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                                                                 Exhibit 4(d)(2)

            INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE
            -----------------------------------------------------

     THIS INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, ("Instrument"),
dated and effective as of February 1, 2001 (the "Effective Date"), among XEROX
CORPORATION, a corporation organized under the laws of the State of New York
(the "Company," and in its capacity as guarantor under the Indenture referred to
below, the "Guarantor"), XEROX OVERSEAS HOLDINGS LIMITED, formerly known as
Xerox Overseas Holdings PLC, a limited liability company organized under the
laws of England and Wales ("Xerox Overseas"), XEROX CAPITAL (EUROPE) PLC,
formerly known as Rank Xerox Capital (Europe) PLC, a public limited company
organized under the laws of England and Wales ("Xerox Capital," and together
with Xerox Overseas, the "Subsidiary Issuers," and each a "Subsidiary Issuer"),
CITIBANK, N.A., a national banking association organized under the laws of the
United States of America (the "Resigning Trustee"), and WILMINGTON TRUST
COMPANY, a banking corporation organized under the laws of the State of Delaware
(the "Successor Trustee"). The Company together with the Subsidiary Issuers,
each in its capacity as an issuer of securities under the Indenture referred to
below, are referred to herein as an "Issuer," and collectively the "Issuers."
Capitalized terms not otherwise defined herein shall have the same meaning
ascribed to such terms in the Indenture as referred to below.

                                    RECITALS
                                    --------

     WHEREAS, pursuant to an Indenture, dated as of October 21, 1997(the
"Indenture"), among the Issuers, the Guarantor and the Resigning Trustee, Xerox
Capital issued its $500,000,000 5.75% Notes Due May 15, 2002 (Cusip 98411MAB4),
its $500,000,000 5.875% Notes due May 15, 2004 (Cusip 98411MAA6) and its
$25,000,000 Medium Term Notes, Series E due April 24, 2008 (Cusip 98411PAA9);
and Xerox issued its $600,000,000 5.5% Notes due November 15, 2003 (Cusip
984121AW3), its Medium Term Notes, Series E (Base Cusip 98412J) and its Medium
Term Notes, Series F (Base Cusip 98412J) (collectively all such issued notes,
the "Securities");

     WHEREAS, the Issuers appointed the Resigning Trustee as the trustee under
the Indenture and in its capacity as the paying agent and registrar (in each
such capacity, the "Paying Agent") of all Securities issued under the Indenture;

     WHEREAS, there is presently issued and outstanding $2,400,000,000 in
aggregate principal amount of the Securities;



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     WHEREAS, the Indenture provides that the trustee may resign at any time
with respect to any series of Securities and be discharged from the trusts
created by the Indenture by notifying the Issuer of any and all such Securities
and the Guarantor in writing;

     WHEREAS, the Indenture further provides that if the trustee resigns with
respect to any Securities, the Issuer of the applicable series of Securities and
the Guarantor, by or pursuant to a Board Resolution, shall promptly appoint a
successor Trustee with respect to such applicable series of Securities;

     WHEREAS, the Resigning Trustee desires to resign as the trustee with
respect to all Securities issued pursuant to the Indenture, and the Issuers and
the Guarantor desire to appoint the Successor Trustee as trustee to succeed the
Resigning Trustee as the trustee with respect to the Securities;

     WHEREAS, the Resigning Trustee will remain Paying Agent with respect to the
Securities; the Calculation Agent pursuant to the Interest Calculation Agency
Agreement, dated as of October 21, 1997, among the Issuers and the Resigning
Trustee; and the Exchange Agent pursuant to the Exchange Rate Agent Agreement,
dated as of October 21, 1997, among the Issuers and the Resigning Trustee; and

     WHEREAS, the Successor Trustee is willing to accept the appointment as
trustee under the Indenture.

     NOW, THEREFORE, in consideration of the covenants set forth herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

     1. Acceptance of Resignation of Resigning Trustee and Appointment of
Successor Trustee. The Issuers and Guarantor having received written notice of
the Resigning Trustee's request to resign as trustee pursuant to Section 8.07(b)
of the Indenture, hereby accept the resignation of the Resigning Trustee as
trustee under the Indenture. Pursuant to Section 8.07(e) of the Indenture, the
Issuers and Guarantor acting pursuant to Board Resolution hereby appoint the
Successor Trustee as trustee under the Indenture, and vest and confirm to the
Successor Trustee all rights, powers, trusts, privileges, duties and obligations
of the trustee under the Indenture.

     2. Issuers' and Guarantor's Representations and Warranties. Each Issuer and
the Guarantor, as applicable, hereby represent and warrant to the Successor
Trustee that:

     a. It is duly organized and validly existing and in good standing under all
applicable law, and, this Instrument has been duly authorized, executed and
delivered on its behalf and constitutes its legal, valid, binding and
enforceable obligation;

     b. It has not entered into any amendment or supplement to the Indenture,
and the Indenture is in full force and effect;

     c. No Event of Default and no default exists under the Indenture;

     d. No covenant or condition contained in the Indenture has been waived by
the Holders of a percentage in aggregate principal amount of the Securities
required by the Indenture to effect any such waiver;

     e. The Indenture was validly executed and delivered by it, and the
Securities are validly issued securities of the Issuer; and



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     f. The execution and delivery of this Instrument do not and will not
conflict with, or result in a breach of, any of the terms or provisions of, or
constitute a default under, any (i) contract, agreement, indenture or other
instrument (including, without limitation, its certificate of incorporation,
by-laws and/or any and all other applicable organizational documents) to which
it is a party or by which it or its property is bound, or (ii) any judgment,
decree or order of any court or governmental agency or regulatory body or law,
rule or regulation applicable to it or its property.

     3. Resigning Trustee's Representations and Warranties. The Resigning
Trustee hereby represents and warrants to the Successor Trustee that:

     a. It has not entered into any amendment or supplement to the Indenture and
the Indenture is in full force and effect;

     b. No covenant or condition contained in the Indenture has been waived by
the Resigning Trustee or by the Holders of a percentage in aggregate principal
amount of the Securities required by the Indenture to effect any such waiver;

     c. There is no action, suit or proceeding pending or threatened against the
Resigning Trustee of which it has actual knowledge before any court or
governmental authority arising out of any action or omission by the Resigning
Trustee as trustee under the Indenture;

     d. It has made, or promptly will make, available to the Successor Trustee
originals, if available, or copies in its possession, of all documents relating
to the trusts created by the Indenture (the "Trusts") and all information in the
possession of its corporate trust administration department relating to the
administration and status of the Trusts and shall do such other things as the
Successor Trustee may reasonably request to more fully vest and confirm in the
Successor Trustee all the rights, powers, trusts, privileges, duties and
obligations assigned and transferred hereby to the Successor Trustee;

     e. It has lawfully discharged its duties as trustee under the Indenture;

     f. Pursuant to Section 3.03 of the Indenture, it duly authenticated and
delivered the Securities in an aggregate principal face amount of $2,400,000,000
and there is currently issued and outstanding $2,400,000,000 in aggregate
principal amount of the Securities;

     g. As of the Effective Date, it holds no property or money in its capacity
as trustee under the Indenture; and

     h. This Instrument has been duly authorized, executed and delivered on
behalf of the Resigning Trustee and constitutes its legal, valid, binding and
enforceable obligation.

     4. Successor Trustee's Representations and Warranties. The Successor
Trustee represents and warrants to the Resigning Trustee, the Issuers and the
Guarantor that:

     a. It is qualified and eligible to serve as trustee under the Indenture and
the Trust Indenture Act of 1939, as amended (the "Act"); and

     b. This Instrument has been duly authorized, executed and delivered on
behalf of the Successor Trustee and constitutes its legal, valid, binding and
enforceable obligation.



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     5. Acceptance by Successor Trustee. The Successor Trustee hereby accepts
its appointment, as of the Effective Date, as successor trustee under the
Indenture, and assumes, as of the Effective Date, all rights, powers, trusts,
privileges, duties and obligations of the trustee thereunder, subject to the
terms and conditions therein.

     6. Notice to Holders. Promptly after the Effective Date of this Instrument,
the applicable Issuer shall give notice in accordance with Section 8.07(f) of
the Indenture of the resignation of the Resigning Trustee and the appointment of
the Successor Trustee.

     7. Assignment by Resigning Trustee. The Resigning Trustee hereby confirms,
assigns, transfers, delivers and conveys, as of the Effective Date, to the
Successor Trustee, as successor trustee under the Indenture, upon the Trusts
expressed in the Indenture, all rights, powers, trusts, privileges, duties and
obligations, which the Resigning Trustee, as trustee now holds under and by
virtue of the Indenture, and shall pay over to the Successor Trustee, any and
all property and moneys held by the Resigning Trustee under and by virtue of the
Indenture, subject to the lien provided by Section 8.05 of the Indenture, which
lien the Resigning Trustee expressly reserves to the fullest extent necessary to
secure the Issuers' and the Guarantor's obligations under said section to the
Resigning Trustee, which lien shall also secure the Issuers' and the Guarantor's
obligations under said section to the Successor Trustee. Not withstanding any
other provision in this Instrument, the Resigning Trustee shall continue to act
as Paying Agent under the Indenture to the extent that the Resigning Trustee
acts as Paying Agent under any series of Securities, and the Successor Trustee
assumes none of the obligations or duties of the Paying Agent in the Indenture.

     8. Indemnification

     a. The parties to this Instrument agree that this Instrument does not
constitute an assumption by the Successor Trustee of any liability of the
Resigning Trustee arising out of any breach by the Resigning Trustee in the
performance of its duties as trustee under the Indenture.

     b. The Company, Xerox Capital and Xerox Overseas agree jointly and
severally to pay or indemnify, as applicable, the Successor Trustee and save the
Successor Trustee harmless from and against any and all costs, claims,
liabilities, losses or damages whatsoever (including the reasonable fees,
expenses and disbursements of the Successor Trustee's legal counsel and other
advisors) arising out of the actual, alleged or adjudicated actions or omissions
of the Resigning Trustee that the Successor Trustee may suffer or incur as a
result of the Successor Trustee accepting this appointment and acting as
successor trustee under the Indenture. The Successor Trustee will furnish to the
Company, promptly upon receipt, all documents with respect to any action the
outcome of which would make the indemnity provided for in this paragraph
operative. The Successor Trustee shall notify the Company in writing of any
claim for which it may seek indemnity.

     c. As security for the performance of the obligations of the Issuers and
the Guarantor under this Section 8 and under Section 8.05 of the Indenture, the
Successor Trustee shall have a lien prior to the Securities of such Issuer upon
all property and funds held or collected in respect of such Securities of such
Issuer by the Trustee as such.

     9. Further Assurances. The Issuers, the Guarantor and the Resigning
Trustee, for the purposes of more fully and certainly vesting in and confirming
to the Successor Trustee, as successor trustee under the Indenture, said rights,
powers, trusts, privileges, duties and obligations agrees, upon reasonable


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request of the Successor Trustee, to execute, acknowledge and deliver such
further instruments of conveyance and further assurance and to do such other
things as may reasonably be required for more fully and certainly vesting and
confirming to the Successor Trustee all rights, powers, trusts, privileges,
duties and obligations which the Resigning Trustee now holds under and by virtue
of the Indenture.

     10. Survival of Certain Obligations of the Company. Notwithstanding the
resignation of the Resigning Trustee, the Issuers and the Guarantor shall remain
obligated under the Indenture to compensate, reimburse and indemnify the
Resigning Trustee in connection with its trusteeship under the Indenture, and
nothing contained in this Instrument shall in any way abrogate the obligations
of the Issuers or the Guarantor to the Resigning Trustee under the Indenture or
any lien created in favor of the Resigning Trustee thereunder.

     11. Corporate Trust Office. Reference in the Indenture to the "Corporate
Trust Office" of the Resigning Trustee or other similar terms shall be deemed to
refer to the Corporate Trust Office of the Successor Trustee at Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890 or any other office
of the Successor Trustee at which, at any particular time, its corporate trust
business shall be principally administered.

     12. Notices. All notices, whether faxed or mailed will be deemed received
when sent pursuant to the following instructions:

           TO THE SUCCESSOR TRUSTEE:
           WILMINGTON TRUST COMPANY
           Attn:  Corporate Trust Administration
           Rodney Square North
           1100 North Market Street
           Wilmington, Delaware 19890
           TELEPHONE:  (302) 651-1343
           TELECOPIER:  (302) 651-8882


           TO THE RESIGNING TRUSTEE:
           CITIBANK, N.A.
           111Wall Street, 14th Floor
           New York, New York 10005
           TELEPHONE:  (212) 657-7805
           TELECOPIER:  (212) 657-4009

           TO THE COMPANY:
           XEROX CORPORATION
           800 Long Ridge Road
           Stamford, Connecticut 06904
           Attn:  Assistant Treasurer
           TELEPHONE:  (203) 968-4653
           TELECOPIER:  (203) 968-3972

           TO XEROX OVERSEAS:
           XEROX OVERSEAS HOLDINGS LIMITED
           Bridge House, Oxford Road
           Uxbridge, Middlesex UB8 1HS,
           United Kingdom
           TELEPHONE:  011 44(0) 1895 251133
           TELECOPIER:  011 44(0) 1895 845472

           (with a copy to the Company)



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           TO XEROX CAPITAL:
           XEROX CAPITAL (EUROPE) PLC
           Bridge House, Oxford Road
           Uxbridge, Middlesex UB8 1HS,
           United Kingdom
           TELEPHONE:  011 44(0) 1895 251133
           TELECOPIER:  011 44(0) 1895 845472

           (with a copy to the Company)

     13. Effective Date. This Instrument and the resignation, appointment and
acceptance effected hereunder shall be effective as of the close of business on
the Effective Date.

     14. Governing Law. This Instrument shall be governed by and construed in
accordance with the laws of the State of New York.

     15. Counterparts. This Instrument may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall
together constitute one and the same instrument.

     IN WITNESS WHEREOF, the parties have executed this Instrument to be
effective as of the day and year first above written.

                                       WILMINGTON TRUST COMPANY,
                                       Successor Trustee

                                       By:   _____________________________
                                       Name:
                                       Title:


                                       CITIBANK, N.A.,
                                       Resigning Trustee

                                       By:   _____________________________
                                       Name:
                                       Title:


                                       XEROX CORPORATION,
                                       Company

                                       By:   _____________________________
                                       Name:
                                       Title:


                                       XEROX OVERSEAS HOLDINGS LIMITED,
                                       Issuer

                                       By:   _____________________________
                                       Name:
                                       Title:


                                       XEROX (CAPITAL) EUROPE PLC,
                                       Issuer

                                       By:   _____________________________
                                       Name:
                                       Title:





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