As amended through
February 5, 1996
1989 DEFERRED COMPENSATION PLAN FOR DIRECTORS
1996 AMENDMENT AND RESTATEMENT
Preamble. This Plan is a private unfunded nonqualified deferred compensation arrangement for Directors 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 May 16, 1996.
Section 2. Eligibility. Any Director of Xerox Corporation (the "Company") who is not an officer or employee of
the Company or a subsidiary of the Company is 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) 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 cash compensation otherwise payable to the participant for serving on the
Company's Board of Directors or committees of the Board of Directors. Any amount deferred is credited to the
participant's deferred compensation account on the date such amount is otherwise payable.
(b) In addition to the foregoing, there shall be credited to the deferred compensation accounts of each person
who is serving as a Director on May 15, 1996 a sum computed by the Company as the present value of his or
her accrued benefit under the Company's Retirement Income Plan For Directors, if any, as of such date and each
such Director shall be given notice of such amount. The amount so computed shall be final and binding on the