<PAGE>


                                                               EXHIBIT (4)(d)(5)


                               XEROX CORPORATION,
                                   As Issuer,

                           THE GUARANTORS NAMED HEREIN,

                                       and

                  WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                                   As Trustee

                   -------------------------------------------


                          SECOND SUPPLEMENTAL INDENTURE

                            Dated as of July 30, 2002

                  ------------------------------------------


                                       To

                  The Indenture, Dated as of January 17, 2002,
                   Between Xerox Corporation, as Issuer, and
         Wells Fargo Bank Minnesota, National Association, as Trustee,
   as supplemented by the First Supplemental Indenture, dated as of June 21,
    2002, between the Issuer, the Guarantors named therein and the Trustee,
                        relating to Xerox Corporation's
                          9 3/4% Senior Notes due 2009

                         (Denominated in U.S. Dollars)


<PAGE>

                          SECOND SUPPLEMENTAL INDENTURE

     THIS SECOND SUPPLEMENTAL INDENTURE (the "Second Supplemental Indenture") is
made as of the 30th day of July, 2002, between Xerox Corporation, a New York
corporation (the "Issuer"), the persons named as Guarantors on the signature
pages hereto (collectively, the "Guarantors"), and Wells Fargo Bank Minnesota,
National Association, as trustee (the "Trustee").

     WHEREAS, the Issuer and the Trustee heretofore executed and delivered an
Indenture, dated as of January 17, 2002, that was supplemented by the First
Supplemental Indenture, dated as of June 21, 2002, among the Issuer, the
Guarantors and the Trustee (as supplemented, the "Indenture"); and

     WHEREAS, pursuant to the Indenture, the Issuer issued and the Trustee
authenticated and delivered $600 million aggregate principal amount of the
Issuer's 9 3/4% Senior Notes due 2009 (the "Senior Notes"); and

     WHEREAS, the Indenture contains the following two defects (together, the
"Defects"): (i) the definition of "Domestic Insignificant Subsidiary" in Section
101 of the Indenture contains an incorrect cross-reference to Section 1013(b) of
the Indenture and the correct cross-reference is to Section 1013(a)(2) of the
Indenture, and (ii) the proviso in the definition of "Specified Subsidiary" in
Section 101 contains a defect in that it uses the term "corporation" instead of
"Subsidiary"; and

     WHEREAS, the Issuer wishes to reform the Indenture to cure the Defects,
without the consent of the Holders of the Senior Notes, pursuant to Section
901(5) of the Indenture; and

     WHEREAS, the Issuer is delivering contemporaneously herewith to the Trustee
(i) a copy of the resolutions of the Board of Directors of the Issuer and the
Board of Directors/Managers of each of the Guarantors authorizing the execution,
delivery and performance of this Second Supplemental Indenture, and (ii) an
Opinion of Counsel in compliance with and to the effect set forth in Sections
103 and 903 of the Indenture; and

     WHEREAS, the Second Supplemental Indenture complies with and is authorized
by the applicable provisions of the Indenture, including the conditions
precedent set forth in the Indenture to be performed or complied with by the
Issuer relating to the execution and delivery of this Second Supplemental
Indenture.

     NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the Issuer,
the Guarantors and the Trustee mutually covenant and agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

     SECTION 1.01.  General.  For all purposes of the Indenture and this
Second Supplemental Indenture, except as otherwise expressly provided or
unless the context otherwise requires:

     (a) the words "herein", "hereof" and "hereunder" and other words of similar
import refer to the Indenture and this Second Supplemental Indenture as a whole
and not to any particular Article, Section or subdivision; and

<PAGE>

     (b) capitalized terms used but not defined herein shall have the meanings
assigned to them in the Indenture.

                                   ARTICLE II
                                  REFORMATIONS

     SECTION 2.01. The defective cross-reference to "Section 1013 (b)" in the
definition of "Domestic Insignificant Subsidiary" in Section 101 of the
Indenture is hereby cured and reformed to "Section 1013(a)(2)" so that such
definition reads in its entirety as follows:

          "Domestic Insignificant Subsidiary" means any Domestic Wholly Owned
     Restricted Subsidiary that is not a Guarantor other than a Person that is
     described in Section 1013(a)(2) hereof."

     SECTION 2.02. The defective term "corporation" in the proviso of the
definition of "Specified Subsidiary" in Section 101 of the Indenture is hereby
cured and reformed to "Subsidiary" so that such definition reads in its entirety
as follows:

          "Specified Subsidiary" means any Subsidiary of the Company from time
     to time having a Consolidated Net Worth Amount of at least $100.0 million;
     provided, however, that each of Xerox Financial Services, Inc., Xerox
     Credit Corporation and any other Subsidiary principally engaged in any
     business or businesses other than development, manufacture and/or marketing
     of (x) business equipment (including, without limitation, reprographic,
     computer (including software) and facsimile equipment), (y) merchandise or
     (z) services (other than financial services) shall be excluded as a
     "Specified Subsidiary" of the Company.

                                   ARTICLE III
                                  MISCELLANEOUS

     SECTION 3.01. Binding Effect. Upon the execution and delivery of this
Second Supplemental Indenture by the Issuer, the Guarantors and the Trustee, the
Indenture shall be reformed and supplemented in accordance herewith effective as
of January 17, 2002 which is the date of the original Indentures, and this
Second Supplemental Indenture shall form a part of the Indenture for all
purposes, and every Holder of Notes heretofore or hereafter authenticated and
delivered under the Indenture shall be bound thereby.

     SECTION 3.02.  Indenture Remains in Full Force and Effect.  Except as
reformed and supplemented hereby, all provisions in the Indenture shall
remain in full force and effect.

     SECTION 3.03. Indenture and Supplemental Indenture Construed Together. This
Second Supplemental Indenture is an indenture supplemental to and in
implementation of the Indenture, and the Indenture and this Second Supplemental
Indenture shall henceforth be read and construed together.

     SECTION 3.04.  Confirmation and Preservation of Indenture.  The
Indenture as reformed and supplemented by this Supplemental Indenture is in
all respects confirmed and preserved.

     SECTION 3.05.  Conflict with Trust Indenture Act.  If any provision of
this Second Supplemental Indenture limits, qualifies or conflicts with any

<PAGE>

provision of the Trust Indenture Act of 1939, as amended (the "Trust Indenture
Act"), that is required under the Trust Indenture Act to be part of and govern
any provision of this Second Supplemental Indenture, the provision of the Trust
Indenture Act shall control. If any provision of this Second Supplemental
Indenture modifies or excludes any provision of the Trust Indenture Act that may
be so modified or excluded, the provision of the Trust Indenture Act shall be
deemed to apply to the Indenture as so modified or to be excluded by this Second
Supplemental Indenture, as the case may be.

     SECTION 3.06. Severability. In case any provision in this Second
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

     SECTION 3.07. Headings. The Article and Section headings of this Second
Supplemental Indenture have been inserted for convenience of reference only, are
not to be considered a part of this Second Supplemental Indenture and shall in
no way modify or restrict any of the terms or provisions hereof.

     SECTION 3.08. Successors. All agreements of the Issuer and Guarantors in
this Second Supplemental Indenture shall bind their respective successors. All
agreements of the Trustee in this Second Supplemental Indenture shall bind its
successors.

     SECTION 3.09. Governing Law. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK
BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.

     SECTION 3.10.  Counterpart Originals.  The parties may sign any number
of copies of this Second Supplemental Indenture.  Each signed copy shall be
an original, but all of them together represent the same agreement.

     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and attested, as of the date first above written.

XEROX CORPORATION

                              By:  /s/ Gregory B. Tayler
                                   Name:    Gregory B. Tayler
                                   Titles:  Vice President & Treasurer

THE GUARANTORS:

                              VRN INC.

                              By:  /s/ Gregory B. Tayler
                                   Name:    Gregory B. Tayler
                                   Titles:  President & Treasurer

                              XEROX FINANCE, INC.

                              By:  /s/ Gregory B. Tayler
                                   Name:   Gregory B. Tayler
                                   Title:  President

<PAGE>

                              XEROX FINANCIAL SERVICES, INC.

                              By:  /s/ Gregory B. Tayler
                                   Name:    Gregory B. Tayler
                                   Titles:  Chairman & President

                              XEROX CAPITAL MANAGEMENT LLC
                                 By: Xerox Corporation, as sole member

                              By:  /s/ Gregory B. Tayler
                                   Name:   Gregory B. Tayler
                                   Titles: Vice President & Treasurer

                              XEROX INVESTMENT MANAGEMENT LLC
                                 By: Xerox Capital Management LLC,
                                        as sole member
                                     By: Xerox Corporation, as sole member

                              By: /s/ Gregory B. Tayler
                                  Name:    Gregory B. Tayler
                                  Titles:  Vice President & Treasurer

                              XEROX EXPORT, LLC
                                By: Xerox Corporation, as sole member

                              By:  /s/ Gregory B. Tayler
                                   Name:   Gregory B. Tayler
                                   Titles: Vice President & Treasurer

                              AMTX, INC.

                              By:  /s/ Ursula M. Burns
                                   Name:   Ursula M. Burns
                                   Titles: Chairman & President

                              XDI, INC.

                              By:  /s/ Ursula M. Burns
                                   Name:   Ursula M. Burns
                                   Title:  Chairman

                              BRADLEY COMPANY

                              By:  /s/ Steven Barrett
                                   Name:  Steven Barrett
                                   Title: Treasurer

<PAGE>

                              CARMEL VALLEY, INC.

                              By:  /s/ Thomas C. Little
                                   Name:   Thomas C. Little
                                   Titles: Chairman, President & Treasurer

                              INCONCERT, INC.

                              By:  /s/ Thomas C. Little
                                   Name:   Thomas C. Little
                                   Titles: President & Treasurer

                              LIVEWORKS, INC.

                              By:  /s/ Thomas C. Little
                                   Name:   Thomas C. Little
                                   Titles: President & Treasurer

                             UPPERCASE, INC.

                             By:  /s/ Thomas C. Little
                                  Name:   Thomas C. Little
                                  Titles: President & Treasurer

                             TERABANK SYSTEMS, INC.

                             By:  /s/ Thomas C. Little
                                  Name:   Thomas C. Little
                                  Title:  President

                             PIXELCRAFT, INC.

                             By: /s/ Herve Gallaire
                                  Name:   Herve Gallaire
                                  Titles: Chairman, President & Treasurer

                             INTELLIGENT ELECTRONICS, INC.

                             By: /s/ James Joyce
                                  Name:   James Joyce
                                  Title:  Chairman & President

                             INTELLINET, LTD.

                             By: /s/ James Joyce
                                  Name:   James Joyce
                                  Title:  Chairman & President

<PAGE>

                             RNTS, INC.

                             By: /s/ James Joyce
                                  Name:   James Joyce
                                  Title:  Chairman & President

                            XEROX CONNECT, INC.

                            By: /s/ James Joyce
                                Name:   James Joyce
                                Title:  Chairman & President

                            JEREMIAD CO.

                            By:  /s/ Timothy J. MacCarrick
                                 Name:  Timothy J. MacCarrick
                                 Title: President

                            SECURITIES INFORMATION CENTER, INC.

                            By: /s/ Martin S. Wagner
                                Name:  Martin S. Wagner
                                Title: President

                             XTENDED MEMORY SYSTEMS

                            By: /s/ Martin S. Wagner
                                Name:  Martin S. Wagner
                                Title: President

                           XEROX INTERNATIONAL REALTY
                                   CORPORATION

                            By:    /s/ David R. McLellan
                                   Name:  David R. McLellan
                                   Title: President

                            XEROX REALTY CORP. (CALIFORNIA)

                            By: /s/ David R. McLellan
                                Name:  David R. McLellan
                                Title: President

                            LANSDOWNE RESIDENTIAL LLC
                                 By:  Xerox Realty Corporation,
                                         as sole member

                            By: /s/ David R. McLellan
                                 Name:  David R. McLellan
                                 Titles: Chairman & President

<PAGE>

                            XRC REALTY CORP. WEST

                            By: /s/ David R. McLellan
                                Name:  David R. McLellan
                                Title: President

                            XEROX REALTY CORPORATION

                            By:  /s/ David R. McLellan
                                 Name:   David R. McLellan
                                 Titles: Chairman & President

                            LOW-COMPLEXITY MANUFACTURING
                               GROUP, INC.

                            By:  /s/ James J. Costello
                                 Name:  James J. Costello
                                 Title: Vice President

                            PALO ALTO RESEARCH CENTER
                                  INCORPORATED

                            By:  /s/ James J. Costello
                                 Name:  James J. Costello
                                 Title: Vice President

                            PAGECAM, INC.

                             By: /s/ Herve Gallaire
                                 Name:    Herve Gallaire
                                 Titles:  Vice President & Treasurer

                            XEROX COLORGRAFX SYSTEMS, INC.

                            By:  /s/ James J. Costello
                                 Name:   James J. Costello
                                 Titles: Chairman, President & Treasurer

                            XEROX IMAGING SYSTEMS, INC.

                            By:  /s/ James J. Costello
                                 Name:   James J. Costello
                                 Titles: Chairman, President & Treasurer

                            PACIFIC SERVICES AND DEVELOPMENT
                              CORPORATION

                            By: /s/ J. Terrance Daly

<PAGE>

                                Name:   J. Terrance Daly
                                Titles: President & Treasurer

                           TALEGEN HOLDINGS, INC.

                           By:   /s/ George J. Rachmiel
                                 Name:   George J. Rachmiel
                                 Titles: Chairman, President & Treasurer

                           TALEGEN PROPERTIES, INC.

                           By:   /s/ George J. Rachmiel
                                 Name:   George J. Rachmiel
                                 Titles: Chairman, President & Treasurer

                           VIA XEROX RELOCATION COMPANY, INC.

                           By:   /s/ D. E. Owens
                                 Name:  David E. Owens
                                 Title: President

                           XE HOLDINGS, INC.

                           By:   /s/ John Duerden
                                 Name:   John Duerden
                                 Titles: Chairman, President & Treasurer

                           XEROX COLOR PRINTING, INC.

                           By:   /s/ John W. Vester
                                 Name:  John W. Vester
                                 Title: Vice President

                           XEROX CREDIT CORPORATION

                           By:   /s/ John F. Rivera
                                 Name:   John F. Rivera
                                 Titles: Vice President & Treasurer

                           XEROX INTERNATIONAL JOINT
                              MARKETING, INC.

                           By:   /s/ James A. Firestone
                                 Name:  James A. Firestone
                                 Title: President

                           XEROX LATINAMERICAN HOLDINGS, INC.

                           By: /s/ Enrique Cervetti

<PAGE>

                                Name:    Enrique Cervetti
                                Titles:  President & Treasurer

                           XEROX REAL ESTATE SERVICES, INC.

                           By:  /s/ David L. Pierson
                                Name:  David L. Pierson
                                Title: President

                           IGHI, INC.

                           By:  /s/ Mark Sheivachman
                                Name:  Mark Sheivachman
                                Title: Treasurer

THE TRUSTEE:
                           WELLS FARGO BANK MINNESOTA,
                              NATIONAL ASSOCIATION

                           By:  /s/ Jane Y. Schweiger
                                Name:  Jane Y. Schweiger
                                Title: Assistant Vice President