Xerox Corporation
800 Long Ridge Road
P.O. Box 1600
Stamford, CT 06904-1600
Eunice M. Filter
Vice President, Treasurer
and Secretary
April 29, 1996
Dear ESOP Participant:
You have previously received the Notice of Meeting and Proxy Statement
dated April 4, 1996, for the Annual Meeting of Shareholders scheduled to
be held on May 16, 1996, at the Ritz-Carlton Buckhead, 3434 Peachtree
Road, NE, Atlanta, Georgia. Proposal number 3 in the Proxy Statement
relates to approval of an increase in authorized shares of Common Stock
of the Company which is necessary to effectuate a three for one split in
the Common Stock. It has come to our attention that the Proxy Statement
did not describe the relative effect of the proposed stock split on the
voting rights for the Series B Convertible Preferred Stock ("ESOP Shares")
held in your Employee Stock Ownership Plan ("ESOP") account. The purpose of
this letter is to ensure you are fully informed.
Under the terms of the ESOP and the related ESOP Shares as originally
created in 1989, certain adjustments are made automatically in the ESOP
Shares to reflect splits in the Company's Common Stock. Each ESOP Share
is currently convertible into one share of Common Stock. After the split
each ESOP Share will be convertible into three shares of Common Stock.
Therefore, the value of your ESOP holdings, as well as the protection of
the minimum value of the ESOP Shares of $78.25, remains the same.
The voting rights of the ESOP Shares remain unchanged following the split.
As a result, as the indirect holder of the ESOP Shares in your account,
after the split you will continue to have the right to direct only one
vote per ESOP Share. On the other hand, a holder of a share of Common
Stock of the Company prior to the split will have three votes after the
split.
Enclosed for your convenience is another copy of the Voting Instruction
card which had previously been sent to you. As you know, as an ESOP
participant you may direct the Trustee how to vote the ESOP shares in your
account. Based upon this direction, the Trustee will vote a proportion
of the ESOP Shares held in the Trust which have not been allocated as well
as shares for which no instructions have been received. If you have not
already returned your Voting Instructions, or if you have done so and wish
to modify your vote, please fill in the card, sign and date it, then mail
it in the return envelope as soon as possible to be sure it is received in
time to be counted. A later dated Voting Instruction will supersede any
earlier card you may have already returned.
Sincerely
/s/ Eunice M. Filter
Eunice M. Filter