STAMFORD, Conn.--Nov. 16, 2001--Xerox Corporation today announced its intention to offer redeemable convertible trust preferred securities in a private placement, subject to market and other conditions. The company expects to raise $500,000,000 for general corporate purposes, including the payment of indebtedness. The redeemable convertible trust preferred securities will be offered to qualified institutional buyers who are accredited investors in reliance on Rule 144A under the Securities Act of 1933. The redeemable convertible trust preferred securities will not be registered under the Securities Act. Therefore, the redeemable convertible trust preferred securities may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.