0001193125-08-032688 Sample Contracts

AGREEMENT PURSUANT TO XEROX CORPORATION
Xerox Corp • February 15th, 2008 • Computer peripheral equipment, nec • 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”).

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XEROX CORPORATION Stamford, CT 06904 Amended and Restated Severance Letter Agreement Providing Certain Benefits Upon Termination of Employment Following a Change In Control
Xerox Corp • February 15th, 2008 • Computer peripheral equipment, nec • New York

Xerox Corporation (“the Company”) considers it in the best interests of its shareholders to foster the continuous employment of key management personnel. The Board recognizes that, as with many publicly held corporations, the possibility of a Change in Control may arise, and that the uncertainty raised by this possibility may cause the departure or distraction of management personnel, to the detriment of the Company and its shareholders.

AMENDMENT TO CERTAIN DEFERRED COMPENSATION PLANS MAINTAINED BY XEROX CORPORATION
Xerox Corp • February 15th, 2008 • Computer peripheral equipment, nec

Amended and Restated Severance Letter Agreement Providing Certain Benefits Upon Termination of Employment Following a Change in Control,

AMENDMENT TO CERTAIN DEFERRED COMPENSATION PLANS MAINTAINED BY XEROX CORPORATION
Xerox Corp • February 15th, 2008 • Computer peripheral equipment, nec

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

AMENDMENT TO CERTAIN DEFERRED COMPENSATION PLANS MAINTAINED BY XEROX CORPORATION
Xerox Corp • February 15th, 2008 • Computer peripheral equipment, nec

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

AMENDMENT TO CERTAIN DEFERRED COMPENSATION PLANS MAINTAINED BY XEROX CORPORATION
Xerox Corp • February 15th, 2008 • Computer peripheral equipment, nec

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

EXECUTIVE LONG-TERM INCENTIVE PROGRAM AGREEMENT PURSUANT TO THE XEROX CORPORATION
Term Incentive Plan • February 15th, 2008 • Xerox Corp • Computer peripheral equipment, nec • New York

AGREEMENT, of Xerox Corporation, a New York corporation (hereinafter referred to as the “Company”) in favor of the employee of the Company or one of its Subsidiaries (as hereinafter defined) whose name is set forth on the Award Summary (“Award Summary”) attached hereto (hereinafter referred to as the “Employee”) selected by the Compensation Committee (hereinafter the “Committee”) in accordance with the Company’s 1991 Long-Term Incentive Plan as amended (hereinafter referred to as the “Plan”).

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