(As amended through 10/13/97)
DEFERRED COMPENSATION PLAN FOR EXECUTIVES
(Formerly 1989 Deferred Compensation Plan For Executives)
AMENDMENT AND RESTATEMENT
Preamble. This Deferred Compensation Plan For Executives, 1997 Amendment and Restatement (the "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 13, 1997.
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 Committee (as hereinafter defined) ("Participating Subsidiary"), who is in Corporate B and A (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 (an
individual who has so elected to participate is hereinafter referred to as a "Participant"). A Participant who
terminates an election to defer receipt of compensation is not eligible to make deferrals 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 one or more
deferred compensation Accounts (as hereinafter defined).
Section 4. Amount of Deferral. A Participant may elect to defer receipt of compensation for services (up to 50%
in the case of base salary and up to 100% in the case of any other long or short term compensation that is eligible
for deferral) as an employee of the Company or a Participa