XEROX CORP
FORM OF SALARY CONTINUANCE AGREEMENT
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<TYPE>EX-10.(A)
<SEQUENCE>17
<FILENAME>dex10a.txt
<DESCRIPTION>FORM OF SALARY CONTINUANCE AGREEMENT
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                                                                   Exhibit 10(a)

                              THE DOCUMENT COMPANY

                                      XEROX

                      FORM OF SALARY CONTINUANCE AGREEMENT

The following information summarizes the arrangements for your retirement from
Xerox Corporation (the Company).

   Last day of active employment:     To be determined by the Chairman & CEO
   and/or President and COO
   Salary Continuance:  12 [24] months
   Salary Continuance Amount:  $xxxxxxx per month or, if greater, monthly
   salary rate on last day of employment
   Retirement Date: Day following end of Salary Continuance

Notwithstanding anything else contained in this letter if you engage in
Detrimental Activity as defined in the attached Exhibit the consequences set
forth therein shall apply.

Summarized below are the relevant provisions that apply to your long-term
incentive awards, profit sharing and savings accounts, pension benefits, life
insurance benefits and other benefits arrangements. In case of inconsistencies
between this summary and the relevant plan, the terms of the plan will govern.

STOCK AWARDS
------------
Stock grants (including stock options) awarded to you prior to the commencement
of salary continuance shall continue to vest and/or remain exercisable per the
terms of the awards and the relevant plans. You will not be eligible for
additional stock awards during salary continuation.

PROFIT SHARING AND SAVINGS ACCOUNT
----------------------------------
As you know, under relevant plan provisions, you have choices available
regarding the continued investment of your account balances and the time and
form of distribution. Please refer to You and Xerox: Wealthwise for a
description. A calculation of your account balances will be completed at the end
of your salary continuance period at which time you will have the opportunity to
elect how and when the proceeds will be distributed.

EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)
------------------------------------
At separation, your ESOP account can be taken as cash, in stock, or rolled over
to the Xerox 401(k) savings plan. A determination of your final plan benefit
will be made at the end of salary continuance period.

PENSION BENEFITS
----------------
Effective on your retirement date, you will become a retiree of Xerox. As a
retiree, you will receive pension benefits accrued in the Retirement Income
Guarantee Plan (RIGP). In addition to your vested RIGP benefit, depending on
your age on your retirement date, you may be eligible to receive a benefit under
the Supplemental Executive Retirement Plan (SERP), which as you know,

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will allow you to begin to receive retirement income benefits unreduced for
commencement prior to attainment of age 65 and will be offset by your RIGP
benefits. If you are eligible, this benefit will commence on your retirement
date, and will be paid in monthly installments reflecting your survivor
election. This benefit is unfunded and is not tax qualified. This means you are
an unsecured general creditor of the Company with respect to this benefit. A
determination of your benefit will be made at retirement. We can prepare an
estimate prior to that time if you so desire.

MEDICAL BENEFITS
----------------
As a retiree, you will receive medical coverage under Xerox Retiree Flex as it
is in effect from time to time. This program will include, among other things,
coordination of benefits if you are covered by more than one plan including
Medicare. As you get closer to your retirement date, an information package will
be sent to you from our medical insurance partner.

BONUS
-----
You will be eligible to receive a cash bonus and/or other cash award earned for
any year in which you are actively employed. If earned, any such cash awards
will be prorated based on the number of months of active employment during the
year.

LIFE INSURANCE
--------------
Your Contributory Life Insurance coverage of $xxxxxxx will continue during your
salary continuance period. During this period, both you and the Company will
continue to share in the cost of premiums according to the original plan
agreement. In the event of your death during salary continuance, salary would
cease and your beneficiaries will, subject to applicable plan provisions,
receive the proceeds of your life insurance coverage. Upon termination, the
Company will recover its cumulative premiums paid into the Contributory Life
Insurance Plan, plus an amount for administrative expenses as stated in the Plan
Agreement. At that time you will become sole owner of the policy along with any
remaining cash value, with the option to continue the coverage at your own
expense.

OTHER ARRANGEMENTS
------------------
You will relinquish your position as a Director and Officer of Xerox Corporation
and as a director and officer of any subsidiary company when your active
employment ends.

You will be paid for any accrued and unused vacation upon commencement of salary
continuance. You will not accrue any further vacation during salary continuance.

Your company financial counseling and tax preparation programs will be continued
through the end of the year in which your active employment ends.

You will not be entitled to any future Executive Expense Allowance payments
while on salary continuance.

You will not be eligible to receive long-term incentive awards while on salary
continuation. You will be eligible for your physical under the Executive
Physical program for any year during which you are actively employed.

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INDEMNITY
---------
You will be entitled to be indemnified with respect to all periods of your
service as a director or officer of the Company or any of its subsidiaries
in accordance with 1) the provisions of Sections 721 through 725 of the
Business Corporation Law of the State of New York and provisions of
California Labor Code Section 2802 2) Section 2 of Article VIII of the by-
laws of the Company as in effect on the date of commencement of salary
continuance and 3) the Company directors and officers liability insurance
policies with Federal Insurance Company, National Union Fire Insurance
Company of Pittsburgh P.A., Reliance Insurance Company, Chubb Atlantic
Ltd., Gulf Insurance Company and A.C.E. Insurance, Ltd., or any replacement
or substitute thereof or any addition thereto.

RELEASE
-------
This salary continuance payments provided for in this letter shall not become
effective until you execute and deliver to the Company the release in the form
attached immediately prior to the scheduled commencement thereof.

COOPERATION IN LITIGATION
-------------------------
You will cooperate fully with the Company and its counsel in any litigation that
arises out of or is related to your service with the Company or any of its
subsidiaries, or in which you are named as a party. That cooperation includes
making yourself available for reasonable periods of time upon reasonable notice
for consultation with the Company's counsel in any such litigation and to
testify in such litigation.

At the appropriate time, a representative of Xerox Corporation will contact you
regarding your resignation as a Corporate Officer.

Sincerely,





                                       AGREED AND ACCEPTED


                                       ________________________
                                       Date:

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                           Exhibit to Letter Agreement
                       Engagement in Detrimental Activity

Definition of Detrimental Activity
----------------------------------

"Detrimental Activity" shall mean:

(1) Employment as an employee of, or services provided as a consultant to,
another firm or corporation (other than the Company or an affiliate) that is a
direct competitor of the Company in any business in which the Company is
presently engaged or in which the Company as of the date of the letter to which
this Exhibit is attached ("Letter Agreement") may reasonably be expected to
engage in the future, or is or may become such a competitor indirectly through a
partnership, joint venture or other business arrangement with, or as a supplier
or consultant to, such a direct competitor ("Competitor"), unless the Company
has previously advised in writing that in its reasonable judgment such other
firm or corporation is not a Competitor (the Company will provide notice upon
request as to the competitive nature of a prospective employer); or

(2) Disclosure of confidential or proprietary business information of the
Company;

(3) The making of any derogatory or disparaging statements about the Company,
its management or its business;

(4) Violation of any rules, policies, procedures or guidelines of the Company,
including but not limited to the Company's Business Ethics Policy;

(5) Any attempt directly or indirectly to induce any employee of the Company to
be employed or perform services elsewhere or any attempt directly or indirectly
to solicit the trade or business of any current or prospective customer,
supplier or partner of the Company;

(6) Conviction of, or entry of a guilty plea with respect to, a crime, whether
or not connected with the Company; or

(7) Engagement in any other conduct or act determined by the Company to be
injurious, detrimental or prejudicial to any interest of the Company and,
therefore, to constitute an act of disloyalty towards the Company.

Consequences of Engagement in Detrimental Activity
--------------------------------------------------

If the executive who is a party to the Letter Agreement engages in any
Detrimental Activity any salary continuance provided for therein shall not
become payable or shall immediately terminate if payments have started,
employment with the Company will terminate and any benefits described in the
Letter Agreement, or otherwise, that are dependent upon continued employment,
including without limitation, continued vesting of benefits and determination of
years of service will also terminate.

If the executive who is a party to the Letter Agreement engages in Detrimental
Activity, that in the Company's sole discretion constitutes an act of disloyalty
towards the Company either before becoming entitled to salary continuance or
after commencement of salary continuance payments, as the case may be, in
accordance with the Letter Agreement, the following additional consequences
shall apply:

(a) Any outstanding award under the 1991 Long-term Incentive Plan (including
LEEP awards), the 1998 Employee Stock Option Plan, or pursuant to any bonus or
retention plans or programs ("Awards") shall be cancelled and be of no further
force or effect;

(b) Any payment of salary continuance or exercise, payment or delivery of an
Award within six months prior to such Detrimental Activity may be rescinded at
the sole discretion of the Company. In the event of any such rescission, the
executive shall pay to the Company the amount of any gain realized or payment
received as a result of the rescinded exercise, payment or delivery, in such
manner and on such terms and conditions as may be required amount owed to you by
the Company; and

(d) Any unfunded retirement benefits including, without limitation, under the
Unfunded Retirement Income Guarantee Plan and the Supplementary Executive
Retirement Plan, shall be forfeited.

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                              THE DOCUMENT COMPANY

                                      XEROX

                                 GENERAL RELEASE

1. In consideration of Xerox' agreement to provide salary continuance and other
benefits as set forth in the letter agreement dated June 13, 2001, attached
hereto and incorporated herein, and other good and valuable consideration the
adequacy and receipt of which are hereby acknowledged, I, Barry D. Romeril
release Xerox and its employees, directors, officers, agents, stockholders,
subsidiaries, affiliates, successors and assigns, and the Xerox employee
benefits plans in which I am now or have been a participant and their trustees,
administrators, successors, assigns, agents and, employees (the "Releasees"),
from any and all claims of any kind, known or unknown, which I now have or may
have against the Releasees by reason of facts which have occurred prior to the
date of this Release. Such released claims include, without limitation, any and
all claims of age discrimination under the Age Discrimination in Employment Act
of 1967, the Older Workers' Benefits Protection Act of 1990, any claims under
Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1866, 1870,
1871 and 1991, the Americans with Disabilities Act of 1990, the Rehabilitation
Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of
1963, the Fair Labor Standards Act of 1938, the Employee Retirement Income
Security Act of 1974, the Worker Adjustment and Retraining Notification Act of
1989, the Uniformed Services Reemployment Rights Act of 1994, and the Vietnam
Era Veteran's Readjustment Assistance Act of 1974 (all as amended), and the laws
of the state(s) where I am employed and reside, including by example and not
limitation the state fair employment practices law(s) or any other federal,
state or local statute or regulation regarding employment or discrimination in
employment, as well as any and all claims arising out of, based upon or relating
to the hire, offer of employment by Releasees, employment contract, if any,
between myself and Releasees, any representations or commitments made by the
Releasees regarding future employment, remuneration, promotion, discipline,
termination from employment, or benefits payable by Releasees to me including
but not limited to any and all claims under State contract or tort law such as
breach of the implied covenant of good faith and fair dealing, negligent or
intentional infliction of emotional distress and defamation, all claims for
punitive or compensatory damages, costs or attorneys fees, and any and all
claims I have, against Xerox based upon its employee relocation policy.

2. I acknowledge and agree that the consideration set forth in this Release is
in addition to anything of value to which I am otherwise entitled by law and
Xerox policy.

3. I understand and agree that this Release and Releasees' agreement to provide
consideration as set forth above are not intended and should not be construed,
in any way, as an admission by Releasees of wrongdoing or liability.

4. I agree that I will not file or pursue any charge, claim or action with any
government agency or any court against the Releasees based upon any event or
occurrence which took place prior to the date of this Release. However, I
understand that nothing set forth in this Release shall be construed as a
condition precedent, penalty or other limitation of my right to file a charge or
complaint with, or participate in an investigation or proceeding conducted by,
the EEOC or any comparable state agency.

5. I agree that if I act contrary to the representations and obligations set
forth in this Release, I shall repay to Xerox upon demand any and all moneys
paid to me by Xerox in consideration of this release. Moreover, if I act
contrary to paragraph 4 of this Release, I agree to pay all costs and expenses
of defending the charge, claim or action incurred by Releasees, including
reasonable attorneys fees.

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6.  Should any provision of this Release, with the exception of paragraph I, be
declared or be determined by any court to be illegal or invalid, the validity of
the remaining parts, terms or provisions shall not be affected thereby and said
illegal or invalid part, term, or provision shall be deemed not to be a part of
this Agreement. Should paragraph I be declared or be determined by any court to
be illegal or invalid, the purpose of this entire Agreement shall be deemed to
have failed and I shall return all consideration paid by Xerox hereunder.

7.  I agree to treat the existence and substance of this Release as Confidential
and shall not disclose it to other persons within or outside the Releasees
except as required by law.

8.  I understand and acknowledge that for a period of one year following my
separation from service with Xerox, I will not be eligible for rehire as an
employee, or retention as a contract worker or consultant.

9.  The undersigned and the Company agree that this release shall not release
the payments, benefits and other provisions contained in the attached letter
agreement between the undersigned and the Company.

10. I acknowledge that I have been advised by Xerox as follows:
   . TO CONSULT WITH AN ATTORNEY OF MY CHOOSING TO COUNSEL ME AS TO MY
     RIGHTS BEFORE I SIGN THIS RELEASE;
   . TO TAKE SUFFICIENT TIME TO DECIDE WHETHER TO SIGN THIS RELEASE. I HAVE 21
     DAYS FROM THE DATE THIS RELEASE IS PROVIDED TO ME TO CONSIDER IT BEFORE I
     SIGN AND RETURN IT TO XEROX;
   . THAT EVEN AFTER I SIGN AND RETURN THIS RELEASE TO XEROX, I WILL HAVE 7 DAYS
     THEREAFTER TO CHANGE MY MIND AND REVOKE MY RELEASE BY ASKING XEROX FOR ITS
     RETURN.

11. I understand and agree that this release waives all claims I may have at the
time I sign it, including claims I do not then know about or suspect. I further
understand and acknowledge that California Civil Code, Section 1542 provides: "A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." I
hereby expressly waive any rights I may have under that Code section, if
applicable, or any other similar state or federal statute or common law
principle of similar effect.

Date release provided to employee:

Date Signed and Returned to Xerox:  __________________________, _______
                                    (To be filled in by employee)


By: _______________________
      employee signature



XEROX CORPORATION

By: _______________________


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