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Press Release

GE, Xerox Agree to 8-Year Financing Arrangement; New Xerox U.S. Customer Leases to be Funded by GE Vendor Financial Services

October 21, 2002

STAMFORD, Conn.--(BUSINESS WIRE)--Oct. 21, 2002--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.
About Xerox
Xerox Corporation is a $17 billion global enterprise with 72,000 employees. Xerox makes the digital world work better with an array of innovative document solutions, services and systems -- including color and black-and-white printers, digital multifunction devices and digital copiers -- designed for offices and production-printing environments.
About GE Vendor Financial Services
GE Vendor Financial Services is a global leader in developing and providing financial solutions and services to equipment manufacturers, distributors, dealers and their end users. With nearly $26 billion in served assets worldwide, Vendor Financial Services helps its customers drive new business and strengthen their existing business by providing superior service, a commitment to quality and the application of the latest e-commerce technology. Vendor Financial Services serves approximately 100 manufacturers, 4,500 dealers and currently has over 500,000 accounts in 33 countries.

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. Factors that could cause actual results to differ materially include failure to meet funding conditions or the occurrence of certain termination conditions. Information concerning certain other factors that could cause actual results to differ materially is included in Xerox's second-quarter 2002 Form 10-Q filed with the SEC.

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CONTACT:

Xerox Corporation

Christa Carone, available Oct. 21-23: 203-968-3086

after Oct. 23: 585-423-5074

By mobile: 585-737-7653

[email protected]

or

GE VFS

Peter Stack, 203-357-4502

By mobile: 203-912-3233

[email protected]


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