XEROX CORP
REGISTRANTS DEFERRED COMPENSATION PLAN FOR EXEC
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<TYPE>EX-10.(L)
<SEQUENCE>13
<FILENAME>dex10l.txt
<DESCRIPTION>REGISTRANTS DEFERRED COMPENSATION PLAN FOR EXEC
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                                                                   Exhibit 10(l)

                                                  (As amended through 10/9/00)

                               XEROX CORPORATION
                  DEFERRED COMPENSATION PLAN FOR EXECUTIVES
           (Formerly 1989 Deferred Compensation Plan For Executives)

                        1997 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 Participating Subsidiary

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otherwise payable to the Participant in the form of cash. Any amount deferred is
credited to the  Participant's  Accounts  on the date such  amount is  otherwise
payable.

     To adjust for the reduced contribution otherwise payable in cash, if
applicable, to a Participant's account under the Xerox Corporation Profit
Sharing and Savings Plan (the 'Profit Sharing Plan') because of the deferral of
compensation under the Plan at the time of each annual employer contribution to
the Participant's account under the Profit Sharing Plan, the deferred
compensation account of each active Participant shall be credited with an
additional hypothetical amount equal to the product of (a) the amount of
deferred compensation under the Plan which would have been included in the
calculation of such profit sharing contribution if such compensation had not
been deferred (b) by the contribution percentage payable in cash under the
Profit Sharing Plan for the relevant calendar year.

     Section 5. Time of Election of Deferral. An election to defer compensation
must be made by a Participant prior to the year in which the Participant would
otherwise have an unrestricted right to such compensation. When an employee
first becomes eligible to participate in the Plan, he or she may elect to defer
any compensation to which he or she has yet to have an unrestricted right to
payment. An election to totally terminate future deferrals may be made at any
time prior to the relevant payment date.

     Section 6. Hypothetical Investment. Deferred compensation is assumed to be
invested, without charge, in (a) the Balanced Fund, Income Fund, U. S. Stock
Fund, International Stock Fund, Small Company Stock Fund or Xerox Stock Fund (or
the successors thereto) established from time to time under the Profit Sharing
Plan, (b) a fund with a variable fixed rate of return based upon the prime or
base rate charged by one or more banks ("Prime Rate Investment") and (c) such
other fixed income return investments ("Fixed Return Investment"), all as shall
be made available from time by the Administrator in his or her administrative
discretion ("Investments"), as elected by the Participant.

     It is anticipated that the Administrator will substitute the Prime Rate
Investment for the Income Fund effective January 1, 1998. Amounts deferred prior
to January 1, 1998 shall have a rate of return at the Income Fund or the Prime
Rate Investment as elected by Participants on forms provided by the
Administrator in connection with the implementation of the Prime Investment
Rate.

     Elections to make hypothetical investments in any one or more of the
Investments shall be subject to administrative rules adopted by the
Administrator from time to time.

     No shares of Xerox stock will ever actually be issued to a Participant
under the Plan.

     Section 7. Value of Deferred Compensation Accounts and Installment
Payments. The value of each Participant's Accounts shall reflect all amounts
deferred, gains, losses and rates of return from the Investments, and shall be
determined at the close of business on each day on which securities are traded
on the New York Stock Exchange. Hypothetical investments in the Profit Sharing
Plan shall be valued on each business day based upon the value of such
hypothetical investment as determined under such Plan on the valuation date
under such Plan coincident with or last preceding such business day. The

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value of Investments  not made under the Profit Sharing Plan shall be determined
from such available  source or sources as the  Administrator  in his or her sole
discretion shall from time to time determine.  The date as of which  investments
are valued  pursuant  to the  foregoing  sentences  are  referred to herein as a
Valuation Date.

     Section 8. Manner of Electing Deferral. A Participant may elect to defer
compensation by giving written notice to the Administrator on a form provided by
the Company, which notice shall include (1) the percentage to be deferred; (2)
if more than one is offered under the Plan, the Investment applicable to the
amount deferred; and (3) the payment method that will apply to the deferred
compensation. A Participant may elect up to a maximum of four separate payment
methods during his or her participation in the Plan ("Accounts"). Such payment
methods once made may never be changed. Each election to defer compensation
under the Plan shall specify an Account from which payment will be made. The
Accounts available under the Plan shall be:

     Account 1 which shall be payable beginning the July 15 of a calendar year
that follows the calendar year of retirement by the number of years elected by
the Participant (0, 1, 2, 3, 4, or 5 years). The last payment shall be on the
July 15 of the year in which the Participant attains a certain age elected by
the Participant.

     Account 2 which shall be payable beginning the July 15 of a calendar year
that follows the calendar year of retirement by the number of years elected by
the Participant (0, 1, 2, 3, 4, or 5 years) and is payable on each subsequent
July 15 until the number of payments elected by the Participant have been made.

     Account 3 which shall be payable on the July 15 of a calendar year that
follows the calendar year of retirement by the number of years elected by the
Participant (0, 1, 2, 3, 4, or 5 years) and is payable as a single sum.

     Account 4 shall be available with respect to amounts deferred during 1998
and later years. This account is payable beginning on the July 15 of a specified
year whether before or after retirement. In addition to this payment date, the
Participant must elect the number of payments that are to commence on this date.
The payment(s) from this account can be as a single sum or payable in up to four
annual installments. Once Account 4 is established (an election is made to defer
and the payment date is defined), deferrals to Account 4 shall cease for any
calendar year in which a payment is scheduled to be made from this Account. The
full account balance shall be distributed by the end of the installment period.
Once the final payment is made from this Account, the Participant may elect to
create a new Account 4. The initial election or any subsequent election to use
this Account must be made by December 31 of the year preceding the calendar year
in which deferrals will be allocated to this Account. The first payment date
that can be elected is the July 15 of the calendar year that follows the
calendar year of election (calendar year containing the December 31 due date for
election) by three years.

     Not later than December 31, 1997, participants who are currently employed
by the Company may change their payment elections previously made under the Plan
which specified payment dates relating to termination, retirement, death, or
disability, by selecting payments pursuant to the methods described in Accounts
1 through 3 above. Such change shall be effected by the Participant filing with
the Administrator a change of election on a form or forms

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established  by the  Administrator  for  such  purpose.  Such  change  shall  be
effective  only with respect to payments in 1999 or later for  participants  who
are employed by Xerox as of December 31, 1998.

     The Administrator may adopt rules of general applicability for
administration of payments under the Plan which may be elected by participants,
including without limitation, fixing the maximum age selected for payments to
terminate and the maximum number of payments.

     Section 9.  Payment of Deferred Compensation.

     (a) No withdrawal may be made from the Participant's Account, except as
provided under this Section and Sections 10 and 11.

     (b) Payments from a Participant's Account are made in cash in accordance
with the elections made under Section 8 of the Plan based on the value of the
Participant's deferred compensation Accounts as of the Valuation Date
immediately preceding the date of payment.

     (c) Unless otherwise elected by a Participant with the written approval of
the Administrator, payments of deferred compensation shall be made pursuant to
the following formula: the amount of the first payment shall be a fraction of
the value of the Participant's deferred compensation account on the preceding
Valuation Date, the numerator of which is one and the denominator of which is
the total number of installments elected, and the amount of each subsequent
payment shall be a fraction of the value on the Valuation Date preceding each
subsequent payment date, the numerator of which is one and the denominator of
which is the total number of installments elected minus the number of
installments previously paid. Any other payment method selected with the written
approval of the Administrator must in all events provide for payments in
substantially equal installments.

     (d) Upon termination of employment, including termination resulting from
death, prior to retirement, the total value of the participants Accounts under
the Plan shall be paid to the Participant, or his or her estate, as the case may
be, as soon as administratively possible after his or her date of termination.

     (e) Upon the death of a Participant following retirement the total value of
the Participant's Accounts under the Plan shall be paid in accordance with a
one-time, irrevocable election made by such Participant as follows:

          1.  The total value shall be paid to the Participant's estate as
soon as administratively possible after the death of a Participant, or

          2. Payments shall continue under the election made by the Participant
to the Participant's surviving spouse until the surviving spouse's death. Any
remaining payments shall be paid as a single sum to the surviving spouse's
estate.

     (f) If a Participant dies after retirement without having made such
irrevocable election, the total value of his or her Accounts under the Plan
shall be paid in a single payment to the participant's estate as soon as
administratively possible after notice of his or her date of death has been
received by the Administrator.

     Section 10.  Acceleration of Payment.

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     (a)  For Hardship.  Upon  written approval from the Company's Chief
Executive Officer (the Company's Board of Directors, in the case of a request
from the Chief Executive Officer), a Participant may be permitted to receive all
or part of his accumulated benefits if, in the discretion of the Chief Executive
Officer (or the Board, if applicable), it is determined that an emergency event
beyond the Participant's control exists and which would cause such Participant
severe financial hardship if the payment of his benefits were not approved. Any
such distribution for hardship shall be limited to the amount needed to meet
such emergency. A Participant who makes a hardship withdrawal cannot reenter the
Plan for twelve months after the date of withdrawal.

     (b) Upon a Change in Control. Within 5 days following the occurrence of a
change in control of the Company (as hereinafter defined), each Participant
shall receive a lump sum payment equal to the value of his Account.

     For purposes hereof, a "change in control of the Company" shall be deemed
to have occurred if (A) any "person" (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")),
other than (1) the Company, (2) any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, (3) any company owned,
directly or indirectly, by the shareholders of the Company in substantially the
same proportions as their ownership of stock of the Company, or (4) any person
who becomes a "beneficial owner" (as defined below) in connection with a
transaction described in clause (1) of subparagraph (C) below, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company (not including in the securities
beneficially owned by such person any securities acquired directly from the
Company or its affiliates) representing 20% or more of the combined voting power
of the Company's then outstanding securities; (B) the following individuals
cease for any reason to constitute a majority of the directors then serving:
individuals who, on October 9, 2000 constitute the Board and any new director
(other than a director whose initial assumption of office is in connection with
an actual or threatened election contest, including but not limited to a consent
solicitation, relating to the election of directors of the Company) whose
appointment or election by the Board or nomination for election by the Company's
shareholders was approved or recommended by a vote of at least two-thirds of the
directors then still in office who were directors on October 9, 2000 or whose
appointment, election or nomination for election was previously so approved or
recommended; (C) there is consummated a merger or consolidation of the Company
or any direct or indirect subsidiary of the Company with any other corporation
other than (1) a merger or consolidation which results in the directors of the
Company immediately prior to such merger or consolidation continuing to
constitute at least a majority of the board of directors of the Company, the
surviving entity or any parent thereof or (2) a merger or consolidation effected
to implement a recapitalization of the Company (or similar transaction) in which
no person is or becomes the beneficial owner, directly or indirectly, of
securities of the Company (not including in the securities beneficially owned by
such person any securities acquired directly from the Company or its affiliates)
representing 20% of more of the combined voting power of the Company's then
outstanding securities; or (D) the shareholders of the Company approve a plan of
complete liquidation or dissolution of the Company or there is consummated an
agreement for the sale or disposition by the Company of all or substantially all
of the Company's assets, other than a sale or disposition

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by the Company of all or substantially all of the Company's assets to an entity,
at least 50% of the combined voting power of the voting  securities of which are
owned by stockholders of the Company in  substantially  the same  proportions as
their ownership of the Company immediately prior to such sale.

     Section 11. Other Penalized Withdrawals. Notwithstanding the provisions of
Sections 9 and 10, a Participant may be permitted to receive all or part of his
accumulated benefits at any time provided that (A) the Administrator approves
such distribution in his or her sole discretion, and (B) the Participant
forfeits a portion of his account balance equal to a percentage of the amount
distributed. The percentage reduction shall be the greater of (A) six percent,
or (B) a percentage equal to one-half of the prime interest rate, as determined
by the Administrator.

     Section 12. Time Of Investment. Amounts deferred under the Plan shall begin
to be credited with gains, losses and rates of return from Investments
commencing on the date credited to the Participant's Accounts.

     Section 13. Participant'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 Participant to receive future installments under the provisions of
the Plan shall be an unsecured claim against the general assets of the Company.

     Section 14. Statement of Account. Statements will be sent to each
Participant by February and August and more frequently if the Administrator so
determines as to the value of their deferred compensation accounts as of the end
of December and June, respectively.

     Section 15. Assignability. No right to receive payments hereunder shall be
transferable or assignable by a Participant, except by will or by the laws of
descent and distribution or except as provided under Section 9.

     Section 16. Business Days. In the event any date specified herein falls on
a Saturday, Sunday or legal holiday, such date shall be deemed to refer to the
next business day thereafter.

     Section 17. Administration. The Plan shall be administered by the Vice
President of the Company having responsibility for human resources (the
"Administrator"). The Administrator shall have the authority to adopt rules and
regulations for carrying out the plan, and interpret, construe and implement the
provisions of the Plan.

     Section 18. Amendment. The Company expressly reserves the right to amend
the Plan at any time and in any particular manner. Such amendments, other than
amendments relating to termination of the Plan or relating to Investments under
Section 6 of the Plan, may be effected by (i) the Board of Directors, (ii) a
duly constituted committee of the Board of Directors ("Committee"), 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 Investments under Section 6 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

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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.

     Upon termination the Administrator in his or her sole discretion may pay
out account balances to participants. No amendment, modification or termination
shall, without the consent of a Participant, adversely affect such Participant's
accruals in his/her Accounts.

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