Re Agreement

RNS Number:0414P
Xerox Corp
20 December 2001



GE CAPITAL TO BECOME PRIMARY PROVIDER OF EQUIPMENT FINANCING FOR XEROX
                  CUSTOMERS IN FRANCE AND GERMANY 


        Xerox To Receive Approximately $570 Million From GE Capital In Sale 
                      Of French and German Lease Receivables 


STAMFORD, Conn., Dec. 20, 2001 - Xerox Corporation (NYSE: XRX) and GE Capital
today announced a framework agreement for GE Capital's European Equipment
Finance to become the primary equipment financing provider for Xerox
customers in France and Germany. 

For Xerox, the implementation of this agreement will be another step forward
in its progress to strengthen the company's financial position by
transitioning equipment financing to third-party vendors. For GE Capital, the
transactions will provide growth through Xerox's extensive customer base in
France and Germany, Xerox's second and third largest European operations
respectively. 


In addition, GE Capital intends to buy portions of Xerox's current lease
receivables in France and Germany for approximately $570 million. 

The framework agreement for vendor financing and the sale of lease
receivables are subject to regulatory approval, negotiation of definitive
agreements and satisfaction of closing conditions, including completion of
due diligence as well as notifying and consulting with local works councils. 

Today's announcements build on the global relationship between Xerox and GE
Capital. Earlier this year, the companies announced framework agreements for
GE Capital to become the primary equipment-financing provider for Xerox's
customers in the United States and Canada. 

Last year, Xerox announced its plan to transition to third-party equipment
financing as part of its turnaround strategy. Over time, this is expected to
remove as much as $10 billion in equipment financing-related debt from the
Xerox balance sheet and reduce the company's future cash requirements. 

About Xerox 

Xerox Corporation is a global enterprise with 83,300 employees serving
customers in 130 countries. Xerox makes the digital world work better with an
array of innovative, document-related solutions, services and systems,
including color and black-and-white digital printers, multifunction devices
and copiers designed for offices and production-printing environments. 

About GE Capital 

GE Capital European Equipment Finance is a leading provider of equipment
finance in Europe, serving manufacturers, dealers, brokers and end-users in a
large number of markets. GE Capital EEF has net assets of over US$7 billion.
Headquartered in Hounslow, England, GE Capital EEF is a GE Capital Company. 

GE Capital, with assets of more than $410 billion, is a global, diversified
financial services company grouped into six key operating segments comprised
of 25 businesses. A wholly owned subsidiary of General Electric Company, GE
Capital, based in Stamford, Connecticut, provides a variety of consumer
services, such as credit cards and life and auto insurance; mid-market
financing; specialized financing; specialty insurance; equipment management,
and specialized services, to businesses and Individuals in 47 countries
around the world. GE is a diversified services, technology and manufacturing
company with operations worldwide. 
 
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 September 30, 2001. 


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