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                                                                  EXHIBIT 10 (d)

                                   MASTER NOTE

U.S. $2,250,000,000                                            November 20, 2001

FOR VALUE RECEIVED, Xerox Corporation, a New York corporation ("Xerox"), hereby
promises to pay to the order of Xerox Credit Corporation, a Delaware corporation
("XCC"), ON DEMAND, in lawful money of the United States of America, at such
place as XCC may from time to time designate to Xerox, the lesser of (i) the
principal sum of U.S. $2,250,000,000 or (ii) the aggregate unpaid principal
balance of all indebtedness of Xerox to XCC on account of loans from time to
time made by XCC to Xerox under this Master Note (each a "Loan" and collectively
the "Loans").

Xerox promises to pay interest on the unpaid principal amount of each Loan, from
the date of such Loan until the principal amount thereof is paid in full, at an
annual interest rate equal to the result of: adding the H.15 Two-Year Swap Rate
and H.15 Three-Year Swap Rate and dividing by two (2) and then adding 2.00% (200
basis points). Interest on outstanding principal of each Loan will be calculated
monthly (an "Interest Period") and payable quarterly on March 31, June 30,
September 30 and December 31 of each year (each an "Interest Payment Date") and
at the date of repayment, if not an Interest Payment Date. Interest will be
calculated on the basis of the actual number of days elapsed in a year of 360
days.

"H.15 Two-Year Swap Rate" means, with respect to an Interest Period for a Loan,
the rate which appears in the relevant H.15 Release under the heading "Interest
Rate Swaps", "H15I2Y 2-Year" and "Week Ending" immediately prior to publication
of such H.15 Release. "H.15 Three-Year Swap Rate" means, with respect to an
Interest Period for a Loan, the rate which appears in the relevant H.15 Release
under the heading "Interest Rate Swaps", "H15I3Y 3-Year" and "Week Ending"
immediately prior to publication of such H.15 Release. "H.15 Release" means the
weekly statistical release designated as such, or any successor publication,
published by the Federal Reserve System Board of Governors. The "relevant H.15
Release" for an Interest Period shall be the H.15 Release published on the
second to the last Monday of such Interest Period and the interest rate
calculated using such H.15 Release shall be applicable to the entire such
Interest Period. If the relevant H.15 Release for an Interest Period is not
published for any reason, then the interest rate applicable for such Interest
Period shall be the interest rate in effect for the immediately preceding
Interest Period. The interest rate in effect from time to time hereunder shall
be determined by XCC, whose determination of such rate shall be conclusive
absent manifest error.

If any Interest Payment Date or repayment date falls on a date which is not a
Business Day, then the payment(s) due on such date shall be due on the preceding
Business Day, with no adjustment to interest periods. For purposes of this
Master Note, a Business Day shall be any day other than a Saturday, Sunday or
other day on which commercial banks are required or authorized to close in New
York, New York.

Xerox may, at any time and from time to time, repay the outstanding principal
amount of the Loans, in whole or in part, together with accrued interest to the
date of such repayment on the principal amount prepaid. Amounts repaid under
this Master Note may be reborrowed, with the consent of XCC.

XCC is hereby authorized by Xerox to endorse on the schedule forming a part of
this Master Note appropriate notations evidencing the date and amount of

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each Loan, the monthly interest rate, the date and amount of each payment of
principal made by Xerox with respect to such Loan and the unpaid aggregate
principal amount of all the Loans. XCC is hereby authorized by Xerox to attach
to and make a part hereof a continuation of such schedule as and when required
pursuant to the terms of this Master Note. The information endorsed by XCC on
the schedule forming a part of this Master Note shall be prima facie evidence of
the matters covered thereby in the absence of manifest error; provided, however,
that the failure to endorse, or any error in endorsing, any such information on
such schedule shall not affect the obligation of Xerox hereunder to repay the
principal amount of each Loan made by XCC to Xerox and to pay accrued interest
thereon.

Any amount due to XCC under this Master Note that is not paid when due shall
bear interest at a rate per annum equal to the sum of the interest rate then in
effect with respect to such amount plus 2.00%. Such interest shall be computed
on the basis of the actual number of days elapsed in a year of 360 days and
shall be payable on demand.

This Master Note and the rights of XCC hereunder may not be assigned or
otherwise transferred without the prior written consent of Xerox.

The obligations of Xerox hereunder shall be governed by the laws of the State of
New York without regard to the principles of conflict of laws thereof (other
than General Obligations Law (S)5-1401).

IN WITNESS WHEREOF, the undersigned has executed this Master Note as of the date
first written above.

                                        XEROX CORPORATION

                                        By:  /s/ Gregory B. Tayler
                                             ---------------------------
                                             Name:  Gregory B. Tayler
                                             Title: Vice President and Treasurer


                           SCHEDULE

                   Aggregate                    Amount of
                   Outstanding       Interest   Principal   Notation
Date    Amount     Principal Amount  Rate       Repaid      Made By
----    ------     ----------------  --------   ---------   --------

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