/1/92	17
				List all Filings

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Filing Submission 0000950123-95-000922 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Xerox Corp – ‘DEF 14A’ for 5/18/95

As of: Thursday, 4/6/95 · For: 5/18/95 · Accession #: 950123-95-922 · File #: 1-04471

Previous ‘DEF 14A’: None · Next: ‘DEF 14A’ on 4/4/96 for 5/16/96 · Latest: ‘DEF 14A’ on 6/18/18 for 7/31/18

Definitive Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents