Finance Code of Conduct

Summary

Xerox Corporation's (Xerox or the Company) stated Corporate philosophy is to comply with the highest standards of ethical behavior and the letter and spirit of all applicable laws. Additionally, Xerox is committed to full and accurate financial disclosure in compliance with applicable laws, rules, and regulations and to maintaining its books and records in accordance with applicable accounting policies, laws, rules, and regulations. This policy sets forth the unique stewardship responsibilities of Xerox Senior Financial Management, as defined, Financial Management and Finance staff. The responsibilities in this policy fall within the guidelines established in the Company's business ethics, conflicts of interest and related policies. Compliance with these policies is also implied in the requirements of the Sarbanes-Oxley Act of 2002 and regulatory bodies such as the Securities and Exchange Commission (SEC).

Scope

Xerox Corporation and subsidiaries.

Purpose

The purpose of this code of conduct is to codify standards that are reasonably designed to deter wrongdoing and to promote:

(a) Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

(b) Avoidance of conflicts of interest, including disclosure to an appropriate person or persons identified in this code of any material transaction or relationship that reasonably could be expected to give rise to such a conflict;

(c) Full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and in other public communications made by Xerox;

(d) Compliance with applicable governmental laws, rules and regulations;

(e) The prompt internal reporting to an appropriate person or persons identified in this code of violations of the code; and

(f) Accountability for adherence to the code.

Policy

Senior Financial Management, Financial Management and their Finance staffs are relied upon by Corporate and operating group management to:

• Develop honest and accurate financial statements.

• Safeguard company assets.

• Prepare honest and meaningful financial plans, forecasts and analyses of business proposals.

• Enforce Corporate policies in relevant areas (e.g., Cash Disbursements, Business Ethics, Capital Appropriation, Accounting, Financial Planning and Analysis, Tax compliance, Treasury Operations).

• Ensure that effective internal accounting and operating controls are maintained.

• Provide objective counsel to operating and corporate management on business alternatives.

Xerox' shareholders and management look to Xerox' Finance and Control function to prepare and disclose financial data that fairly present Xerox' financial position, results of operations and cash flows in accordance with generally accepted accounting principles, consistently applied.

Definitions:

• "Senior Financial Management" shall include, without limitation, the Xerox Corporation principal executive officer, principal financial officer, the controller, the treasurer, principal accounting officer and the Finance Executives (FE's) or persons performing similar functions.

• "Financial Management" shall include Senior Financial Management and all other finance personnel (including those in Financial Planning and Analysis, Tax, Treasury, Accounting, Business Ethics, and the Corporate Secretary's Office) with staff supervision responsibilities.

• "Financial Staff" shall include without limitation all employees working in departments, functions or organizations traditionally considered "finance" under the direct or indirect control of Financial Management.

Requirements:

1. Senior Financial Management, Financial Management and Finance Staff must meet the highest levels of honesty, integrity, objectivity and independence and comply with all relevant laws, governmental regulations, corporate policies, ethics requirements and professional standards. Additionally Senior Financial Management and Financial Management must also have leadership responsibilities that include creating a culture of high ethical standards and a commitment to compliance; maintaining a work environment that encourages employees to raise concrns; and promptly address employee compliance concerns.

   Minimum Standards: All Financial Personnel must:

   • Avoid actual or apparent conflicts of interest and to report any material transaction or relationship that reasonably could be expected to give rise to such a conflict as required by this Code. A conflict of interest occurs when your personal interests interfere in any way, or even appear to interfere with, your professional responsibilities or the interests of the Company as a whole.

   • Refrain from participating in any activity that would prejudice their ability to carry out their duties ethically.

   • Not accept, from any supplier or customer of the company, gifts, payments, favors, special considerations, discounts or entertainment which go beyond common courtesies usually associated with accepted business practice. (Finance personnel should consult their respective Country's Code of Conduct for more specific guidance with respect to the acceptance of gifts, etc. In the US the amount any employee can accept should not exceed $25 in a given year; consult the US Code of Conduct for specific requirements.)

   • Communicate unfavorable as well as favorable information and professional judgments or opinions.

   • Maintain awareness of laws, regulations, etc. and request appropriate legal advice as required.

   • Be cognizant of potential violations of Company policies or laws that become visible through financial data and knowledge of business operations and report these as appropriate.

   • Set a visible example of commitment to the letter and spirit of this Code for all Financial Personnel.

   • Maintain appropriate professional standards in the documentation of accounting and other finance matters and in Company communications including e-mail correspondence. (Refer to ACC 217 "Finance Documentation Standards")

2. As a public company, Xerox is required to file various periodic reports with, and submit various documents to, the SEC. In addition, the Company makes other public communications. It is Company policy to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws and regulations in all such required periodic reports, documents and public disclosures. Accordingly all financial personnel are responsible for reporting financial data accurately and in accordance with generally accepted accounting principles, governmental regulations and corporate policy; and take appropriate measures to protect the Company's assets including proprietary information against loss, theft and misuse.

   Minimum Standards: All Financial Personnel

   • Maintain an acceptable level of internal controls after giving consideration to cost / benefit relationships. See ACC 1701 and 1701.1.

   • Record and report financial information, e.g., Actuals, Plans, Outlooks and Financial Analyses accurately and honestly.

     • Accurate and honest reporting means that all information is to be communicated fairly and objectively. This includes disclosing fully all relevant information that could reasonably be expected to influence an intended user's understanding of the reports, comments and recommendations.

     • Reported financial data must not be influenced by:

       • Operating unit or individual performance or compensation objectives,

       • Plans and forecasts, and

       • Organizational commitments.

     • Dishonest reporting both inside and outside the Company is not only strictly prohibited; it could lead to civil or even criminal liability, for the individual as well as the Company. This includes reporting information or organizing it in a way that is intended to mislead or misinform those who receive it.

   • Take appropriate steps to protect against unauthorized distribution and/or disclosure of confidential data to anyone without a "need to know". See ACC 202 and SEC 002.

3. Senior Financial Management and Financial Management must ensure that Financial staffs have the appropriate level of functional expertise to accomplish operating and ethical objectives. (the below requirements not only apply to "Senior Financial Management" but also apply to all Finance Managers with staff supervision responsibilities)

   Minimum Standards: Senior Financial Management

   • Staffs should contain the appropriate mix of financial and operational skills

     • Staffs should contain the appropriate mix of financial and operational skills

       • Accounting and internal control

       • Financial Planning

       • Financial Analysis

       • Treasury

       • Taxes

       • Information Systems

     • Staffs must be provided with adequate ongoing training.

     • Staffs must be fully aware of Company policies and procedures.

     • Staffs must not be reduced to a level that precludes the ability to meet the minimum levels of internal control specified in ACC 1701 and 1701.1.

     • Senior Financial Management and Financial Management must refrain from exerting pressure on accounting personnel, with respect to accounting judgments and estimates, for the purpose of inappropriately influencing reported financial results.

Reporting Code of Conduct violations Code of Conduct violations, including conflicts of interest, should first be reported to the next highest level of management within the Finance organization. If the violation is not appropriately addressed, the violation should be reported to the Executive Vice President, Corporate Business Ethics and Compliance office and to the General Counsel.

Enforcement Violation of ethics policies, the Finance Code of Conduct, falsification of records or any other unethical behavior may lead to severe disciplinary action including discharge from the Company. In addition the Company may have a disclosure obligation as a result of fraud committed by an individual involved in internal control.

Responsibilities All Senior Financial Management and Financial Management must annually distribute this policy to their staffs and ensure that each finance organization employee understands the contents of the policy.

Cross References

• ACC 202, Preparation and Control of Financial Information for External Release.

• ACC 206, Business Ethics: Accounting/Control Procedures

• ACC 217, Finance Documentation Standards

• ACC 1701 and 1701.1, Compendium of Internal Controls and Maintenance of Internal Control Systems.

• SEC 002, Protection of Xerox Information.

• Policy Letter No. 2

• Xerox Corporation Code of Conduct (including all country specific Codes of Conduct