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                                                                   Exhibit 10(b)

                                                   As Amended Through 10/9/00

                                XEROX CORPORATION

                          1991 LONG-TERM INCENTIVE PLAN

1.  Purpose

The purpose of the Xerox Corporation 1991 Long-Term Incentive Plan (the "Plan")
is to advance the interests of Xerox Corporation (the "Company") and to increase
shareholder value by providing officers and employees with a proprietary
interest in the growth and performance of the Company and with incentives for
continued service with the Company, its subsidiaries and affiliates.

2.  Term

The Plan shall be effective as of May 16, 1991 and shall remain in effect until
May 20, 2004 unless sooner terminated by the Company's Board of Directors (the
"Board"). After termination of the Plan, no future awards may be granted but
previously made awards shall remain outstanding in accordance with their
applicable terms and conditions and the terms and conditions of the Plan.

3.  Plan Administration

The Executive Compensation and Benefits Committee of the Board, or such other
committee as the Board shall determine, comprised of not less than three members
shall be responsible for administering the Plan (the "Compensation

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Committee"). To the extent specified by the Compensation Committee it may
delegate its administrative responsibilities to a subcommittee of the
Compensation Committee comprised of not less than three members (the
Compensation Committee and such subcommittee being hereinafter referred to as
the "Committee"). The Compensation Committee or such subcommittee members, as
appropriate, shall be qualified to administer this Plan as contemplated by (a)
Rule 16b-3 under the Securities and Exchange Act of 1934 (the "1934 Act") or any
successor rule and (b) Section 162(m) of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder ("Section 162(m)"). The Committee, and
such subcommittee to the extent provided by the Committee, shall have full and
exclusive power to interpret, construe and implement the Plan and any rules,
regulations, guidelines or agreements adopted hereunder and to adopt such rules,
regulations and guidelines for carrying out the Plan as it may deem necessary or
proper. These powers shall include, but not be limited to, (i) determination of
the type or types of awards to be granted under the Plan; (ii) determination of
the terms and conditions of any awards under the Plan; (iii) determination of
whether, to what extent and under what circumstances awards may be settled, paid
or exercised in cash, shares, other securities, or other awards, or other
property, or canceled, forfeited or suspended; (iv) adoption of such
modifications, amendments, procedures, subplans and the like as are necessary to
comply with provisions of the laws of other countries in which the Company may
operate in order to assure the viability of awards granted under the Plan and to
enable participants employed in such other countries to receive advantages and
benefits under the Plan and such laws; (v) subject to the rights of
participants, modification, change, amendment or cancellation of any award to
correct an administrative error and (vi) taking any other action the Committee
deems necessary or desirable for the administration of the Plan. All
determinations, interpretations, and other decisions under or with respect to
the Plan or any award by the Committee shall be final, conclusive and binding
upon the Company, any participant, any holder or beneficiary of any award under
the Plan and any employee of the Company. Except for the power to amend this
Plan as provided in Section 13 and except for determinations regarding employees
who are subject to Section 16 of the 1934 Act or certain key employees who are
or may become, as determined by the Committee, subject to the Section 162(m)
compensation deductibility limit (the "Covered Employees"), the Committee may
delegate any or all of its duties, powers and authority under the Plan pursuant
to such conditions or limitations as the Committee may establish to any officer
or officers of the Company.

4.  Eligibility

Any employee of the Company shall be eligible to receive an award under the
Plan. "Employee" shall also include any former employee of the Company eligible
to receive a replacement award as contemplated in Sections 5 and 7, and
"Company" shall include any entity that is directly or indirectly controlled by
the Company or any entity in which the Company has a significant equity
interest, as determined by the Committee.

5.  Shares of Stock Subject to the Plan

For each calendar year from and including 1991 to but excluding 1999, a number
of shares of Common Stock, par value $1.00 per share, of the Company ("Common
Stock") equal in an amount of up to one percent (1%) of the adjusted average
shares of Common Stock outstanding used to calculate diluted earnings per share
(previously known as fully diluted earnings per share) as reported in the annual
report to shareholders for the preceding year shall become

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available for issuance under the Plan; and for the calendar year 1999, and for
each calendar year thereafter, a number of shares of Common Stock equal in an
amount to two percent (2%) of the adjusted average shares of Common Stock
outstanding used to calculate diluted earnings per share (previously known as
fully diluted earnings per share) as reported in the annual report to
shareholders for the preceding year shall become available for issuance under
the Plan. In addition, (a) any shares of Common Stock which as of the effective
date of the Plan are reserved for issuance under the company's 1976 Executive
Long-Term Incentive Plan the "1976 Plan" and which are not thereafter issued and
(b) any shares of Common Stock available for issuance under the Plan in previous
years but not actually issued, shall be added to the aggregate number of shares
of common Stock available for issuance in that calendar year under the Plan.

For purposes of the preceding paragraph, the following shall not be counted
against shares available for issuance under the Plan: (i) settlement of stock
appreciation rights ("SAR") in cash or any form other than shares and (ii)
payment in shares of dividends and dividend equivalents in conjunction with
outstanding awards. Any shares that are issued by the Company, and any awards
that are granted by, or become obligations of, the Company, through the
assumption by the Company or an affiliate of, or in substitution for,
outstanding awards previously granted by an acquired company shall not be
counted against the shares available for issuance under the Plan.

In no event, however, except as subject to adjustment as provided in Section 6
shall more than (a) fifteen million (15,000,000) shares of Common Stock be
available for issuance pursuant to the exercise of incentive stock options
("ISOs") awarded under the Plan(1); (b) thirteen million seven hundred ninety
six thousand one hundred eighty-one (13,796,181) shares of Common Stock shall be
available for issuance pursuant to stock awards granted under Section 7(c) of
the Plan(1) ;and (c) five million (5,000,000) shares of Common Stock shall be
made the subject of awards under any combination of awards under Sections 7(a),
7(b) or 7(c) of the Plan to any single individual(2). SARs whether settled in
cash or shares of Common Stock shall be counted against the limit set forth in
(c).

(1)  Effective May 23, 1996
(2)  Effective May 15, 1997

Any shares issued under the Plan may consist in whole or in part, of authorized
and unissued shares or of treasury shares, and no fractional shares shall be
issued under the Plan. Cash may be paid in lieu of any fractional shares in
settlements of awards under the Plan.

6.  Adjustments and Reorganizations

The Committee may make such adjustments as it deems appropriate to meet the
intent of the Plan in the event of changes that impact the Company's share price
or share status, provided that any such actions are consistently and equitably
applicable to all affected participants.

In the event of any stock dividend, stock split, combination or exchange of
shares, merger, consolidation, spin-off or other distribution (other than normal
cash dividends) of Company assets to shareholders, or any other change affecting
shares, such adjustments, if any, as the Committee in its discretion may deem
appropriate to reflect such change shall be made with respect to (i) the
aggregate number of shares that may be issued under the Plan; (ii) the

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number of shares subject to awards of a specified type or to any individual
under the Plan; and/or (iii) the price per share for any outstanding stock
options, SARs and other awards under the Plan.

7.  Awards

The Committee shall determine the type or types of award(s) to be made to each
participant under the Plan and shall approve the terms and conditions governing
such awards in accordance with Section 12. Awards may include but are not
limited to those listed in this Section 7. Awards may be granted singly, in
combination or in tandem so that the settlement or payment of one automatically
reduces or cancels the other. Awards may also be made in combination or in
tandem with, in replacement of, as alternatives to, or as the payment form for,
grants or rights under any other employee or compensation plan of the Company,
including the plan of any acquired entity. However, under no circumstances may
stock option awards be made which provide by their terms for the automatic award
of additional stock options upon the exercise of such awards.

     (a) Stock Option is a grant of a right to purchase a specified number of
shares of Common Stock during a specified period. The purchase price of each
option shall be not less than 100% of Fair Market Value (as defined in Section
10) on the effective date of grant, except that, in the case of a stock option
granted retroactively in tandem with or as a substitution for another award, the
exercise or designated price may be no lower than the Fair Market Value of a
share on the date such other award was granted. A stock option may be exercised
in whole or in installments, which may be cumulative. A stock option may be in
the form of an ISO which complies with Section 422 of the Internal Revenue Code
of 1986, as amended, and the regulations thereunder at the time of grant. The
price at which shares of Common Stock may be purchased under a stock option
shall be paid in full at the time of the exercise in cash or such other method
as provided by the Committee at the time of grant or as provided in the form of
agreement approved in accordance herewith, including tendering (either actually
or by attestation) Common Stock, surrendering a stock award valued at Fair
Market Value on the date of surrender, surrendering a cash award, or any
combination thereof.

     (b) Stock Appreciation Right is a right to receive a payment, in cash
and/or Common Stock, as determined by the Committee, equal to the excess of the
Fair Market Value of a specified number of shares of Common Stock on the date
the SAR is exercised over the Fair Market Value on the date of grant of the SAR
as set forth in the applicable award agreement, except that, in the case of a
SAR granted retroactively in tandem with or as a substitution for another award,
the exercise or designated price may be no lower than the Fair Market Value of a
share on the date such other award was granted

     (c) Stock Award is an award made in stock or denominated in units of stock.
All or part of any stock award may be subject to conditions established by the
Committee, and set forth in the award agreement, which may include, but are not
limited to, continuous service with the Company, achievement of specific
business objectives, and other measurements of individual, business unit or
Company performance.

     (d) Cash Award is an award denominated in cash with the eventual payment
amount subject to future service and such other restrictions and conditions as
may be established by the Committee, and as set forth in the award agreement,
including, but not limited to, continuous service with the

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Company, achievement of specific business objectives, and other measurement of
individual, business unit or Company performance. Cash Awards to any single
Covered Employee, including dividend equivalents in cash or shares of Common
Stock payable based upon attainment of specific performance goals, may not
exceed in the aggregate $5,000,000 for each performance period established by
the Committee under Section 23 of the Plan.

8.  Dividends and Dividend Equivalents

The Committee may provide that awards denominated in stock earn dividends or
dividend equivalents. Such dividend equivalents may be paid currently in cash or
shares of Common Stock or may be credited to an account established by the
Committee under the Plan in the name of the participant. In addition, dividends
or dividend equivalents paid on outstanding awards or issued shares may be
credited to such account rather than paid currently. Any crediting of dividends
or dividend equivalents may be subject to such restrictions and conditions as
the Committee may establish, including reinvestment in additional shares or
share equivalents.

9.  Deferrals and Settlements

Payment of awards may be in the form of cash, stock, other awards, or in such
combinations thereof as the Committee shall determine at the time of grant, and
with such restrictions as it may impose. The Committee may also require or
permit participants to elect to defer the issuance of shares or the settlement
of awards in cash under such rules and procedures as it may establish under the
Plan. It may also provide that deferred settlements include the payment or
crediting of interest on the deferral amounts or the payment or crediting of
dividend equivalents on deferred settlements denominated in shares.

10. Fair Market Value

Fair Market Value for all purposes under the Plan shall mean the average of the
high and low prices of Common Stock as reported in The Wall Street Journal in
the New York Stock Exchange composite transactions or similar successor
consolidated transactions reports for the relevant date, or if no sales of
Common Stock were made on said exchange on that date, the average of the high
and low prices of Common Stock as reported in said composite transaction report
for the preceding day on which sales of Common Stock were made on said Exchange.
Under no circumstances shall Fair Market Value be less than the par value of the
Common Stock.

11. Transferability and Exercisability

All awards under the Plan will be nontransferable and shall not be assignable,
alienable, saleable or otherwise transferable by the participant other than by
will or the laws of descent and distribution except pursuant to a domestic
relations order entered by a court of competent jurisdiction or as otherwise
determined by the Committee. In the event that a participant terminates
employment with the Company to assume a position with a governmental,
charitable, educational or similar non-profit institution, the Committee may
authorize a third party, including but not limited to a "blind" trust, to act on
behalf of and for the benefit of the respective participant with respect to any
outstanding awards. Except as otherwise provided in this Section 11, during the
life of the participant, awards under the Plan shall be exercisable only by him
or her except as otherwise determined by the Committee. In

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addition, if so permitted by the Committee, a participant may designate a
beneficiary or beneficiaries to exercise the rights of the participant and
receive any distributions under this Plan upon the death of the participant.

12.  Award Agreements

Awards under the Plan shall be evidenced by one or more agreements approved by
the Committee that set forth the terms and conditions of and limitations on an
award, except that in no event shall the term of any ISO exceed a period of ten
years from the date of its grant. The Committee need not require the execution
of any such agreement by a participant in which case acceptance of the award by
the respective participant will constitute agreement to the terms of the award.

13.  Plan Amendment

The Compensation Committee may amend the Plan as it deems necessary or
appropriate, except that no such amendment which would cause the Plan not to
comply with the requirements of (i) Section 162(m) with respect to
performance-based compensation, (ii) the Code with respect to ISOs or (iii) the
New York Business Corporation Law as in effect at the time of such amendment
shall be made without the approval of the Company's shareholders. No such
amendment shall adversely affect any outstanding awards under the Plan without
the consent of all of the holders thereof.

14.  Tax Withholding

The Company shall have the right to deduct from any settlement of an award made
under the Plan, including the delivery or vesting of shares, an amount
sufficient to cover withholding required by law for any federal, state or local
taxes or to take such other action as may be necessary to satisfy any such
withholding obligations. The Committee may permit shares to be used to satisfy
required tax withholding and such shares shall be valued at the Fair Market
Value as of the settlement date of the applicable award.

15.  Other Company Benefit and Compensation Programs

Unless otherwise determined by the Committee, settlements of awards received by
participants under the Plan shall not be deemed a part of a participant's
regular, recurring compensation for purposes of calculating payments or benefits
from any Company benefit plan, severance program or severance pay law of any
country.

16.  Unfunded Plan

Unless otherwise determined by the Committee, the Plan shall be unfunded and
shall not create (or be construed to create) a trust or a separate fund or
funds. The Plan shall not establish any fiduciary relationship between the
Company and any participant or other person. To the extent any person holds any
rights by virtue of a grant awarded under the Plan, such right (unless otherwise
determined by the Committee) shall be no greater than the right of an unsecured
general creditor of the Company.

17.  Future Rights

No person shall have any claim or right to be granted an award under the Plan,
and no participant shall have any right by reason of the grant of any award

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under the Plan to continued employment by the Company or any subsidiary of the
Company.

18.  General Restriction

Each award shall be subject to the requirement that, if at any time the
Committee shall determine, in its sole discretion, that the listing,
registration or qualification of any award under the Plan upon any securities
exchange or under any state or federal law, or the consent or approval of any
government regulatory body, is necessary or desirable as a condition of, or in
connection with, the granting of such award or the exercise settlement thereof,
such award may not be granted, exercised or settled in whole or in part unless
such listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Committee.

19.  Governing Law

The validity, construction and effect of the Plan and any actions taken or
relating to the Plan shall be determined in accordance with the laws of the
state of New York and applicable Federal law.

20.  Successors and Assigns

The Plan shall be binding on all successors and permitted assigns of a
participant, including, without limitation, the estate of such participant and
the executor, administrator or trustee of such estate, or any receiver or
trustee in bankruptcy or representative of such participant's creditors.

21.  Rights as a Shareholder

A participant shall have no rights as a shareholder until he or she becomes the
holder of record of Common Stock.

22.  Change in Control

Notwithstanding anything to the contrary in the Plan, the following shall apply
to all awards granted and outstanding under the Plan:

     (a)  Definitions.  The following definitions shall apply to this Section
22:

     A "Change in Control," unless otherwise defined by the Compensation
Committee, shall be deemed to have occurred if (a) any "person," as such term in
used in Section 13(d) and 14(d) of the 1934 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 1934 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
percent or more of the combined voting power of the Company's then outstanding
voting securities; (b) the following individuals cease for any reason to
constitute a majority of the

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directors then serving; individuals who, on October 9, 2000 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
October 9, 2000 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.

     "CIC Price" shall mean the higher of (a) the highest price paid for a share
of the Company's Common Stock in the transaction or series of transactions
pursuant to which a Change in Control of the Company shall have occurred, or (b)
the highest price paid for a share of the Company's Common Stock during the 60
day period immediately preceding the date upon which the event constituting a
Change in Control shall have occurred as reported in The Wall Street Journal in
the New York Stock Exchange Composite Transactions or similar successor
consolidated transactions reports.

     (b)  Acceleration of Vesting and Payment of SARs, Stock Awards, Cash
Awards, and Dividends and Dividend Equivalents.

         (1) Upon the occurrence of an event constituting a Change in Control,
all SARs, stock awards, cash awards, dividends and dividend equivalents
outstanding on such date shall become 100% vested and shall be paid in cash as
soon as may be practicable. Upon such payment, such awards and any related stock
options shall be cancelled.

         (2) The amount of cash to be paid shall be determined by multiplying
the number of such awards, as the case may be, by: (i) in the case of stock
awards, the CIC Price; (ii) in the case of SARs, the difference between the
exercise price of the related option per share and the CIC Price; (iii) in the
case of cash awards where the award period, if any, has not been completed upon
the occurrence of a Change in Control, the maximum value of such awards as
determined by the Committee at the time of grant, without regard to the
performance criteria, if any, applicable to such award; and (iv) in the case of
cash awards where the award period, if any, has been completed on or prior to
the occurrence of a Change in Control: (aa) where the cash

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award is payable in cash, the value of such award as determined in accordance
with the award agreement, and (bb) where the cash award is payable in shares of
Common Stock, the CIC Price.

     (c)  Option Surrender Rights.

         (1) All stock options granted under the Plan shall be accompanied by
option surrender rights ("OSRs"). OSRs shall be evidenced by OSR agreements in
such form and not inconsistent with the Plan as the Committee shall approve from
time to time. Upon the occurrence of an event constituting a Change in Control,
all OSRs, to the extent that the CIC Price exceeds the exercise price of the
related stock options, shall be paid in cash as soon as may be practicable. Upon
such payment, such rights and any related stock options shall be cancelled.

         (2) The amount of cash payable in respect of an OSR shall be determined
by multiplying the number of unexercised shares as to which the right then
relates by the difference between the option price of such shares and the CIC
Price.

         (3) Upon the grant of SARs, with respect to the same shares covered by
then outstanding OSRs the OSRs relating to such shares shall be automatically
cancelled.

     (d) Notwithstanding the foregoing subsections (a), (b) and (c), SARs, OSRs
and any stock-based award held by an officer or director subject to Section 16
of the 1934 Act which have been outstanding less than six months (or such other
period as may be required by the 1934 Act) upon the occurrence of an event
constituting a Change in Control shall not be paid in cash until the expiration
of such period, if any, as shall be required pursuant to such Section, and the
amount to be paid shall be determined by multiplying the number of SARs, OSRs or
stock awards by the CIC Price determined as though the event constituting the
Change in Control had occurred on the first day following the end of such
period.

23.  Certain Provisions Applicable to Awards to Covered Employees

Performance-based awards made to Covered Employees shall be made by the
Committee within the time period required under Section 162(m) for the
establishment of performance goals and shall specify, among other things, the
performance period(s) for such award (which shall be not less than one year),
the performance criteria and the performance targets. The performance criteria
shall be any one or more of the following as determined by the Committee and may
differ as to type of award and from one performance period to another: earnings
per share, total shareholder return, return on shareholders' equity, economic
value added measures, return on assets, revenue, profit before tax, profit after
tax, stock price and return on sales. Payment or vesting of awards to Covered
Employees shall be contingent upon satisfaction of the performance criteria and
targets as certified by the Committee by resolution of the Committee. To the
extent provided at the time of an award, the Committee may in its sole
discretion reduce any award to any Covered Employee to any amount, including
zero.