XEROX CORP
1997 RESTATEMENT OF REGISTRANTS UNFUNDED RETIREMENT
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<TYPE>EX-10.(E)
<SEQUENCE>9
<FILENAME>dex10e.txt
<DESCRIPTION>1997 RESTATEMENT OF REGISTRANTS UNFUNDED RETIREMENT
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                                                                   Exhibit 10(e)

                             As amended by Board of Directors through 10/9/00


                                1997 Restatement

                                       of

                                XEROX CORPORATION

                    UNFUNDED RETIREMENT INCOME GUARANTEE 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 RETIREMENT INCOME GUARANTEE PLAN effective
on the Effective Date as follows:

                          Restatement October 13, 1997

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                                      INDEX

                                                                     Page No.

ARTICLE 1   Definitions                                                 3

ARTICLE 2   Purpose of Plan                                             3

ARTICLE 3   Eligibility                                                 4

ARTICLE 4   Benefits                                                    4

ARTICLE 5   Change in Control                                           6

ARTICLE 6   Administration                                              7

ARTICLE 7   Amendment and Termination                                   7

ARTICLE 8   Miscellaneous                                               8

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                                XEROX CORPORATION

                  UNFUNDED RETIREMENT INCOME GUARANTEE PLAN


                                    ARTICLE 1

                                   Definitions

     When used herein, the words and phrases defined hereinafter shall have the
following meaning unless a different meaning is clearly required by the context
of the Plan. Terms used herein which are defined in Article 1 of the Funded Plan
shall have the meanings assigned to them in the Funded Plan.

     Section 1.1.   Administrator. The Administrator appointed by the Vice
President, Human Resources of the Company

     Section 1.2.   Average Monthly Compensation. Shall be determined under
Article 1 of the Funded Plan, without regard to the dollar limitation contained
therein; and, notwithstanding the above, shall also include any compensation
provided under the Xerox Corporation CEO Challenge Bonus Program.

     Section 1.3.   Board. The Board of Directors of the Company.

     Section 1.4.   Code. The Internal Revenue Code of 1986 as amended, or as it
may be amended from time to time.

     Section 1.5.   Company. Xerox Corporation.

     Section 1.6.   Effective Date. The original effective date of the Plan was
July 1, 1977. This Restatement is effective as of October 13, 1997.

     Section 1.7.   Employee. A Member in the Funded Plan.

     Section 1.8.   Funded Plan. The Xerox Corporation Retirement Income
Guarantee Plan.

     Section 1.9.   Plan. The "Xerox Corporation Unfunded Retirement Income
Guarantee Plan", as set forth herein or in any amendment hereto.

                                    ARTICLE 2

                                 Purpose of Plan

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     Section 2.1.   Purpose. The Plan is designed to provide retirement benefits
payable out of the general assets of the Company as provided in Section 4.1.

                                   ARTICLE 3

                                  Eligibility

     Section 3.1.   Eligibility. All Employees and beneficiaries of Employees
eligible to receive benefits from the Funded Plan shall be eligible to receive
benefits under this Plan in accordance with Section 4.1 regardless of when the
Employees may have retired.

                                   ARTICLE 4

                                   Benefits

     Section 4.1.   Amount of Benefits. The amount of the benefit payable under
the Plan shall be equal to the monthly benefit which would be payable to or on
behalf of an Employee under the Funded Plan as a Life Annuity if Section 9.5 of
the Funded Plan were inapplicable and if the amount of any compensation deferred
by the Employee was included in the calculation of Average Monthly Compensation
(except the increase in compensation which became payable under the Company's
policy of increasing compensation by the amount which cannot be added to an
Employee's accounts under the Profit Sharing Plan by reason of the limitation
contained in Section 415 of the Code), less the following:

     (a)  The monthly benefit actually payable as a Life Annuity to or on behalf
of the Employee under the Funded Plan other than the RIGP Plus Benefit payable
under Article 17 thereof.

     (b)  The monthly benefit which could be purchased as a Life Annuity with
the balance, if any, in the Employee's deferred compensation account under the
Xerox Corporation Deferred Compensation Plan For Executives arising from the
Retirement Account portion of the Profit Sharing Adjustment under Section 4
thereof.

     (c)  Any amount paid to the Employee from which FICA taxes are withheld
related to nonqualified retirement benefits from a plan sponsored by the Company
which have not been previously withheld (or deemed to be withheld because the
maximum tax had already been paid) and are payable upon retirement but cannot be
withheld from any single sum payment of compensation or other nonqualified plan
benefits translated to an annuity (single life or joint and survivor as
appropriate) payable commencing on the date of retirement.

     (d)  The amount of that certain provisional supplement provided to certain
high-paid Employees in RIGP effective in 1989 when the RIGP benefit was modified
payable to Employees in a lump sum translated to an annuity (single life or
joint and survivor as appropriate) payable commencing on the date of retirement.

     Section 4.1A   Additional Benefit. In addition to the benefit provided by
the foregoing provisions of Section 4.1, there shall be an additional benefit
equal to the excess of (a) over (b) where (a) is the RIGP Plus Benefit which
would be payable under Article 17 of the Funded Plan as if "Annual Pay", as
defined in Article 17 of the Funded Plan, had been calculated without regard

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to the applicable limitations of the "Code" as defined in the Funded Plan and to
include deferred compensation to the extent not already included and (b) is the
RIGP Plus Benefit calculated under Article 17 of the Funded Plan subject to such
Code limitations. Notwithstanding any provision of this Plan to the contrary,
the benefit under this Section 4.1A shall be payable in cash in a lump sum. Such
benefit shall be paid at the time specified in Section 4.4. If payment is not
made at or about termination of employment, the Administrator may, in his or her
discretion, determine to increase the amount of the additional benefit at the
CBRA interest rate (within the meaning of the Funded Plan) for the period
between termination and payout hereunder.

     Section 4.2.  Form of Benefit Payments. The forms of benefit available
under the Plan shall be for single Employees a 10-Year certain and life annuity
or a life annuity and for married Employees a 50% or 100% joint and survivor
annuity option, all as shall have been elected by Employee on forms provided by
the Administrator. The benefit payable to a single Employee who has failed to
make such an election shall be a life annuity and for any such married Employee
a 50% joint and survivor annuity. The 10-year certain and life annuity is the
actuarial equivalent of the life annuity and the 100% joint and survivor annuity
is the actuarial equivalent of the 50% joint and survivor annuity. Except as
otherwise provided in Section 5.1 in no event is the benefit payable in a lump
sum.

     Notwithstanding the above, the lump sum actuarial equivalent of any benefit
otherwise payable as a monthly amount of one hundred dollars ($100.00) or less,
shall be distributed in accordance with Section 4.3. The interest rate used in
computing the lump sum actuarial equivalent amount shall be the interest rate
described in the section entitled "Optional Forms of Benefit Payment" of the
Funded Plan.

     Section 4.3   Death Prior to Benefit Commencement. The spouse of a
Participant who dies before commencement of benefits under the Plan shall be
entitled to a survivor benefit calculated in accordance with Article 7 of the
Funded Plan in an amount equal to the amount determined under (a) or (b) below.

     (a)  In the case of a Participant who is eligible to retire under the
Funded Plan on the date of his or her death, one-half of the retirement benefit
to which the Participant would have been entitled under the Plan if he or she
had retired on the last day of the month coincident with or next following the
date of the Participant's death; or

     (b)  In the case of a Participant who is not eligible to retire under the
Funded Plan on the date of his or her death, one-half of the retirement benefit
to which the Participant would have been entitled under the Plan if he or she
had terminated on his or her date of death and survived to the date of payment
of benefits as determined under Section 4.4 below.

     Section 4.4.  Time of Benefit Payments. Benefits due under the Plan shall
be paid coincident with the payment date of benefits under the Funded Plan or at
such other time or times as the Administrator in his discretion determines.

     Section 4.5.  Employee's Rights Unsecured. The benefits payable under this
Plan shall be unfunded. Consequently, no assets shall be segregated for purposes
of this Plan and placed beyond the reach of the Company's general creditors. The
right of any Employee to receive benefits under the provisions

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of the Plan shall be an unsecured claim against the general assets of the
Company.

                                   ARTICLE 5

                               Change in Control

     Section 5.1.  Change In Control. Notwithstanding anything to the contrary
in this Plan, in the event of a change in control of the Company, as hereinafter
defined, each Employee, including retired Employees, shall be entitled to a
benefit hereunder without regard to his or her age or Years of Service at the
time of such change in control. Upon the occurrence of a change in control of
the Company, the benefit of each Employee shall be payable in a lump sum within
30 days of such change in control equal in amount to the then present value of a
benefit expressed in the form provided in Section 4.1 hereof, commencing on the
later of (i) the date of such change in control and (ii) the date the Employee
would be eligible for a benefit under the Funded Plan, and based upon such
Employee's Average Monthly Compensation and Years of Participation as of the
date of such change in control. A "change in control of the Company" shall have
the meaning set forth in the Xerox Corporation Retirement Income Guarantee Plan,
as may be amended or restated from time to time.

     Section 5.2.  Termination of Employment Following Change in Control. Upon
the termination of employment of a Employee following a change in control of the
Company, such Employee, if he or she has otherwise satisfied the requirements of
the Funded Plan for a benefit, shall be entitled to a benefit equal to the
benefit to which he or she would have been entitled without application of
Section 5.1, reduced (but not below zero) to reflect the value of the benefit he
or she received pursuant to Section 5.1.

     Section 5.3.  Calculation of Present Value. For purposes of Section 5.1
hereof, the present value of a benefit shall be calculated based upon the
interest rate which would be used by the Pension Benefit Guaranty Corporation
for purposes of determining lump sums for benefits payable as immediate
annuities with respect to plans terminating on the date on which the change in
control of the Company occurs and the 1983 GAM mortality table, provided,
however, that effective upon the date that the applicable interest rate as
specified in Section 417(e)(3)(A) of the Code is adopted for use in the Funded
Plan, the present value hereunder shall thereafter be determined under such
applicable interest rate and the applicable mortality table as defined in
Section 417(e)(3)(A)(ii)(l) of the Code. For purposes of the Funded Plan, each
Employee shall be treated as if they terminated employment upon the change in
control and had their benefits determined as if they were to begin receiving
benefits on the commencement date used in developing the present value of the
benefit in Section 5.1.

                                   ARTICLE 6

                                Administration

     Section 6.1.  Duties of Administrator. The Plan shall be administered by
the Administrator in accordance with its terms and purposes. The Administrator
shall determine the amount and manner of payment of the benefits due to or on
behalf of each Employee from the Plan and shall cause them to be paid by the
Company accordingly.

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     Section 6.2.  Finality of Decisions. The decisions made by and the actions
taken by the Administrator in the administration of the Plan shall be final and
conclusive on all persons, and the Administrator shall not be subject to
individual liability with respect to the Plan.

                                   ARTICLE 7

                           Amendment and Termination

     Section 7.1.  Amendment and Termination. It is the intention of the Company
to continue the Plan indefinitely. The Company expressly reserves the right to
amend the Plan at any time and in any particular manner, provided that any such
amendment shall be made in accordance with ERISA. Such amendments, other than
amendments relating to termination of the Plan or relating to benefit levels
under Section 4.1 of the Plan, may be effected by (i) the Board of Directors,
(ii) a duly constituted committee of the Board of Directors, or (iii) the Vice
President of the Company responsible for human resources or a representative
thereof. In the event such office is vacant at the time the amendment is to be
made, the Chief Executive Officer of the Company shall approve such amendment or
appoint a representative. Amendments relating to termination of the Plan or
relating to benefit levels under Section 4.1 of the Plan shall be effected
pursuant to a resolution duly adopted by the Board of Directors of the Company,
or a duly constituted committee of the Board of Directors of the Company, in
accordance with the Business Corporation Law of the State of New York.

     Any amendment, alteration, modification or suspension under subsection
(iii) of the preceding paragraph shall be set forth in a written instrument
executed by any Vice President of the Company and by the Secretary or an
Assistant Secretary of the Company

     Section 7.2.  Contractual Obligation. Notwithstanding Section 7.1, the
Company hereby makes a contractual commitment to pay the benefits accrued under
the Plan to the extent it is financially capable of meeting such obligations.

                                   ARTICLE 8

                                 Miscellaneous

     Section 8.1.  No Employment Rights. Nothing contained in the Plan shall be
construed as a contract of employment between the Company and an Employee, or as
a right of any Employee to be continued in the employment of the Company, or as
a limitation of the right of the Company to discharge any of its Employees, with
or without cause.

     Section 8.2.  Assignment. The benefits payable under this Plan may not be
assigned or alienated except as may otherwise be required by law or pursuant to
the terms of a domestic relations order that has been approved by the Plan
Administrator.

     Section 8.3.  Law Applicable. This Plan shall be governed by the laws of
the State of New York.

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