AMENDMENT TO CERTAIN DEFERRED COMPENSATION PLANS MAINTAINED BY XEROX CORPORATION

Exhibit 10(b)(3)

AMENDMENT TO

CERTAIN DEFERRED COMPENSATION PLANS

MAINTAINED BY

XEROX CORPORATION

W I T N E S S E T H:

WHEREAS, Xerox Corporation (the “Company”) has established the following plans (the “Plans”),

Amended and Restated Severance Letter Agreement Providing Certain Benefits

Upon Termination of Employment Following a Change in Control,

Xerox Corporation 2004 Performance Incentive Plan, December 2007 Amendment and Restatement,

Xerox Corporation 1991 Long-Term Incentive Plan, 2007 Amendment and Restatement

Xerox Corporation Unfunded Supplemental Executive Retirement Plan, 2007 Amendment and Restatement, and

WHEREAS, the Company desires to amend the Plans,

NOW, THEREFORE, each Plan is hereby amended by adding immediately after the last section thereof, the following provision:

“The Chief Executive Officer of Xerox Corporation, or her delegate, may amend the Plan as she, in her sole discretion, deems necessary or appropriate to comply with Section 409A of the Internal Revenue Code and guidance thereunder.”

The foregoing Amendment is effective as of the date hereof. In all other respects the Plans shall remain unchanged.

IN WITNESS WHEREOF, the Company has caused this Amendment to be signed as of this 4th day of December, 2007.

XEROX CORPORATION
By:		/s/ P. M. Nazemetz
		Vice President