As amended through December 9, 1996
1989 DEFERRED COMPENSATION PLAN FOR EXECUTIVES
1993 AMENDMENT AND RESTATEMENT
Preamble. This Plan is a private unfunded nonqualified deferred compensation arrangement for executives and all
rights shall be governed by and construed in accordance with the laws of New York, except where preempted
by federal law. It is intended to provide a vehicle for setting aside funds for retirement.
Section 1. Effective Date. The original effective date of the Plan is January 1, 1989. The effective date of this
amendment and restatement is October 1, 1993.
Section 2. Eligibility. Any employee of Xerox Corporation (the "Company"), and any employee of a wholly
owned subsidiary of the Company which has adopted this Plan with the approval of the Company's Board of
Directors or the Executive Committee of the Company's Board of Directors ("Participating Subsidiary"), who is
at Corporate Grade 19 (or its equivalent) or above, and such additional group or groups of employees of the
Company or of a Participating Subsidiary as designated from time to time by the Administrator, are eligible to
participate in the Plan. A participant who terminates an election to defer receipt of compensation is not eligible to
participate again in the Plan until twelve months after the effective date of such termination.
Section 3. Deferred Compensation Account. There shall be established for each participant a deferred
Section 4. Amount of Deferral. A participant may elect to defer receipt of all or a specified part, expressed either
in terms of a fixed dollar amount or a percentage, of the compensation for services (in excess of the applicable
social security tax base for old age, survivor and disability benefits) as an employee of the Company or a
Participating Subsidiary otherwise payable to the participant in the form of cash. Any amount deferred is credited
to the participant's deferred compensation account on the date such amount