Form of Separation Agreement (with Salary Continuance) – Xerox

	Sender153s Name
		Sender153s Title
		Operating Company
		Xerox Corporation
Date		Sender153s address
		email.address@xerox.com
		tel 000.000.0000
		fax 000.000.0000

First Name Last Name

Title

Street Address Line 1

Street Address Line 2

City, State ZIP

Dear Addressee:

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

Last day of active employment:

Salary Continuance Period:

Salary Continuance Amount:

Retirement [or Separation] Date:

Notwithstanding anything else contained in this letter, if you (or those
acting in concert with you) engage in Detrimental Activity as defined in the
attached Exhibit, the consequences set forth therein shall apply. This agreement
is subject to the approval of the Compensation Committee.

Summarized below are the relevant provisions of the plans and programs in
which you participate that apply to your long-term incentive awards, 401(k)
savings accounts, pension benefits, life insurance benefits and other benefits
arrangements.

[If retirement eligible]Assuming that you will have met the age and service
conditions of such plans and programs, you will be treated as a retiree for the
purposes thereof effective on your Retirement Date.

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 during your
Salary Continuance Period and retirement [or separation]. [You will not be
eligible for additional stock awards in 200X].

Deferred Compensation Plan [delete if not applicable]

Your deferred compensation accounts will be paid out according to the terms
of your prior elections.

401(k) Savings Account

Under relevant plan provisions, you have choices available regarding the
continued investment of your account balances and the time [if retiring add
this: and form] of distribution. As a result of IRS regulations, you will not be

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able to make deferrals into the 401(k) plan while on salary continuance. At
the end of your salary continuance period you will have the opportunity to elect
how and when the proceeds of your 401(k) will be distributed. Information on
these choices will be sent to you by the Benefits Center upon [retirement or
separation].

Employee Stock Ownership Plan (ESOP)

As an active employee, you can only take a distribution of ESOP in stock. At
separation, your ESOP account can be taken as cash, in stock, or rolled over to
the Xerox 401(k) savings plan or your IRA, or you may defer settlement with the
plan.

Pension Benefits (if eligible)

[If retirement eligible and a RIGP participant] 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). Your RIGP
benefits are projected to provide a lump-sum value of approximately [$X]. Please
keep in mind that this is only an estimate and that the actual benefits paid
will be per the terms of the plan.

[If SERP eligible] In addition to your vested RIGP benefit, you will be
eligible to receive a benefit under the Unfunded Retirement Income Guarantee
Plan (URIGP) and the Unfunded Supplemental Executive Retirement Plan (SERP).
Your retirement income benefits under URIGP and SERP are unreduced for
commencement at age 60 or later will be offset by your RIGP benefits. Payments
will commence at the end of [Month /Year]. As a result, your first payment will
equal 7 months worth of payments to include the first 6 months of your Salary
Continuance Period plus your [enter 7th month of payment] payment and will
reflect your survivor election. All payments will be made in monthly
installments on the last day of each month. [For non-US officers: The final SERP
amount you will receive will be reduced by certain amounts payable in the same
year by the Company or any subsidiary of the Company, as provided under SERP
including but not limited to any pension, retirement or post-retirement
corporate or statutory benefits that you may receive.] Your URIGP and SERP
benefit is estimated to be approximately [$X] per year (based on a 50% joint and
survivor annuity). Please keep in mind that this is only an estimate and does
not reflect taxes owed. The actual benefits will be paid per the plan153s terms.
These URIGP and SERP benefits are unfunded and not tax qualified. This means you
are an unsecured general creditor of the Company with respect to these benefits.

[If URIGP but not SERP eligible] In addition to your vested RIGP benefit,
depending on your age at retirement, you will be eligible to receive a benefit
under the Unfunded Retirement Income Guarantee Plan (URIGP). Your retirement
income benefits under URIGP will be offset by your RIGP benefits. Payments will
commence at the end of [Month /Year]. As a result, your first payment will equal
7 months worth of payments to include the first 6 months of your Salary
Continuance Period plus your [enter 7th month of payment] payment and will
reflect your survivor election. All payments will be made in monthly
installments on the last day of each month. Your URIGP benefit is estimated to
be approximately [$X] per year (based on a 50% joint and survivor annuity).
Please keep in mind that this is only an estimate and does not reflect taxes
owed. The actual benefits will be paid per the plan153s terms. These URIGP
benefits are unfunded and not tax qualified. This means you are an unsecured
general creditor of the Company with respect to these benefits.

[If not retirement eligible but a RIGP participant] At separation, you will
be eligible to receive vested pension benefits accrued under the Retirement
Income Guarantee Plan (RIGP). A calculation of your benefit will be completed
upon separation at which time you will have the opportunity to elect how and
when the proceeds will be distributed. In addition to your vested RIGP benefit,
you may be eligible to receive a benefit under the Unfunded Retirement Income
Guarantee Plan (URIGP). Your retirement income benefits under URIGP will be
offset by your RIGP benefits. Payments will commence after you reach age 55 or 6
months from the first of the month following your date of termination, if later.
All payments will be made in monthly installments on the last day of each month.
Your URIGP benefit is estimated to be approximately [$X] per year (based on a
50% joint and survivor annuity). Please keep in mind that this is only an
estimate and does not reflect taxes owed. The actual benefits will be paid per
the plan153s terms. These URIGP benefits are unfunded and not tax qualified. This
means you are an unsecured general creditor of the Company with respect to these
benefits.

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Medical Benefits

During the Salary Continuance Period, you will receive medical coverage. Such
eligibility will end on the last day of your Salary Continuance Period.

[If retirement eligible] As a retiree, you will receive medical coverage
under the Xerox Retiree Flex Health Plan or a successor plan, if any. As you get
closer to your retirement date, an information package will be sent to you from
the Xerox Benefits Center.

Disability Benefits

Eligibility for short- and long-term disability ends at the start of salary
continuance. If you are interested in conversion coverage under a Prudential
group plan, call Prudential (1-888-262-6873) and ask about The Prudential Group
Long-Term Disability Conversion Insurance Trust.

Bonus

You will be eligible to receive a cash bonus for [20XX] as determined by the
Compensation Committee in early [20XX] and payable in that year.

Life Insurance

[For former CLIP participants] You may continue in the Xerox Universal Life
Plan (XUL). Upon retirement, your death benefit will be equal to [$X]. The
Company will make contributions pursuant to the provisions of XUL until age 65
or July 2013, whichever is later.

[For other XUL participants] Upon retirement, you will receive correspondence
from MetLife explaining that you have the opportunity to continue coverage
approximately equal to your Xerox Universal Life Plan (XUL) coverage of [$X]. If
you choose to continue coverage, MetLife will bill you directly.

Other Arrangements

You will relinquish your position as an Officer of Xerox Corporation and as a
director and officer of any subsidiary company as soon as administratively
feasible after your active employment ends. At the appropriate time, a
representative of Xerox Corporation will contact you regarding your resignation
as a Corporate Officer.

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 planning assistance will be continued through the tax
year in which your active employment ends.

You will also be eligible for your physical under the Executive Physical
Program through the calendar in which your active employment ends.

For the Xerox sponsored employee benefit plans summarized in this letter,
if there is a discrepancy between this letter and the official plan documents,
the terms of the plan documents govern.

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

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Company, XL Specialty Insurance Company, St. Paul Mercury Insurance Company,
Twin City Fire Insurance Company, U.S. Specialty Insurance Company, Arch
Specialty Insurance Company, ACE American Insurance Company, Allied World
Assurance Company and Axis Reinsurance, or any replacement or substitute thereof
or any addition thereto.

Release

The salary continuance payments, or any other consideration provided for in
this letter, shall not become effective unless you execute and deliver to the
Company the release in the form attached immediately prior to the scheduled
commencement thereof. Any amount otherwise scheduled to be paid on any date
shall not be paid, and shall be forfeited, unless the release has been delivered
to the Company by such date.

Cooperation in Litigation

You will cooperate fully, without additional compensation, 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 Company153s
counsel in any such litigation, promptly notifying the Company153s General Counsel
if you are subpoenaed or requested by a third party to testify or to be
interviewed in connection with any such litigation or legal preceding, and
testifying in such litigation.

Heirs, Successors or Assigns

This agreement and any rights, responsibilities and obligations hereunder
shall be binding upon any heirs, successors or assigns. This agreement shall not
be assigned without prior written notice to and consent of the other party to
this agreement.

Sincerely,

[Manager153s Name]

[ ]/cd

AGREED AND ACCEPTED

Employee Name

Date

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Name:

Employee #:

SSN:

GENERAL RELEASE

1.

In consideration of Xerox Corporation153s (“Xerox”) agreement to provide me with weeks of salary continuance, if any, and other valuable consideration, [including but not limited to [describe the consideration provided here]] as set forth in the letter agreement dated [provide date here] I, , release Xerox from all the claims described in this Release. For purposes of this Release, “Xerox” includes its employees, directors, officers, agents, stockholders, subsidiaries, affiliates, successors, assigns, and the Xerox employee benefit plans in which I either am now or have been a participant, and the trustees, administrators, successors, agents and assigns of those plans.

2.	I release Xerox from any and all claims, even if I don153t know about the claim at this time, based on anything that has occurred prior to the date I sign this Release. For example, I release Xerox from any claims based on all laws, such as the following (all laws as currently amended):

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Age Discrimination and Employment Act of 1967 (ADEA)

Older Workers153 Benefits Protection Act of 1990 (OWBPA)

Title VII of the Civil Rights Act of 1964

Civil Rights Acts of 1866, 1870, 1871 and 1991

Americans with Disabilities Act of 1990

Rehabilitation Act of 1973

Family and Medical Leave Act of 1993

Equal Pay Act of 1963

Fair Labor Standards Act of 1938

Employee Retirement Income Security Act of 1974

Worker Adjustment and Retraining Notification Act of 1989

Uniformed Services Reemployment Rights Act of 1994

Vietnam Era Veteran153s Readjustment Assistance Act of 1974

I also release Xerox from claims based on the laws of the state(s) where I am
employed and reside, such as state fair employment practice laws or any other
law, whether federal, state or local, concerning employment. I release Xerox
from claims based on discrimination in employment such as claims arising out of
the offer of employment to me by Xerox, the hiring of me by Xerox, any
employment contract between Xerox and me, any promises made by Xerox regarding
future employment, or based on the termination of my employment. Finally, I also
release Xerox from claims under state contract or tort law, and from all claims
for punitive or compensatory damages, costs or attorney153s fees.

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

4.	I understand and agree that this Release and Xerox153s agreement to provide consideration to me should not be construed, in any way, as an admission by Xerox of any wrongdoing or liability to me.

5.

I understand that nothing set forth in this Release limits my right to file, or prevents me from filing, a charge or complaint with the EEOC or any comparable state agency, nor does anything in this Release limit my right to participate in an investigation or proceeding conducted by the EEOC or any comparable state agency.

6.	I understand that nothing in this Release limits my right to challenge this Release as not being knowing and voluntary under the ADEA or the OWBPA if I feel this Release does not comply with the requirements of those statutes.

7.

Except as provided in paragraphs 5 and 6 above, however, I agree that I will not file or pursue any charge or claim with any governmental agency or any court against Xerox based on anything that occurred before I signed this Release. If I do not comply with my obligations under this paragraph, I shall repay to Xerox upon demand all of the monies paid to me by Xerox as salary continuance in consideration for this Release, and I agree to pay all of Xerox153s costs and expenses in defending the claim or action, including Xerox153s reasonable attorney153s fees.

8.	I understand and acknowledge that Xerox policy provides that for a period of one year after the termination of my employment with Xerox, I am not eligible for rehire as an employee, or for retention as a contract worker or consultant.

9.	Xerox advises me as follows:

TO CONSULT WITH AN ATTORNEY OF MY CHOOSING TO COUNSEL ME AS TO MY RIGHTS BEFORE I SIGN THIS RELEASE;

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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.

10.

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 EXISTS 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 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.

11.	I understand that in signing this release, I thereby waive all claims of my successors, beneficiaries, heirs and assigns.

Date this document provided to employee:
Date signed and returned to Xerox:
By:
		Employee signature

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Exhibit to Letter Agreement

Engagement in Detrimental Activity

Definition of Detrimental Activity

“Detrimental Activity” shall mean:

(1) For one (1) year following your termination of employment with the
Company, directly or indirectly (i) engaging as an employee, proprietor,
partner, agent, consultant or otherwise, by any means, in any business that is
competitive with the business of the Company or (ii) engaging as an employee of
or providing services 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, unless the Company has
previously advised in writing that it consents to such engagement ; or

(2) Disclosing confidential or proprietary business information of the
Company, including but not limited to violating the Proprietary Information and
Conflict of Interest Agreement entered into between the Company and Employee;

(3) Making any defamatory, derogatory, disparaging or inflammatory statements
about the Company, its management or its business;

(4) Violating any rules, policies, procedures or guidelines of the Company,
including but not limited to the Company153s Business Ethics Policy;

(5) For a five (5) year period from your last day of active employment with
the Company, directly or indirectly soliciting, inducing, encouraging or
assisting any employee of the Company to leave his or her employment with the
Company;

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(6) For a five (5) year period from your last day of active employment with
the Company, directly or indirectly soliciting or accepting business from any
customer or potential customer of the Company, or soliciting, inducing or
encouraging any customer, potential customer or supplier of the Company to
reduce the level of business it does with the Company;

(7) Being convicted of, or entry of a guilty plea with respect to, a felony,
whether or not connected with the Company; or

(8) Engaging in any other conduct or act reasonably determined by the Company
to be injurious, detrimental or prejudicial to any interest of the Company.

Nothing contained in this exhibit shall be construed to restrict the
executive153s reporting obligations, if any.

Consequences of Engagement in Detrimental Activity

If the executive who is a party to the Letter Agreement (or such individuals
acting in concert with him or her) engages in Detrimental Activity to the
Company, as determined in the Company153s reasonable sole discretion, such
discretion exercised prior to a change in control of the Company, the following
additional consequences shall apply:

(a) Any outstanding equity awards under the 2004 Performance Incentive Plan,
the 1991 Long-term Incentive Plan, 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 shall terminate, any amounts paid shall
be rescinded in full by the Company and shall be repaid by the executive (or, if
applicable, his or her spouse or beneficiary), the executive153s 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, and any 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
(or, if applicable, his or her spouse or beneficiary) 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 by the Company;

(c) Any unfunded retirement benefits including, without limitation, under the
Unfunded Retirement Income Guarantee Plan and the Unfunded Supplemental
Executive Retirement Plan, shall be forfeited; and

(d) The Company shall have the right to an injunction or other equitable
relief and to all other appropriate legal remedies, including damages.