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                                                                   Exhibit 10(f)

                                                  As amended by the Board of
                                                  Directors through 10/9/00


                                1997 Restatement

                                       of

                                XEROX CORPORATION

                      UNFUNDED SUPPLEMENTAL RETIREMENT PLAN

XEROX CORPORATION, a New York corporation having its principal executive office
in the City of Stamford, County of Fairfield and State of Connecticut, hereby
adopts the XEROX CORPORATION UNFUNDED SUPPLEMENTAL RETIREMENT PLAN effective on
the Effective Date as follows:

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                         Restatement October 13, 1997

                               XEROX CORPORATION

                     UNFUNDED SUPPLEMENTAL RETIREMENT PLAN

Section 1.  Plan Name

     The plan name is the Xerox Corporation Unfunded Supplemental Retirement
Plan (the "Plan").

Section 2.  Effective Date

     The original effective date of the Plan is June 30, 1982. The Plan was
restated on three previous occasions, effective February 4, 1985, January 1,
1990, December 6, 1993 and December 9, 1996. This Restatement is effective as of
October 13, 1997.

Section 3.  Purpose of the Plan

     The Plan is designed to address special circumstances involved in the
retirement of executives.

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Section 4.  Covered Employees

     The following employees of Xerox Corporation (the "Company") are covered by
the Plan:

     A.   All employees who were corporate officers of the Company at grade
level 25 and above on the original effective date of the Plan (the
"Grandfathered Officers").

     B.   All employees who were corporate officers at grades 23 or 24 on the
original effective date of the Plan or who first become corporate officers of
the Company at grade level 23 and above after the original effective date of the
Plan and do not fall within categories D through G below (the "Officers").

     C.   Certain employees who received a letter dated September 2, 1982 from
David T. Kearns regarding Executive Retirement Guidelines (the "Guideline
Employees").

     D.   All employees who are corporate officers of the Company on the date of
this 1996 Restatement who first commenced employment with the Company on or
after attainment of age 40 and whose names appear on Schedule A ("Schedule A")
presented at the meeting of the Executive Compensation and Benefits Committee
held December 9, 1996 and made part of the records of that meeting which
Schedule is incorporated herein by reference and made a part of the Plan
("Grandfathered Mid-Career Officers").

     E.   All employees who after the date of the 1996 Restatement first
commence employment with the Company on or after attainment of age 40 who are
elected corporate officers and whose names are added to Schedule A upon
selection by the Chief Executive Officer of the Company as maintained with
records of the Executive Compensation department of the Company which Schedule
as so modified from time to time is incorporated herein by reference and made a
part hereof ("Mid-Career Officer Hires").

     F.   All employees who are in payroll Band A of the Company on the date of
the 1996 Restatement who first commenced employment with the Company on or after
attainment of age 40 and whose names are set forth on Schedule B ("Schedule B")
which has been approved by the Vice President responsible for Human Resources
and placed with the records of the Executive Compensation department of the
Company which Schedule is incorporated herein by reference and made a part of
the Plan ("Grandfathered Mid-Career Band A Employees").

     G.   All employees who after the date of the 1996 Restatement first
commence employment with the Company on or after attainment of age 40 who are
hired into payroll Band A selected by the Vice President of the Company
responsible for Human Resources, or his or her designee, such selection to be
evidenced by the placement of the employee's name on Schedule C to be maintained
from time to time by such Vice President or his or her designee, which Schedule
is incorporated herein by reference and made a part of the Plan ("Mid-Career
Band A Hires")

     H.   Grandfathered Mid-Career Officers, Mid-Career Officer Hires,
Grandfathered Mid-Career Band A Employees and Mid-Career Band A Hires are
sometimes together referred to as "Mid-Career Executives".

     I.   The employees referred to in paragraphs A through G above are

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together referred to herein as "Participants".

Section 5.   Eligibility for Benefits

     Participants must have attained the following age and completed the
following Years of Service to be eligible for benefits under the Plan:

     A.   Grandfathered Officers and Guideline Employees -- age 55, Years of
Service -- 5.

     B.   Officers -- age 60, Years of Service -- 10.

     C.   Grandfathered Mid-Career Officers -- the age set forth opposite their
respective names on Schedule A, Years of Service -- 5.

     D.   Mid-Career Officer Hires -- the age determined by the Chief Executive
Officer of the Company as reflected in Schedule A, Years of Service -- 5.

     E.   Grandfathered Mid-Career Band A Employees -- the age set forth
opposite their respective names on the Schedule B, Years of Service -- 5.

     F.   Mid-Career Band A Hires -- the age determined by the Vice President
responsible for Human Resources or his or her delegate as set forth on Schedule
C referred to above, Years of Service 5.

Section 6.  Supplemental Retirement Benefit

     A.   The benefit payable under the Plan shall be a monthly retirement
benefit equal to:

     One and two-thirds percent of Average Monthly Compensation of the
Participant multiplied by the number of full and fractional Years of
Participation up to thirty less

          (a)  One and two-thirds percent of the Social Security Benefit
multiplied by the number of full and fractional Years of Participation up to
thirty; and

          (b)  The monthly retirement benefit payable under the Company's
Retirement Income Guarantee Plan ("RIGP") (stated as a Life Annuity)* as it is
in effect as of and from time to time after January 1, 1990 other than the RIGP
Plus Benefit payable under Article 17 thereof; subject to the "Adjustments" set
forth in subsections B through F below.

     "Average Monthly Compensation" shall be determined under RIGP without
regard to the dollar limitation contained in the Plan as required by Section
401(a)(17) of the Internal Revenue Code of 1986, as amended, or any successor
thereto; and, notwithstanding the above, shall also include any compensation
provided under the Xerox Corporation CEO Challenge Bonus Program.

     "Social Security Benefit" shall mean the monthly benefit which a retired
Participant or a terminated Participant receives or would be entitled to receive
at the age at which unreduced retirement benefits are then paid under the U.S.
Social Security Act (or at his sixty-second birthday, in the case of a retired
Participant who has at least thirty Years of Service or who, on such
Participant's retirement, is the pilot of an airplane operated by the

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Company), as a primary insurance amount under the U.S. Social Security Act, as
amended, whether he or she applies for such benefit or not, and even though he
or she may lose part or all of such benefit for any reason.

     The amount of such Social Security Benefit to which the retired or
terminated Participant is or would be entitled shall be computed by the
Administrator for the purposes of the Plan as of the January 1 of the calendar
year of retirement or termination. In computing such amount, the Administrator
shall use estimated benefit tables developed by the Plan's actuary, the
five-year average compensation of the Participant and the assumption that the
Participant's compensation prior to the fifth year preceding the year of
termination grew in accordance with average national wages.

     B.  Grandfathered Officers -- Adjustments shall be

         1.  The monthly benefit and the Social Security Benefit shall be
calculated at the rate of 3 1/3% of Average Monthly Compensation and of the
Social Security Benefit, respectively, for each full or fractional Year of
Participation up to a maximum of 15 Years of Participation.

         2.  There shall be no reduction in the benefit payable upon retirement
on or after attainment of age 55 on account of payment commencing prior to
attainment of age 65.

         3.  Amounts included in the Participant's Executive Expense Allowance
shall be included in determining Average Monthly  Compensation.

     C.  Officers -- Adjustments shall be that there shall be no reduction in
the benefit payable upon retirement on or after attainment of age 60 on account
of payment commencing prior to attainment of age 65 and no part of the Executive
Expense Allowance shall be included in determining Average Monthly Compensation.

     D.  Guideline Employees -- An adjustment shall be that there shall be no
reduction in the benefit payable upon retirement on or after attainment of age
55.

* Defined terms in RIGP shall have the same meanings in the Plan, except as
otherwise noted herein.

     E.  Mid-Career Executives -- Adjustments shall be

         1.  The monthly benefit and the Social Security Benefit shall be
calculated at the rate of 2.5% of the Average Monthly Compensation and of the
Social Security Benefit, respectively, for each full or fractional Year of
Participation up to a maximum of 20 Years of Participation.

         2.  There shall be no reduction in the benefit payable upon retirement
on or after attainment of age 60 on account of payment commencing prior to
attainment of age 65 and no part of the Executive Expense Allowance, if any,
shall be included in determining Average Monthly Compensation.

     F.  All Participants -- Adjustments shall be

         1.  Average Monthly Compensation shall be calculated including any

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compensation deferred by the Participant during the period used in calculating
Average Monthly Compensation (except that there shall not be included any
increase in Participant's compensation which became payable under the Company's
policy of increasing compensation by the amount which cannot be added to the
Participant's accounts under the Company's Profit Sharing and Savings Plan
("Profit Sharing Plan") by reason of the limitation contained in Section 415 of
the Internal Revenue Code of 1986, as amended, hereinafter the "Code").

         2.  The following additional amounts shall be deducted from the
hypothetical monthly benefit:

             (a) The value of the portion of the Participant's Account under the
Company's Deferred Compensation Plan For Executives, if any, resulting from the
Retirement Account portion of the Profit Sharing Adjustment (as defined in such
Deferred Compensation Plan) translated into an annuity (single life or joint and
survivor, as appropriate) payable commencing on the date of retirement.

             (b) The benefit payable under the Company's Unfunded Retirement
Income Guarantee Plan ("Unfunded RIGP") other than the additional benefit
payable under Section 4.1A thereof.

             (c) Any amount paid to the participant from which FICA taxes are
withheld related to nonqualified retirement benefits from a plan sponsored by
the Company which have not been previously withheld (or deemed to have been
withheld because the maximum tax had already been paid) and are payable upon
retirement but cannot be withheld from any single sum payment of compensation or
other nonqualified plan benefits translated to an annuity (single or joint and
survivor as appropriate) payable commencing on the date of retirement.

             (d) The amount of that certain supplement provided to certain
high-paid participants in RIGP effective in 1989 when the RIGP benefit was
modified payable to the Participant in a lump sum translated to an annuity
(single life or joint and survivor as appropriate) payable commencing on the
date of retirement.

     (e)  The amount of any pension, retirement or other post-retirement income
benefits paid or payable to a Participant under plans or arrangements provided
by the Company or any subsidiary of the Company, whether incorporated or
organized in the United States or in any other country of the world.

     Section 7.  Change In Control.

     A.   Notwithstanding anything to the contrary in this Plan, in the event of
a change in control of the Company, as hereinafter defined, each Participant,
including retired Participants, shall be entitled to a benefit hereunder without
regard to his or her age or Years of Service at the time of such change in
control (including, without limitation, the benefit provided under Section 8
hereof, if applicable). Upon the occurrence of a change in control of the
Company, the benefit of each Participant shall be payable in a lump sum within
five days of such change in control equal in amount to the then present value of
a benefit expressed in the form provided in Section 10 hereof, commencing on the
later of (i) the date of such change in control, (ii) the date Guideline
Employee or Grandfathered Officer attains age 55, (iii) the date the Officers
attain age 60 or (iv) in the case of a Mid-Career Executive, the date such
Participant attains the age specified in Schedule A,

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B or C, and based upon such Participant's Average Monthly Compensation and Years
of Participation as of the date of such change in control. A "change in control
of the Company" shall have the meaning set forth in the Xerox Corporation
Retirement Income Guarantee Plan, as may be amended or restated from time to
time.

     B.   Upon the termination of employment of a Participant following a change
in control of the Company, such Participant, if he or she has otherwise
satisfied the requirements of Section 5 hereof, shall be entitled to a benefit
equal to the benefit to which he or she would have been entitled without
application of Section 7A, reduced (but not below zero) to reflect the value of
the benefit he or she received pursuant to Section 7A.

     C.   For purposes of Section 7A hereof, the present value of a benefit
shall be calculated based upon the interest rate which would be used by the
Pension Benefit Guaranty Corporation for purposes of determining lump sums for
benefits payable as immediate annuities with respect to plans terminating on the
date on which the change in control of the Company occurs and the 1983 GAM
mortality table, provided, however, that effective upon the date that the
applicable interest rate as specified in Section 417(e)(3)(A) of the Code is
adopted for use in RIGP, the present value hereunder shall thereafter be
determined under the applicable interest rate and mortality table as defined in
Section 417(e)(3)(A) (ii)(l) of the Code. For purposes of RIGP, each Participant
shall be treated as if he or she terminated employment upon the change in
control and had his or her benefits determined as if he or she were to begin
receiving benefits on the commencement date used in developing the present value
of the benefit in Section 7.A.

Section 8.   Minimum Benefit

     In no event shall the monthly retirement benefit payable to any Participant
other than Mid-Career Executives under the Plan be less than an amount which,
when added to the benefits payable under RIGP, 25% of the amount of the Social
Security Benefit and the amounts described in Section 6F2 above, is equal to 25%
of such Participant's Average Monthly Compensation as adjusted in Section 6F1
for Participants and Section 6B3 for Grandfathered Officers.

Section 9.   Pre-Retirement Spouse's Benefit

     The spouse of a Participant who dies after completing the appropriate age
and number of Years of Service pursuant to Section 5 (but in no case less than
10) while still employed by the Company shall be entitled to a survivor benefit,
commencing on the death of the Participant, in an amount equal to one-half of
the retirement benefit to which the Participant would have been entitled under
the Plan if the Participant had retired on the last day of the month coincident
with or next following the date of the Participant's death.

Section 10.  Form of Benefit

     The forms of benefit available under the Plan shall be for single
Participants a 10-Year certain and life annuity or life annuity and for married
Participants a 50% or 100% joint and survivor annuity option, all as shall have
been elected by Participant on forms provided by the Administrator. The benefit
payable to single Participant who has failed to make such an election shall be a
life annuity and for a married Participant a 50% joint and survivor annuity. The
10 year certain and life annuity is the actuarial equivalent of the life annuity
and the 100% joint and survivor annuity is the

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actuarial equivalent of the 50% joint and survivor annuity. Except as otherwise
provided in Section 7A in no event is the benefit payable in a lump sum.

Section 11.  Participant's Rights Unsecured

     The benefits payable under this Plan shall be unfunded. Consequently, no
assets shall be segregated for purposes of the Plan and placed beyond the reach
of the Company's general creditors. The right of any Participant to receive
benefits under the provisions of the Plan shall be an unsecured claim against
the general assets of the Company.

Section 12.  Other Plan Provisions

     Other Plan provisions necessary to determine any benefit under the Plan
shall be the same as those described in RIGP.

Section 13.  Duties of Administrator

     The Plan shall be administered by the Administrator in accordance with its
terms and purposes. The Administrator shall determine the amount and manner of
payment of the benefits due to or on behalf of each Participant from the Plan
and shall cause them to be paid by the Company accordingly. The Administrator
shall be appointed by the Vice President, Human Resources of the Company.

Section 14.  Finality of Decisions

     The decisions made by and the actions taken by the Administrator in the
administration of the Plan shall be final and conclusive on all persons, and the
Administrator shall not be subject to individual liability with respect to the
Plan.

Section 15.  Amendment and Termination

     It is the intention of the Company to continue the Plan indefinitely. The
Company expressly reserves the right to amend the Plan at any time and in any
particular manner, provided that any such amendment shall be made in accordance
with ERISA. Such amendments, other than amendments relating to termination of
the Plan or relating to benefit levels under Section 6 of the Plan, may be
effected by (i) the Board of Directors, (ii) a duly constituted committee of the
Board of Directors, or (iii) the Vice President of the Company responsible for
Human Resources or a representative thereof. In the event such office is vacant
at the time the amendment is to be made, the Chief Executive Officer of the
Company shall approve such amendment or appoint a representative. Amendments
relating to termination of the Plan or relating to benefit levels under Section
6 of the Plan shall be effected pursuant to a resolution duly adopted by the
Board of Directors of the Company, or a duly constituted committee of the Board
of Directors of the Company, in accordance with the Business Corporation Law of
the State of New York.

     Any amendment, alteration, modification or suspension under subsection
(iii) of the preceding paragraph shall be set forth in a written instrument
executed by any Vice President of the Company and by the Secretary or an
Assistant Secretary of the Company.

Section 16.  No Employment Rights

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     Nothing contained in the Plan shall be construed as a contract of
employment between the Company and a Participant, or as a right of any
Participant to be continued in the employment of the Company, or as a limitation
of the right of the Company to discharge any of its employees, with or without
cause.

Section 17.  Assignment

     The benefits payable under this Plan may not be assigned or alienated
except as may otherwise be required by law or pursuant to the terms of a
domestic relations order that has been approved by the Plan Administrator.

Section 18.  Law Applicable

     This Plan shall be governed by the laws of the State of New York.

     Restatement adopted and approved as of October 13, 1997.