0001193125-05-034356 Sample Contracts

XEROX CORPORATION and THE FIRST NATIONAL BANK OF BOSTON, Rights Agent Rights Agreement Dated as of April 7, 1997

Rights Agreement • February 22nd, 2005 • Xerox Corp • Computer peripheral equipment, nec • New York

• Contract Type
  Rights Agreement
• Filed
  February 22nd, 2005
• Company
  Xerox Corp
• Industry
  Computer peripheral equipment, nec
• Jurisdiction
  New York

RIGHTS AGREEMENT, dated as of April 7, 1997 (the “Agreement”), between XEROX CORPORATION, a New York corporation (the “Company”), and THE FIRST NATIONAL BANK OF BOSTON (the “Rights Agent”).

AGREEMENT PURSUANT TO XEROX CORPORATION

Xerox Corp • February 22nd, 2005 • Computer peripheral equipment, nec • New York

• Company
  Xerox Corp
• Filed
  February 22nd, 2005
• Industry
  Computer peripheral equipment, nec
• Jurisdiction
  New York

AGREEMENT, by Xerox Corporation, a New York corporation (the “Company”), dated as of the date which appears as the “Date of Agreement and Award” in the Award Summary attached hereto (the “Award Summary”) in favor of the individual whose name appears on the Award Summary, an employee of the Company, one of the Company’s subsidiaries or one of its affiliates (the “Employee”).