EXHIBIT 10(f)
Restatement
of
XEROX CORPORATION
UNFUNDED SUPPLEMENTAL RETIREMENT PLAN
XEROX CORPORATION, a New York corporation having its principal executive office in the City of
Stamford, County of Fairfield and State of Connecticut, hereby adopts the XEROX CORPORATION
UNFUNDED SUPPLEMENTAL RETIREMENT PLAN effective on the Effective Date as follows:
Restatement October 13, 1997
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UNFUNDED SUPPLEMENTAL RETIREMENT PLAN
Section 1. Plan Name
The plan name is the Xerox Corporation Unfunded Supplemental Retirement Plan (the "Plan").
Section 2. Effective Date
The original effective date of the Plan is June 30, 1982. The Plan was restated on three previous occasions,
effective February 4, 1985, January 1, 1990, December 6, 1993 and December 9, 1996. This Restatement is
effective as of October 13, 1997.
Section 3. Purpose of the Plan
The Plan is designed to address special circumstances involved in the retirement of executives.
Section 4. Covered Employees
The following employees of Xerox Corporation (the "Company") are covered by the Plan:
the Company at grade level 23 and above after the original effective date of the Plan and do not fall within
categories D through G below (the "Officers").
C. Certain employees who received a letter dated September 2, 1982 from David T. Kearns regarding Executive
Retirement Guidelines (the "Guideline Employees").
D. All employees who are corporate officers of the Company on the date of this 1996 Restatement who first
commenced employment with the Company on or after attainment of age 40 and whose names appear on
Schedule A ("Schedule A") presented at the meeting of the Executive Compensation and Benefits Committee
held December 9, 1996 and made part of the records of that
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A. All employees who were corporate officers of the Company at grade
level 25 and above on the original effective date of the Plan (the
"Grandfathered Officers").
B. All employees who were corporate officers at grades 23 or 24 on the
origi