<PAGE>

                                                                 Exhibit 4(b)(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"), 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").
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 September 20, 1996 (the
"Indenture"), between the Company and the Resigning Trustee, the Company
issued its Medium Term Notes, Series D (Base Cusip 98412J) (the "Securities");

  WHEREAS, the Company 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 $420,774,000 in
aggregate principal amount of the Securities;

  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 Company in writing;

  WHEREAS, the Indenture further provides that if the trustee resigns with
respect to any series of Securities, the Company, 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 Company
desires 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;  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

<PAGE>

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 Company having received written notice of the
Resigning Trustee's request to resign as trustee pursuant to Section 8.07(b)
of the Indenture, hereby accepts the resignation of the Resigning Trustee as
trustee under the Indenture.  Pursuant to Section 8.07(e) of the Indenture,
the Company acting pursuant to Board Resolution hereby appoints the Successor
Trustee as trustee under the Indenture, and vests and confirms to the
Successor Trustee all rights, powers, trusts, privileges, duties and
obligations of the trustee under the Indenture.

  2.  Company's Representations and Warranties.  The Company hereby represents
and warrants 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 Company; and

  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

<PAGE>

  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
  $950,000,000 and there is currently issued and outstanding $420,774,000
  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 and the Company 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.

  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 Company shall give notice in accordance with Section 8.07(f)
of the Indenture of the resignation of the Resigning Trustee and the

<PAGE>

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 Company's obligations under said
section to the Resigning Trustee, which lien shall also secure the Company'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 agrees 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 Company
  under this Section 8 and under Section 8.05 of the Indenture, the
  Successor Trustee shall have a lien prior to the Securities upon all
  property and funds held or collected by the Trustee as such.

  9.  Further Assurances.  The Company 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, agree upon reasonable
request of the Successor Trustee, to execute, acknowledge and deliver such

<PAGE>

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 Company 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 Company 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.
     111 Wall 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

<PAGE>

  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.


              [SIGNATURE PAGE FOLLOWS]


     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: