MACHON JEAN NOEL 4

4 · XEROX CORP · Filed Jan 30, 2007

Form 4

Period: 2007-01-02

Senior Vice President

Transactions

Exercise/Conversion
Stock Option
2007-01-26−30,000→ 119,600 total
Exercise: $7.88From: 2004-01-01Exp: 2012-12-31→ Common Stock (30,000 underlying)
Sale
Common Stock
2007-01-26$17.01/sh−30,000$510,300→ 72,722 total
Other
Common Stock
2007-01-02+15,334→ 79,009 total
Other
Incentive Stock Rights
2007-01-02−15,334→ 0 total
Exercise/Conversion
Common Stock
2007-01-26+30,000→ 102,722 total
Tax Payment
Common Stock
2007-01-02−6,287→ 72,722 total

Holdings

Stock Option
Exercise: $5.14From: 2007-10-14Exp: 2011-12-31→ Common Stock (50,000 underlying)
50,000
Stock Option
Exercise: $15.21From: 2005-01-01Exp: 2011-12-31→ Common Stock (16,000 underlying)
16,000
Stock Option
Exercise: $47.50From: 2003-03-01Exp: 2009-12-31→ Common Stock (2,424 underlying)
2,424
Stock Option
Exercise: $21.78From: 2005-01-01Exp: 2009-12-31→ Common Stock (20,000 underlying)
20,000
Stock Option
Exercise: $13.69From: 2005-01-01Exp: 2011-12-31→ Common Stock (61,000 underlying)
61,000
Performance Shares
Exercise: $0.00From: 1988-08-08Exp: 1988-08-08→ Common Stock (19,633 underlying)
19,633
Stock Option
Exercise: $10.37From: 2003-01-01Exp: 2011-12-31→ Common Stock (93,500 underlying)
93,500
Stock Option
Exercise: $26.63From: 2003-03-01Exp: 2009-12-31→ Common Stock (1,212 underlying)
1,212

Footnotes (4)

[F1]Options vest over three years, 33.3% per year beginning in year shown.
[F2]Not Applicable
[F3]Vesting of Incentive Stock Rights.
[F4]These performance shares were earned based on achievement of specific annual performance criteria that are not tied solely to the market price of Issuer securities. Performance shares, to the extent earned, are scheduled to vest three years from their respective grant date.

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