BW20021021002582  20021021T163035Z UTC


( BW)(XEROX)(BB63) GE, Xerox Agree to 8-Year Financing Arrangement

    Business Editors
    UK REGULATORY NEWS

    STAMFORD, Conn.--(BUSINESS WIRE)--Oct. 21, 2002--

              New Xerox U.S. Customer Leases to be Funded
                   by GE Vendor Financial Services

Xerox Corporation (NYSE: XRX) and General Electric (NYSE: GE) today
announced an eight-year agreement for GE Vendor Financial Services to
become the primary equipment financing provider for Xerox customers in
the United States through monthly advances against Xerox's new U.S.
lease originations.

In addition to the $2.5 billion already funded by GE, which is secured
by portions of Xerox's current U.S. lease receivables, the new
agreement calls for GE to provide Xerox with funding in the U.S. of up
to $5 billion outstanding during the eight-year term, subject to
certain funding conditions.

"We are pleased that our relationship with Xerox continues to grow and
strengthen," said Dan Henson, president and chief executive officer,
GE Vendor Financial Services. "Our two organizations working together
provide an effective combination with a great value proposition."

"This significant agreement represents a major step forward in Xerox's
well defined strategy to further fortify its financial position," said
Lawrence A. Zimmerman, Xerox senior vice president and chief financial
officer. "We have put the right processes in place, supported by this
long-term contractual arrangement with GE, to ensure financial
flexibility as we effectively manage and strengthen our balance
sheet."

The agreement takes effect immediately and calls for GE to lend
against Xerox's U.S. lease receivables at over-collateralization rates
that are currently about 10 percent. Xerox noted that the financing
debt and the receivables will be consolidated on its balance sheet
with the debt funded by the GE advances.

Earlier this year, the companies together launched Xerox Capital
Services, LLC. XCS, jointly managed by GE and Xerox, is responsible
for Xerox's customer administration operations in the U.S.

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

This release contains forward-looking statements and information
relating to Xerox that are based on our beliefs as well as assumptions
made by and information currently available to us. The words
"anticipate," "believe," "estimate," "expect," "intend," "will" and
similar expressions, as they relate to us, are intended to identify
forward-looking statements. Actual results could differ materially
from those projected in such forward-looking statements. Information
concerning certain factors that could cause actual results to differ
materially is included in the company's Form 10-Q for the quarter
ended June 30, 2002, as filed with the SEC.

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

   Short Name: Xerox Corp.
   Category Code: MSC
   Sequence Number: 00001010
   Time of Receipt (offset from UTC): 20021021T171456+0100

    --30--jgm/in

    CONTACT: Xerox
             Investor Relations:
             James A. Ramsey, 203/968-3807
             James.Ramsey@usa.xerox.com
             Fax 203/968-3944
             Cynthia B. Johnston, 203/968-3489
             Cindy.Johnston@usa.xerox.com   
             Fax 203/968-3944

    KEYWORD: CONNECTICUT UNITED KINGDOM INTERNATIONAL EUROPE
    INDUSTRY KEYWORD: COMPUTERS/ELECTRONICS HARDWARE PRODUCT MARKETING
AGREEMENTS
    SOURCE: Xerox Corp.


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