Corporate Governance Committee Director Nomination Process for the Xerox Corporation

The Corporate Governance Committee considers candidates for Board membership recommended by its members and other Board members, as well as by management and shareholders. There are no specific minimum qualifications that the Committee believes must be met by candidates. The Corporate Governance Guidelines require that a substantial majority of the Board should consist of independent directors. Any management representation should be limited to top Company management. Nominees are to be selected on the basis of, among other things, broad perspective, integrity, independence of judgment, experience, expertise, diversity, ability to make independent analytical inquiries, understanding of the Company's business environment and willingness to devote adequate time and effort to Board responsibilities. Members should represent a predominance of business backgrounds and bring a variety of experiences and perspectives to the Board. The Committee evaluates nominations by shareholders in the same manner as nominations from any of the other sources described above.

Shareholders who wish to recommend individuals for considerations by the Committee may do so by submitting a written recommendation to the Secretary of the Company, 201 Merritt 7, Norwalk, Connecticut 06851-1056. Submissions must include sufficient biographical information concerning the recommended individual, including age, employment and board memberships (if any), for the Committee to consider. The submissions must be accompanied by a written consent by the nominee to stand for election if nominated by the Board of Directors and to serve if elected by the shareholders. Recommendations for consideration must be received no earlier than 150 days and no later than 120 days prior to the anniversary of the date that the prior year's proxy statement was released to shareholders.