Exhibit 10(i)(2)
                                                                    CONFIDENTIAL

                               XEROX CORPORATION
                              800 Long Ridge Road
                              Stamford, CT 06904

                                                                October 15, 2000

Dear             :

     Xerox Corporation (the "Company") considers it essential to the best
interests of its shareholders to foster the continuous employment of key
management personnel. In this connection, the Board of Directors of the Company
(the "Board") recognizes that, as is the case with many publicly held
corporations, the possibility of a Change in Control may exist and that such
possibility, and the uncertainty and questions which it may raise among
management, may result in the departure or distraction of management personnel
to the detriment of the Company and its shareholders.

     The Board has determined that appropriate steps should be taken to
reinforce and encourage the continued attention and dedication of members of the
Company's management, including yourself, to their assigned duties without
distraction in the face of potentially disturbing circumstances arising from the
possibility of a Change in Control of the Company, although no such change is
now contemplated.

     In order to induce you to remain in the employ of the Company and in
consideration of your agreement set forth in Section 2(ii) hereof, the Company
agrees that you shall receive the severance benefits set forth in this letter
agreement in the event your employment with the Company is terminated subsequent
to a "Change in Control of the Company" (as defined in Section 2 hereof) under
the circumstances described below.

     1.   Term of Agreement. This Agreement shall commence on October 15, 2000
and shall continue in effect through December 31, 2001; provided, however, that
commencing on January 1, 2002, and each January 1 thereafter, the term of this
Agreement shall automatically be extended for one additional year unless not
later than September 30 of the preceding year, the Company shall have given
notice that it does not wish to extend this Agreement (provided that no such
notice may be given during the pendency of a potential Change in Control of the
Company, as defined in Section 2); provided, further, that notwithstanding any
such notice by the Company not to extend, if a Change in Control of the Company,
as defined in Section 2 hereof, shall have occurred while this Agreement is in
effect, this Agreement shall continue in effect until the last day of the 24th
month following the month in which occurs such Change in Control of the Company.

     2.   Change in Control.



         (i)   No benefits shall be payable hereunder unless there shall have
been a Change in Control of the Company, as set forth below, and your employment
by the Company shall thereafter have been terminated in accordance with Section
3 below. For purposes of this Agreement, 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 the date hereof 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
the date hereof 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% or 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 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..

         (ii)  For purposes of this Agreement, a "Potential Change in Control of
the Company" shall be deemed to have occurred if (A) the Company enters into an
agreement, the consummation of which would result in the occurrence of a Change
in Control of the Company, (B) any person (including the Company) publicly
announces an intention to take or to consider taking actions which if
consummated would constitute a Change in Control of the Company; (C) any person,
other than a trustee or other fiduciary holding securities under an employee
benefit plan of the Company (or a company owned, directly or



indirectly, by the shareholders of the Company in substantially the same
proportions as their ownership of stock of the Company), 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 10% or more of the
combined voting power of the Company's then outstanding securities; or (D) the
Board of Directors adopts a resolution to the effect that a Potential Change in
Control of the Company for purposes of this Agreement has occurred. You agree
that, subject to the terms and conditions of this Agreement, in the event of a
Potential Change in Control of the Company, you will remain in the employ of the
Company until the earliest of (i) the expiration of nine (9) months from the
occurrence of such Potential Change in Control of the Company, (ii) the
termination by you of your employment by reason of Disability, or (iii) the date
on which you first become entitled under this Agreement to receive the benefits
provided in Section 4(iii) below. For purposes of this Agreement, "Disability"
shall mean a physical or mental incapacity which is incurred subsequent to a
Potential Change in Control of the Company which would allow you to receive
benefits under the Company's Long-Term Disability Income Plan (or any substitute
plans adopted prior to a Change in Control of the Company).

     3.   Termination Following Change in Control. If any of the events
described in Section 2 hereof constituting a Change in Control of the Company
shall have occurred, you shall be entitled to the benefits provided in Section 4
hereof upon the subsequent termination of your employment during the term of
this Agreement unless such termination is (A) because of your death, (B) by the
Company for Cause or Disability or (C) by you other than for Good Reason. For
purposes of this Agreement, your employment shall be deemed to have been
terminated following a Change in Control by the Company without Cause or by you
with Good Reason, if (i) your employment is terminated by the Company without
Cause prior to a Change in Control (whether or not a Change in Control ever
occurs) and such termination was at the request or direction of a person who has
entered into an agreement with the Company the consummation of which would
constitute a Change in Control, (ii) you terminate your employment for Good
Reason prior to a Change in Control (whether or not a Change in Control ever
occurs) and the circumstance or event which constitutes Good Reason occurs at
the request or direction of such person, or (iii) your employment is terminated
by the Company without Cause prior to a Change in Control (whether or not a
Change in Control ever occurs) and you reasonably demonstrate that such
termination was otherwise in connection with or in anticipation of a Change in
Control.

          (i)  Disability. If, as a result of your incapacity due to physical or
mental illness, you shall have been receiving payments under the Company's
Long-Term Disability Income Plan, or any substitute plans adopted prior to the
Change in Control, for a period of twelve (12) consecutive months, and within
thirty (30) days after written notice of termination is given you shall not have
returned to the full-time performance of your duties, the Company may terminate
your employment for "Disability".

          (ii) Cause. Termination by the Company of your employment for "Cause"
shall mean termination upon (A) the willful and continued failure by you to
substantially perform your duties with the Company (other than any such failure
resulting from your incapacity due to physical or mental illness or any such
actual or anticipated failure after the issuance of a Notice of Termination by
you for Good Reason), after a written demand for substantial performance is
delivered to you by the Board which specifically identifies



the manner in which the Board believes that you have not substantially performed
your duties, (B) the willful engaging by you in conduct which is demonstrably
and materially injurious to the Company, monetarily or otherwise, or (C) the
conviction of any crime (whether or not involving the Company) which constitutes
a felony. For purposes of this Subsection, no act, or failure to act, on your
part shall be considered "willful" unless done, or omitted to be done, by you
not in good faith and without reasonable belief that your action or omission was
in the best interest of the Company. Notwithstanding the foregoing, you shall
not be deemed to have been terminated for Cause unless and until there shall
have been delivered to you a copy of a resolution duly adopted by the
affirmative vote of not less than three-quarters of the entire membership of the
Board at a meeting of the Board called and held for the purpose (after
reasonable notice to you and an opportunity for you, together with your counsel,
to be heard before the Board), finding that in the good faith opinion of the
Board you were guilty of conduct set forth above in clauses (A), (B) or (C) of
the first sentence of this Subsection and specifying the particulars thereof in
detail.

         (iii)  Good Reason. You shall be entitled to terminate your employment
for Good Reason. For purposes of this Agreement, "Good Reason" shall mean,
without your express written consent, the occurrence after a Change in Control
of the Company and during the term of this Agreement of any of the following
circumstances:

                A.  the assignment to you of any duties inconsistent with your
status as a senior executive of the Company or a substantial adverse alteration
in the nature or status of your responsibilities from those in effect
immediately prior to a Change in Control of the Company (including, without
limitation, if you are an executive officer of the Company prior to a Change in
Control, ceasing to be an executive officer of a public company);

                B.  (i) a reduction in your annual base salary and/or annual
target bonus as in effect on the date hereof or as the same may be increased
from time to time, (ii) a failure by the Company to increase your annual base
salary following a Change in Control of the Company at such periodic intervals
consistent with the Company's practice prior thereto by at least a percentage
equal to the average of the percentage increases in your base salary for the
three merit pay periods immediately preceding such Change in Control or (iii)
the failure to increase your salary as the same may be increased from time to
time for similarly situated senior executives, except that this subparagraph (B)
shall not apply to across-the-board salary reductions similarly affecting all
executives of the Company and all executives of any person in control of the
Company;

                C.  the Company's requiring you to be based anywhere other than
in the metropolitan area in which you were based immediately prior to the Change
in Control, except for required travel on the Company's business to an extent
substantially consistent with your present business travel obligations;

                D.  the failure by the Company to continue in effect any
compensation plan in which you participate immediately prior to the Change in
Control of the Company, including but not limited to the Company's Unfunded
Supplemental Retirement Plan, Unfunded Retirement Income Guarantee Plan, the
1976 Executive Long-Term Incentive Plan and 1991 Long-Term Incentive Plan or any
substitute plans adopted prior to such Change in Control (except to the extent
such plans terminate in accordance with their respective terms),



unless an equitable arrangement (embodied in an ongoing substitute or
alternative plan) has been made with respect to such plan in connection with the
Change in Control of the Company, or the failure by the Company to continue your
participation therein (or in such substitute or alternative plan) on a basis not
materially less favorable, both in terms of the amount of benefits provided and
the level of your participation relative to other participants, than existed at
the time of the Change in Control of the Company;

                E.  the failure by the Company to continue to provide you with
benefits substantially similar to those enjoyed by you under any of the
Company's pension, retirement, life insurance, medical, health and accident, or
disability plans in which you were participating at the time of a Change in
Control of the Company, the taking of any action by the Company which would
directly or indirectly materially reduce any of such benefits or deprive you of
any material fringe benefit enjoyed by you at the time of the Change in Control
of the Company, or the failure by the Company to provide you with the number of
paid vacation days to which you are entitled on the basis of years of service
with the Company in accordance with the Company's normal vacation policy in
effect at the time of the Change in Control;

                F.  the failure of the Company to obtain a satisfactory
agreement from any successor to assume and agree to perform this Agreement,
as contemplated in Section 5 hereof; or

                G.  any purported termination of your employment which is not
effected pursuant to a Notice of Termination satisfying the requirements of
Subsection (iv) below (and, if applicable, Subsection (ii) above); and for
purposes of this Agreement, no such purported termination shall be effective.

         Your right to terminate your employment pursuant to this Subsection
shall not be affected by your incapacity due to physical or mental illness. Your
continued employment shall not constitute consent to, or a waiver of rights with
respect to, any circumstance constituting Good Reason hereunder.

         (iv)  Notice of Termination. Any purported termination by the Company
or by you shall be communicated by written Notice of Termination to the other
party hereto in accordance with Section 6 hereof. For purposes of this
Agreement, a "Notice of Termination" shall mean a notice which shall indicate
the specific termination provision in this Agreement relied upon and shall set
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of your employment under the provision so indicated.

         (v)   Date of Termination, Etc. "Date of Termination" shall mean (A) if
your employment is terminated for Disability, thirty (30) days after Notice of
Termination is given (provided that you shall not have returned to the
performance of your duties on a full-time basis during such thirty (30) day
period), and (B) if your employment is otherwise terminated pursuant to
Subsection (ii) or (iii) above or for any other reason, the date specified in
the Notice of Termination (which, in the case of a termination pursuant to
Subsection (ii) above shall not be less than thirty (30) days, and in the case
of a termination pursuant to Subsection (iii) above shall not be less than
fifteen (15) days nor more than sixty (60) days, respectively, from the date
such Notice of Termination is given); provided that, if within thirty (30) days
after any Notice of Termination is given the party receiving such Notice of
Termination notifies the other party that a dispute exists



concerning the termination, the Date of Termination shall be the date on which
the dispute is finally determined, either by mutual written agreement of the
parties, by a binding arbitration award, or by a final judgment, order or decree
of court of competent jurisdiction (the time for appeal therefrom having expired
and no appeal having been perfected); and provided, further, that the Date of
Termination shall be extended by a notice of dispute only if such notice is
given in good faith and the party giving such notice pursues the resolution of
such dispute with reasonable diligence. Notwithstanding the pendency of any such
dispute, the Company will continue to pay you your full compensation in effect
when the notice giving rise to the dispute was given (including, but not limited
to, base salary) and continue you as a participant in all compensation, benefit
and insurance plans in which you were participating when the notice giving rise
to the dispute was given, until the dispute is finally resolved in accordance
with this Section. Amounts paid under this Subsection (v) are in addition to all
other amounts due under this Agreement and shall not be offset against or reduce
any other amounts due under this Agreement and shall not be reduced by any
compensation earned by you as the result of employment by another employer.

     4.   Compensation Upon Termination or During Incapacity. Following a Change
in Control of the Company, you shall be entitled to the following benefits
during a period of incapacity, or upon termination of your employment, as the
case may be, provided that such period or termination occurs during the term of
this Agreement:

          (i)   During any period that you fail to perform your duties as a
result of incapacity due to physical or mental illness, you shall continue to
receive your full base salary at the rate then in effect, your bonus and all
compensation, including under the 1991 Long-Term Incentive Plan, paid during the
period until this Agreement is terminated pursuant to Section 3(i) hereof. Your
benefits shall thereafter be determined in accordance with the Company's welfare
benefit programs then in effect, and the Company's Retirement Income Guarantee
Plan, Unfunded Retirement Income Guarantee Plan and Unfunded Supplemental
Retirement Plan (the "Pension Plans") and Profit Sharing Retirement and Savings
Plan (the "Profit Sharing Plan").

          (ii)  If your employment shall be terminated by the Company (a) for
Cause or Disability or (b) by you other than for Good Reason, the Company shall
pay you your full base salary through the Date of Termination at the rate in
effect at the time Notice of Termination is given plus all other amounts to
which you are entitled under any compensation plan of the Company at the time
such payments are due, and the Company shall have no further obligations to you
under this Agreement.

          (iii) If your employment by the Company shall be terminated (a) by the
Company other than for Cause or Disability or (b) by you for Good Reason, then
you shall be entitled to the benefits provided below:

                A.  The Company shall pay you your full base salary through the
Date of Termination at the rate in effect at the time Notice of Termination is
given plus all other amounts to which you are entitled under any compensation
plan of the Company, at the time such payments are due;

                B.  In lieu of any further salary payments to you for periods
subsequent to the Date of Termination, the Company shall pay as severance pay to
you, not later than the fifth day following the Date of Termination, a lump sum
severance payment (the "Severance Payment") equal to [three] [two]



[(3)] [2] times the sum of (i) the greater of (1) your annual rate of base
salary in effect on the date Notice of Termination is given and (2) your annual
rate of base salary in effect immediately prior to the Change in Control of the
Company and (ii) the greater of (1) the annual target bonus applicable to you
for the year in which Notice of Termination is given and (2) the annual target
bonus applicable to you for the year in which the Change in Control of the
Company occurs.

                C.  In addition to all other amounts payable to you under this
Subsection 4(iii), you shall be entitled to receive all benefits payable under
the Pension Plans, the Profit Sharing Plan and any other plan or agreement
relating to retirement benefits or to compensation previously earned and not yet
paid, in accordance with the respective terms of such plans or agreements.

                D.  For the [36][24]-month period immediately following the Date
of Termination, the Company shall arrange to provide you and your dependents
life, disability, accident and health insurance benefits substantially similar
to those provided to you and your dependents immediately prior to the Date of
Termination or, if more favorable to you, those provided to you and your
dependents immediately prior to the occurrence of a Change in Control, at no
greater cost to you than the cost to you immediately prior to such date or
occurrence. Benefits otherwise receivable by you pursuant to this Section
4(iii)(D) shall be reduced to the extent benefits of the same type are received
by or made available at no greater cost to you by a subsequent employer during
the [36][24]-month period following the Date of Termination (and any such
benefits received by or made available to you shall be reported by you to the
Company).

         (iv)  You shall not be required to mitigate the amount of any payment
provided for in this Section 4 by seeking other employment or otherwise, nor
shall the amount of any payment or benefit provided for in this Section 4 be
reduced by any compensation earned by you as the result of employment by another
employer or by retirement benefits after the Date of Termination, or otherwise
(other than under Subsection (iii)(D) of this Section 4..

         Notwithstanding the foregoing, if you become entitled to the Severance
Payment, you shall not be entitled to receive severance pay under any severance
pay plan, policy or arrangement maintained by the Company or any of its
subsidiaries. If the Company is obligated by law or by contract to pay severance
pay, a termination indemnity, notice pay, or the like, or if the Company is
obligated by law or by contract to provide advance notice of separation ("Notice
Period"), then the Severance Payment shall be reduced, but not below zero, by
the amount of any such severance pay, termination indemnity, notice pay or the
like, as applicable, and by the amount of any compensation received by you
during any Notice Period.

         (v)   (A) Whether or not you become entitled to the Severance Payments,
if any of the payments or benefits received or to be received by you in
connection with a Change in Control or your termination of employment (whether
pursuant to the terms of this Agreement or any other plan, arrangement or
agreement with the Company, any person whose actions result in a Change in
Control or any person affiliated with the Company or such person) (all such
payments and benefits, excluding the Gross-Up Payment, being hereinafter
referred to as the "Total Payments") will be subject to the excise tax (the
"Excise Tax") imposed under section 4999 of the Internal



Revenue Code of 1986, as amended (the "Code"), the Company shall pay to you an
additional amount (the "Gross-Up Payment"), not later than the later of (1) the
fifth day following the Date of Termination and (2) the tenth day following the
date of initial determination of the amount of the Gross-Up Payment (as set
forth in subparagraph (B) below), such that the net amount retained by you,
after deduction of required withholding taxes (required to be withheld at the
time of payment of the Gross-Up Payment) plus any amounts payable with your
personal federal, state and local income tax returns for any Excise Tax on the
Total Payments and any federal, state and local income and employment taxes and
Excise Tax upon the Gross-Up Payment, shall be equal to the Total Payments.

              (B)   An initial determination of the amount of the Gross-Up
Payment (if any) shall be made by Tax Counsel (as hereinafter defined) not later
than ten days following the Date of Termination. For purposes of determining
whether any of the Total Payments will be subject to the Excise Tax and the
amount of such Excise Tax, (i) all of the Total Payments shall be treated as
"parachute payments" (within the meaning of section 280G(b)(2) of the Code)
unless, in the opinion of tax counsel ("Tax Counsel") reasonably acceptable to
you and the Company and selected by the accounting firm which was, immediately
prior to the Change in Control, the Company's independent auditor (the
"Auditor"), such payments or benefits (in whole or in part) do not constitute
parachute payments, including by reason of section 280G(b)(4)(A) of the Code,
(ii) all "excess parachute payments" within the meaning of section 280G(b)(1) of
the Code shall be treated as subject to the Excise Tax unless, in the opinion of
Tax Counsel, such excess parachute payments (in whole or in part) represent
reasonable compensation for services actually rendered (within the meaning of
section 280G(b)(4)(B) of the Code) in excess of the base amount allocable to
such reasonable compensation, or are otherwise not subject to the Excise Tax,
and (iii) the value of any noncash benefits or any deferred payment or benefit
shall be determined by the Auditor in accordance with the principles of sections
280G(d)(3) and (4) of the Code. For purposes of determining the amount of the
Gross-Up Payment, you shall be deemed to pay federal income tax (taking into
account your filing status for the year(s) the Gross-Up Payment(s) are made) at
the highest marginal rate of federal income taxation in the calendar year(s) in
which the Gross-Up Payment(s) are to be made and state and local income taxes at
the highest marginal rate of taxation in the state and locality of your
residence on the Date of Termination (or if there is no Date of Termination,
then the date on which the Gross-Up Payment is calculated for purposes of this
Section 4(v)), net of the maximum reduction in federal income taxes which could
be obtained from deduction of such state and local taxes.

              (C)   In the event that the Excise Tax is finally determined by
the Internal Revenue Service to be less than the amount taken into account
hereunder in calculating the Gross-Up Payment, you shall repay to the Company,
within five business days following the time that the amount of such reduction
in the Excise Tax is finally determined, the portion of the Gross- Up Payment
attributable to such reduction (plus that portion of the Gross-Up Payment
attributable to the Excise Tax and federal, state and local income and
employment taxes imposed on the Gross-Up Payment being repaid by you), to the
extent that such repayment results in a reduction in the Excise Tax and a
dollar-for-dollar reduction in your taxable income and wages for purposes of
federal, state and local income and employment taxes, plus interest on the
amount of such repayment at 120% of the rate provided in section 1274(b)(2)(B)
of the Code. In the event that the Excise Tax is finally determined by the
Internal Revenue Service to exceed the amount taken into



account hereunder in calculating the Gross-Up Payment (including by reason of
any payment the existence or amount of which cannot be determined at the time of
the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in
respect of such excess (plus any interest, penalties or additions payable by you
with respect to such excess) within five business days following the time that
the amount of such excess is finally determined. The Company and you shall each
cooperate with the other in connection with any administrative or judicial
proceedings concerning the existence or amount of liability for Excise Tax with
respect to the Total Payments. For purposes of the foregoing sentence,
cooperation shall include (but not be limited to) providing to the Company
and/or Tax Counsel copies of your Forms W-2 issued by the Company, together with
your federal, state and local income tax returns, for the five calendar years
immediately preceding the calendar year in which the Change in Control occurs
(excluding any such year, if at no point during such year were you employed by
the Company),

          (vi)  The Company also shall pay to you all legal fees and expenses
incurred by you with respect to the initial determination by Tax Counsel (as set
forth in subsection 4(v)(B) above) of the amount of the Gross-Up Payment (if
any), as well as in disputing in good faith any issue hereunder relating to the
termination of your employment, in seeking in good faith to obtain or enforce
any benefit or right provided by this Agreement or in connection with any tax
audit or proceeding to the extent attributable to the application of section
4999 of the Code to any payment or benefit provided hereunder. Such payments
shall be made within five business days after delivery of your written request
for payment accompanied with such evidence of fees and expenses incurred as the
Company reasonably may require.

     5.   Successors; Binding Agreement. (i) The Company will require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform it
if no succession had taken place. Failure of the Company to obtain such
assumption and agreement prior to the effectiveness of any such succession shall
be a breach of this Agreement and shall entitle you to compensation from the
Company in the same amount and on the same terms as you would be entitled
hereunder if you terminated your employment for Good Reason following a Change
in Control of the Company, except that for purposes of implementing the
foregoing, the date on which any such succession becomes effective shall be
deemed the Date of Termination. As used in this Agreement, "Company" shall mean
the Company as hereinbefore defined and any successor to its business and/or
assets as aforesaid which assumes and agrees to perform this Agreement by
operation of law or otherwise.

          (ii)  This Agreement shall inure to the benefit of and be enforceable
by your personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If you should die while
any amount would still be payable to you hereunder if you had continued to live,
all such amounts, unless otherwise provided herein, shall be paid in accordance
with the terms of this Agreement to your devisee, legatee or other designee or
if no such designee, to your estate.

     6.   Notice. For the purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, addressed to



the respective addresses set forth on the first page of this Agreement, provided
that all notices to the Company shall be directed to the attention of the Board
with a copy to the Secretary of the Company, or to such other address as either
party may have furnished to the other in writing in accordance herewith, except
that notice of change of address shall be effective only upon receipt.

     7.   Miscellaneous. No provision of this Agreement may be modified, waived
or discharged unless such waiver, modification or discharge is agreed to in
writing and signed by you and such officer as may be specifically designated by
the Board. No waiver by either party hereto at any time of any breach by the
other party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time. No agreements or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either
party which are not expressly set forth in this Agreement. The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the State of New York without regard to its conflicts of law
principles. All references to sections of the Exchange Act or the Code shall be
deemed also to refer to any successor provisions to such sections. Any payments
provided for hereunder shall be paid net of any applicable withholding required
under federal, state or local law. The obligations of the Company under Section
4 shall survive the expiration of the term of this Agreement. This Agreement
shall not be construed as creating an express or implied contract of employment
and, except as otherwise agreed in writing between you and the Company, you
shall not have any right to be retained in the employ of the Company.

     8.   Validity. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.

     9.   Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.

     10.  Entire Agreement. This Agreement sets forth the entire agreement of
the parties hereto in respect of the subject matter contained herein and during
the term of the Agreement supersedes the provisions of all prior agreements,
promises, covenants, arrangements, communications, representations or
warranties, whether oral or written, by any officer, employee or representative
of any party hereto with respect to the subject matter hereof (including,
without limitation, the Severance Agreement previously entered into between you
and the Company as thereafter amended and/or extended).

     11.  Effective Date. This Agreement shall become effective as of the date
set forth above. If this letter correctly sets forth our agreement on the
subject matter hereof, kindly sign and return to the Company the enclosed copy
of this letter which will then constitute our agreement on this subject.

                                        Sincerely,

                                        XEROX CORPORATION



                                        By
                                          Name:
                                          Title:

Agreed to as of the day
of October 15, 2000