Friday, June 20, 2008

Xerox board standing pat

Sent: 6/5/2008 4:03:34 P.M. Central Daylight Time
Subj: RE: Xerox securities lawsuit: request to contact independent directors

Dear Mr. Shattuck:

The Xerox Board of Directors has instructed me to respond to the concerns you expressed in your letter dated April 23, 2008.

I can assure you that our full Board of Directors reviewed the Carlson litigation and approved the settlement based on its determination that settling the case was in the best interest of both the Company and its shareholders. Moreover, without debating with you the equity of how and to whom the settlement proceeds should be distributed, because of the composition of the plaintiff class and the allegations made in the complaint, the settlement proceeds can be distributed only to those shareholders who purchased Xerox stock or bonds during the class period, as specified by the terms and conditions of the settlement agreement.

On behalf of our Board of Directors, I want to express our appreciation for your thoughts and comments.


Don H. Liu
Senior Vice President
General Counsel and Secretary
Xerox Corporation

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