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                                                                 Exhibit 4(h)(3)

                          REGISTRATION RIGHTS AGREEMENT

                          Dated as of January 17, 2002

                                      Among

                               XEROX CORPORATION,

                                   as Issuer,

                                       and

                         DEUTSCHE BANC ALEX. BROWN INC.,
                          J.P. MORGAN SECURITIES INC.,
               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
                           SALOMON SMITH BARNEY INC.,
                             ABN AMRO INCORPORATED,
                         BANC ONE CAPITAL MARKETS, INC.,
                             FLEET SECURITIES, INC.,
                           PNC CAPITAL MARKETS, INC.,
                      RBC DOMINION SECURITIES CORPORATION,
                                       and
                                UBS WARBURG LLC,
                              as Initial Purchasers

                    $600,000,000 9 3/4% Senior Notes due 2009

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                                TABLE OF CONTENTS

                                                                         Page

1.   Definitions                                                           1

2.   Exchange Offer                                                        5

3.   Shelf Registration                                                    9

4.   Additional Interest                                                  11

5.   Registration Procedures                                              13

6.   Registration Expenses                                                23

7.   Indemnification and Contribution                                     24

8.   Rules 144 and 144A                                                   28

9.   Underwritten Registrations                                           28

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10.  Miscellaneous                                                        28

                          REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this "Agreement") is dated as of January 17,
2002, among XEROX CORPORATION, a New York corporation, (the "Issuer"), and
DEUTSCHE BANC ALEX. BROWN INC., J.P. MORGAN SECURITIES INC., MERRILL LYNCH,
PIERCE, FENNER & SMITH INCORPORATED, SALOMON SMITH BARNEY INC., ABN AMRO
INCORPORATED, BANC ONE CAPITAL MARKETS, INC., FLEET SECURITIES, INC., PNC
CAPITAL MARKETS, INC., RBC DOMINION SECURITIES CORPORATION and UBS WARBURG LLC,
as initial purchasers (the "Initial Purchasers").

This Agreement is entered into in connection with the Purchase Agreement by and
among the Issuer and the Initial Purchasers, dated as of January 14, 2002 (the
"Purchase Agreement"), which provides for, among other things, the sale by the
Issuer to the Initial Purchasers of $600,000,000 aggregate principal amount of
the Issuer's 9 3/4% Senior Notes due 2009 (the "Notes"). In order to induce the
Initial Purchasers to enter into the Purchase Agreement, the Issuer has agreed
to provide the registration rights set forth in this Agreement for the benefit
of the Initial Purchasers and any subsequent holder or holders of the Notes. The
execution and delivery of this Agreement is a condition to the Initial
Purchasers' obligation to purchase the Notes under the Purchase Agreement.

The parties hereby agree as follows:

1.   Definitions

As used in this Agreement, the following terms shall have the following
meanings:

Additional Interest: See Section 4(a) hereof.

Advice: See the last paragraph of Section 5 hereof.

Agreement: See the introductory paragraphs hereto.

Applicable Period: See Section 2(b) hereof.

Business Day: Any day that is not a Saturday, Sunday or a day on which banking
institutions in New York are authorized or required by law to be closed.

Event Date: See Section 4 hereof.

Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and
regulations of the SEC promulgated thereunder.

Exchange Effectiveness Deadline: The 365th day after the Issue Date.

Exchange Filing Date: The date on which the Issuer files the Exchange Offer
Registration Statement with the SEC pursuant to Section 2 hereof.

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Exchange Filing Deadline: The 90th day after the Issue Date.

Exchange Notes: See Section 2(a) hereof.

Exchange Offer: See Section 2(a) hereof.

Exchange Offer Registration Statement: See Section 2(a) hereof.

Holder: Any holder of a Registrable Note or Registrable Notes.

Indenture: The Indenture, dated as of January 17, 2002, by and between the
Issuer and Wells Fargo Bank Minnesota, National Association, as Trustee,
pursuant to which the Notes are being issued, as amended or supplemented from
time to time in accordance with the terms thereof.

Information: See Section 5(o) hereof.

Initial Purchasers: See the introductory paragraphs hereto.

Initial Shelf Registration: See Section 3(a) hereof.

Inspectors: See Section 5(o) hereof.

Issue Date: January 17, 2002, the date of original issuance of the Notes.

Issuer: See the introductory paragraphs hereto.

NASD: See Section 5(s) hereof.

Notes: See the introductory paragraphs hereto.

Participant: See Section 7(a) hereof.

Participating Broker-Dealer: See Section 2(b) hereof.

Person: An individual, trustee, corporation, partnership, limited liability
company, joint stock company, trust, unincorporated association, union, business
association, firm or other legal entity.

Private Exchange: See Section 2(b) hereof.

Private Exchange Notes: See Section 2(b) hereof.

Prospectus: The prospectus included in any Registration Statement (including,
without limitation, any prospectus subject to completion and a prospectus that
includes any information previously omitted from a prospectus filed as part of
an effective registration statement in reliance upon Rule 430A under the
Securities Act, as amended or supplemented by any prospectus supplement, and all
other amendments and supplements to the Prospectus, including post- effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.

Purchase Agreement: See the introductory paragraphs hereof.

Records: See Section 5(o) hereof.

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Registrable Notes: Each Note upon its original issuance and at all times
subsequent thereto, each Exchange Note as to which Section 2(c)(iv) hereof is
applicable upon original issuance and at all times subsequent thereto and each
Private Exchange Note upon original issuance thereof and at all times subsequent
thereto, until, in each case, the earliest to occur of (i) a Registration
Statement (other than, with respect to any Exchange Note as to which Section
2(c)(iv) hereof is applicable, the Exchange Offer Registration Statement)
covering such Note, Exchange Note or Private Exchange Note has been declared
effective by the SEC and such Note, Exchange Note or such Private Exchange Note,
as the case may be, has been disposed of in accordance with such effective
Registration Statement, (ii) such Note has been exchanged pursuant to the
Exchange Offer for an Exchange Note or Exchange Notes that may be resold without
restriction under state and federal securities laws, (iii) such Note, Exchange
Note or Private Exchange Note, as the case may be, ceases to be outstanding for
purposes of the Indenture or (iv) such Note, Exchange Note or Private Exchange
Note, as the case may be, is resold in compliance with Rule 144 (as amended or
replaced) under the Securities Act or may be resold without restriction pursuant
to Rule 144(k) (as amended or replaced) under the Securities Act.

Registration Statement: Any registration statement of the Issuer that covers any
of the Notes, the Exchange Notes or the Private Exchange Notes filed with the
SEC under the Securities Act, including the Prospectus, amendments and
supplements to such registration statement, including post-effective amendments,
all exhibits, and all material incorporated by reference or deemed to be
incorporated by reference in such registration statement.

Rule 144: Rule 144 under the Securities Act.

Rule 144A: Rule 144A under the Securities Act.

Rule 405: Rule 405 under the Securities Act.

Rule 415: Rule 415 under the Securities Act.

Rule 424: Rule 424 under the Securities Act.

SEC: The U.S. Securities and Exchange Commission.

Securities Act: The Securities Act of 1933, as amended, and the rules and
regulations of the SEC promulgated thereunder.

Shelf Effectiveness Deadline: The Shelf Effectiveness Deadline shall be the
180th day after the delivery of a Shelf Notice; provided, that the Shelf
Effectiveness Deadline shall be no earlier than that Exchange Effectiveness
Deadline.

Shelf Effectiveness Period: See Section 3(a).

Shelf Filing Date: The date on which the Issuer files the Initial Shelf
Registration with the SEC pursuant to Section 3 hereof.

Shelf Filing Deadline: The Shelf Filing Deadline shall be the 90th day after
the delivery of a Shelf Notice.

Shelf Notice: See Section 2(c) hereof.

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Shelf Registration: See Section 3(b) hereof.

Shelf Registration Statement: Any Registration Statement relating to a Shelf
Registration.

Subsequent Shelf Registration: See Section 3(b) hereof.

TIA: The Trust Indenture Act of 1939, as amended.

Trustee: The trustee under the Indenture and the trustee (if any) under any
indenture governing the Exchange Notes and Private Exchange Notes.

Underwritten registration or underwritten offering: A registration in which
securities of the Issuer are sold to an underwriter for reoffering to the
public.

Except as otherwise specifically provided, all references in this Agreement to
acts, laws, statutes, rules, regulations, releases, forms, no-action letters and
other regulatory requirements (collectively, "Regulatory Requirements") shall be
deemed to refer also to any amendments thereto and all subsequent Regulatory
Requirements adopted as a replacement thereto having substantially the same
effect therewith; provided that Rule 144 shall not be deemed to amend or replace
Rule 144A.

2.   Exchange Offer

     (a) Unless the Exchange Offer would violate applicable law or any
applicable interpretation of the staff of the SEC, the Issuer shall use its
reasonable best efforts to file with the SEC, no later than the Exchange Filing
Deadline, a Registration Statement (the "Exchange Offer Registration Statement")
on an appropriate registration form with respect to a registered offer (the
"Exchange Offer") to exchange any and all of the Registrable Notes for a like
aggregate principal amount of debt securities of the Issuer (the "Exchange
Notes") that are identical in all material respects to the Notes, except that
(i) the Exchange Notes shall have been registered, contain no restrictive legend
thereon and, other than with respect to an Exchange Note as to which Section
2(c)(iv) hereof is applicable, do not contain any provisions relating to the
Additional Interest and (ii) interest thereon shall accrue from the last date on
which interest was paid on the Notes or, if no such interest has been paid, from
the Issue Date, and which are entitled to the benefits of the Indenture or a
trust indenture which is identical in all material respects to the Indenture
(other than such changes to the Indenture or any such identical trust indenture
as are necessary to comply with the TIA) and which, in either case, has been
qualified under the TIA. The Exchange Offer shall comply with all applicable
tender offer rules and regulations under the Exchange Act and other applicable
laws. The Issuer shall use its reasonable best efforts to (x) cause the Exchange
Offer Registration Statement to be declared effective under the Securities Act
on or before the Exchange Effectiveness Deadline; (y) keep the Exchange Offer
open for at least 20 Business Days (or longer if required by applicable law)
after the date that notice of the Exchange Offer is mailed to Holders; and (z)
consummate the Exchange Offer no later than the 395th day following the Issue
Date. Notwithstanding anything to the contrary in this Agreement, at any time,
the Issuer may delay the filing of the Exchange Offer Registration Statement or
delay or suspend the effectiveness thereof, for a reasonable period of time, but
not in excess of 45 days in any consecutive twelve-month period, if the Board of
Directors of the Issuer determine reasonably and in

<PAGE>

good faith that the filing of any such Exchange Offer Registration Statement or
the continuing effectiveness thereof would require the disclosure of non- public
material information that, in the reasonable judgment of the Board of Directors
of the Issuer, would be detrimental to the Issuer if so disclosed or would
otherwise materially adversely affect a financing, acquisition, disposition,
merger or other material transaction. For the avoidance of doubt,
notwithstanding the prior sentence, the Issuer shall remain obligated to pay
Additional Interest if and when required by Section 4 of this Agreement.

Each Holder (including, without limitation, each Participating Broker-Dealer)
who participates in the Exchange Offer will be required, as a condition to its
participation in the Exchange Offer, to represent to the Issuer in writing
(which may be contained in the applicable letter of transmittal) that: (i) any
Exchange Notes acquired in exchange for Registrable Notes tendered are being
acquired in the ordinary course of its business; (ii) at the time of the
commencement or consummation of the Exchange Offer neither such Holder nor, to
the actual knowledge of such Holder, any other Person receiving Exchange Notes
from such Holder has an arrangement or understanding with any Person to
participate in the distribution of the Exchange Notes in violation of the
provisions of the Securities Act; (iii) neither the Holder nor, to the actual
knowledge of such Holder, any other Person receiving Exchange Notes from such
Holder is an "affiliate" (as defined in Rule 405) of the Issuer or, if it is an
affiliate of the Issuer, it will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent applicable and will
provide information to be included in the Shelf Registration Statement in
accordance with Section 5 hereof in order to have its Notes included in the
Shelf Registration Statement and benefit from the provisions regarding
Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the
actual knowledge of such Holder, any other Person receiving Exchange Notes from
such Holder is engaging in or intends to engage in a distribution of the
Exchange Notes; and (v) if such Holder is a Participating Broker-Dealer, such
Holder has acquired the Registrable Notes as a result of market-making
activities or other trading activities and that it will comply with the
applicable provisions of the Securities Act (including, but not limited to, the
prospectus delivery requirements thereunder).

Upon consummation of the Exchange Offer in accordance with this Section 2, the
provisions of this Agreement shall continue to apply, mutatis mutandis, solely
with respect to Registrable Notes that are Private Exchange Notes, Exchange
Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by
Participating Broker-Dealers, and the Issuer shall have no further obligation to
register Registrable Notes (other than Private Exchange Notes and Exchange Notes
as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof.

No securities other than the Exchange Notes shall be included in the Exchange
Offer Registration Statement.

     (b) The Issuer shall include within the Prospectus contained in the
Exchange Offer Registration Statement a section entitled "Plan of Distribution,"
reasonably acceptable to the Initial Purchasers, which shall contain a summary
statement of the positions taken or policies made by the staff of the SEC with
respect to the potential "underwriter" status of any broker-dealer that is the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of Exchange
Notes received by such broker-dealer in the

<PAGE>

Exchange Offer (a "Participating Broker-Dealer"), which have been publicly
disseminated by the staff of the SEC. Such "Plan of Distribution" section shall
also expressly permit, to the extent permitted by applicable policies and
regulations of the SEC, the use of the Prospectus by all Persons subject to the
prospectus delivery requirements of the Securities Act, including, to the extent
permitted by applicable policies and regulations of the SEC, all Participating
Broker-Dealers, and include a statement describing the means by which
Participating Broker-Dealers may resell the Exchange Notes in compliance with
the Securities Act.

The Issuer shall use its reasonable best efforts to keep the Exchange Offer
Registration Statement effective and to amend and supplement the Prospectus
contained therein in order to permit such Prospectus to be lawfully delivered by
all Persons subject to the prospectus delivery requirements of the Securities
Act, in each case, for such period of time as is necessary to comply with
applicable law in connection with any resale of the Exchange Notes; provided,
however, that such period shall not be required to exceed 90 days after such
Exchange Offer Registration Statement is declared effective by the SEC or such
longer period if extended pursuant to the last paragraph of Section 5 hereof
(the "Applicable Period").

If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any
Notes acquired by them that have the status of an unsold allotment in the
initial distribution, the Issuer upon the request of the Initial Purchasers
shall simultaneously with the delivery of the Exchange Notes issue and deliver
to the Initial Purchasers, in exchange (the "Private Exchange") for such Notes
held by any such Holder, a like principal amount of notes (the "Private Exchange
Notes") of the Issuer that are identical in all material respects to the
Exchange Notes except for the placement of a restrictive legend on such Private
Exchange Notes. The Private Exchange Notes shall be issued pursuant to the same
indenture as the Exchange Notes. The Issuer shall use its reasonable best
efforts to cause the Private Exchange Notes to bear the same CUSIP number as the
Exchange Notes.

In connection with the Exchange Offer, the Issuer shall:

          (1) mail, or cause to be mailed, to each Holder of record entitled to
     participate in the Exchange Offer a copy of the Prospectus forming part of
     the Exchange Offer Registration Statement, together with an appropriate
     letter of transmittal and related documents;

          (2) use its reasonable best efforts to keep the Exchange Offer open
     for not less than 20 Business Days after the date that notice of the
     Exchange Offer is mailed to Holders (or longer if required by applicable
     law);

          (3) utilize the services of a depositary for the Exchange Offer with
     an address in the Borough of Manhattan, The City of New York;

          (4) permit Holders to withdraw tendered Notes at any time prior to the
     close of business, New York time, on the last Business Day on which the
     Exchange Offer remains open; and

          (5) otherwise comply in all material respects with all applicable
     laws, rules and regulations.

As soon as practicable after the close of the Exchange Offer and the Private

<PAGE>

Exchange, if any, the Issuer shall:

          (1) accept for exchange all Registrable Notes validly tendered and not
     validly withdrawn pursuant to the Exchange Offer and the Private Exchange,
     if any;

          (2) deliver to the Trustee for cancellation all Registrable Notes so
     accepted for exchange; and

          (3) cause the Trustee to authenticate and deliver promptly to each
     Holder of Notes, Exchange Notes or Private Exchange Notes, as the case may
     be, equal in principal amount to the Notes of such Holder so accepted for
     exchange; provided that, in the case of any Notes held in global form by a
     depositary, authentication and delivery to such depositary of one or more
     replacement Notes in global form in an equivalent principal amount thereto
     for the account of such Holders in accordance with the Indenture shall
     satisfy such authentication and delivery requirement.

The Exchange Offer and the Private Exchange shall not be subject to any
conditions, other than that (i) the Exchange Offer or Private Exchange, as the
case may be, does not violate applicable law or any applicable interpretation of
the staff of the SEC; (ii) no action or proceeding shall have been instituted or
threatened in any court or by any governmental agency which might materially
impair the ability of the Issuer to proceed with the Exchange Offer or the
Private Exchange, and no material adverse development shall have occurred in any
existing action or proceeding with respect to the Issuer; and (iii) all
governmental approvals shall have been obtained, which approvals the Issuer
deems necessary for the consummation of the Exchange Offer or Private Exchange.

The Exchange Notes and the Private Exchange Notes shall be issued under (i) the
Indenture or (ii) an indenture identical in all material respects to the
Indenture and which, in either case, has been qualified under the TIA or is
exempt from such qualification and shall provide that the Exchange Notes shall
not be subject to the transfer restrictions set forth in the Indenture. The
Indenture or such indenture shall provide that the Exchange Notes, the Private
Exchange Notes and the Notes shall vote and consent together on all matters as
one class and that none of the Exchange Notes, the Private Exchange Notes or the
Notes will have the right to vote or consent as a separate class on any matter.

     (c) If (i) because of any change in law or in currently prevailing
interpretations of the staff of the SEC, the Issuer is not permitted to effect
the Exchange Offer, (ii) the Exchange Offer with respect to Notes validly
tendered is not consummated within 395 days after the Issue Date, (iii) the
Initial Purchasers or any holder of Private Exchange Notes so requests in
writing to the Issuer at any time within 60 days after the consummation of the
Exchange Offer, or (iv) in the case of any Holder that participates in the
Exchange Offer, such Holder does not receive Exchange Notes on the date of the
exchange that may be sold without restriction under state and federal securities
laws (other than due solely to the status of such Holder as an affiliate of the
Issuer within the meaning of the Securities Act) and so notifies the Issuer
within 30 days after such Holder first becomes aware of such restrictions, in
the case of each of clauses (i) to and including (iv) of this sentence, then the
Issuer shall promptly deliver to the Holders and the Trustee written notice
thereof (the "Shelf

<PAGE>

Notice") and shall file a Shelf Registration pursuant to Section 3 hereof.

3.   Shelf Registration

If at any time a Shelf Notice is delivered as contemplated by Section 2(c)
hereof, then:

     (a) Shelf Registration. The Issuer shall as promptly as practicable after
the date of the Shelf Notice but in any case no later than the Shelf Filing
Deadline use its reasonable best efforts to file with the SEC a Registration
Statement for an offering to be made on a continuous basis pursuant to Rule 415
covering all of the Registrable Notes (the "Initial Shelf Registration"). The
Initial Shelf Registration shall be on Form S-1 or another appropriate form
permitting registration of such Registrable Notes for resale by Holders in the
manner or manners designated by them (including, without limitation, one or more
underwritten offerings). The Issuer shall not permit any securities other than
the Registrable Notes to be included in the Initial Shelf Registration or any
Subsequent Shelf Registration (as defined below).

The Issuer shall use its reasonable best efforts to cause the Initial Shelf
Registration to be declared effective under the Securities Act on or prior to
the Shelf Effectiveness Deadline and to keep the Initial Shelf Registration
continuously effective under the Securities Act until the date that is two years
from the Issue Date or such shorter period ending when all Registrable Notes
covered by the Initial Shelf Registration have been sold in the manner set forth
and as contemplated in the Initial Shelf Registration or, if applicable, a
Subsequent Shelf Registration (the "Shelf Effectiveness Period"); provided,
however, that the Shelf Effectiveness Period in respect of the Initial Shelf
Registration shall be extended to the extent required to permit dealers to
comply with the applicable prospectus delivery requirements of Rule 174 under
the Securities Act and as otherwise provided herein and shall be subject to
reduction to the extent that the applicable provisions of Rule 144(k) are
amended or revised to reduce the two year holding period set forth therein.
Notwithstanding anything to the contrary in this Agreement, at any time, the
Issuer may delay the filing of any Initial Shelf Registration Statement or delay
or suspend the effectiveness thereof, for a reasonable period of time, but not
in excess of an aggregate of 90 days in any consecutive twelve month period (a
"Shelf Suspension Period"), if the Board of Directors of the Issuer determine
reasonably and in good faith that the filing of any such Initial Shelf
Registration Statement or the continuing effectiveness thereof would require the
disclosure of non-public material information that, in the reasonable judgment
of the Board of Directors of the Issuer, would be detrimental to the Issuer if
so disclosed or would otherwise materially adversely affect a financing,
acquisition, disposition, merger or other material transaction.

     (b) Withdrawal of Stop Orders; Subsequent Shelf Registrations. If the
Initial Shelf Registration or any Subsequent Shelf Registration ceases to be
effective for any reason at any time during the Shelf Effectiveness Period
(other than because of the sale of all of the Notes registered thereunder), the
Issuer shall use its reasonable best efforts to obtain the prompt withdrawal of
any order suspending the effectiveness thereof, and in any event shall within 45
days of such cessation of effectiveness use its reasonable best efforts to amend
such Shelf Registration Statement in a manner to obtain the withdrawal of the
order suspending the effectiveness thereof, or use its reasonable best efforts
to file an additional Shelf

<PAGE>

Registration Statement pursuant to Rule 415 covering all of the Registrable
Notes covered by and not sold under the Initial Shelf Registration or an earlier
Subsequent Shelf Registration (each, a "Subsequent Shelf Registration"). If a
Subsequent Shelf Registration is filed, the Issuer shall use its reasonable best
efforts to cause the Subsequent Shelf Registration to be declared effective
under the Securities Act as soon as practicable after such filing and to keep
such subsequent Shelf Registration continuously effective for a period equal to
the number of days in the Shelf Effectiveness Period less the aggregate number
of days during which the Initial Shelf Registration or any Subsequent Shelf
Registration was previously continuously effective. As used herein the term
"Shelf Registration" means the Initial Shelf Registration and any Subsequent
Shelf Registration.

     (c) Supplements and Amendments. The Issuer shall promptly supplement and
amend the Shelf Registration if required by the rules, regulations or
instructions applicable to the registration form used for such Shelf
Registration, if required by the Securities Act, or if reasonably requested by
the Holders of a majority in aggregate principal amount of the Registrable Notes
(or their counsel) covered by such Registration Statement with respect to the
information included therein with respect to one or more of such Holders, or if
reasonably requested by any underwriter of such Registrable Notes with respect
to the information included therein with respect to such underwriter.

4.   Additional Interest

     (a) The Issuer and the Initial Purchasers agree that the Holders will
suffer damages if the Issuer fails to fulfill its obligations under Section 2 or
Section 3 hereof and that it would not be feasible to ascertain the extent of
such damages with precision. Accordingly, the Issuer agrees to pay, as
liquidated damages, additional interest on the Notes ("Additional Interest")
under the circumstances and to the extent set forth below (each of which shall
be given independent effect):

          (i) if (A) the Exchange Offer Registration Statement has not been
     filed on or prior to the Exchange Filing Deadline or (B) the Issuer is
     required to file the Initial Shelf Registration Statement and such Initial
     Shelf Registration Statement has not been filed on or before the Shelf
     Filing Deadline, then commencing on the day after (x) the Exchange Filing
     Deadline in the case of clause (A), and (y) the Shelf Filing Deadline in
     the case of clause (B), Additional Interest shall accrue on the principal
     amount of the Notes at a rate of 0.25% per annum for the first 90 days
     immediately following the Exchange Filing Deadline or the Shelf Filing
     Deadline, as the case may be, and such Additional Interest subsequent
     90-day period; or

          (ii) if (A) the Exchange Offer Registration Statement has not been
     declared effective by the SEC on or prior to the Exchange Effectiveness
     Deadline or (B) the Issuer is required to file the Initial Shelf
     Registration Statement and such Initial Shelf Registration Statement has
     not been declared effective by the SEC on or prior to the Shelf
     Effectiveness Deadline, then commencing on the day after (x) the Exchange
     Effectiveness Deadline in the case of clause (A), and (y) the Shelf
     Effectiveness Deadline in the case of clause (B), Additional Interest shall
     accrue on the principal amount of the Notes at a rate of 0.25% per annum
     for the first 90 days immediately following the day after the Exchange
     Effectiveness Deadline or the Shelf Effectiveness

<PAGE>

     Deadline, as the case may be, and such Additional Interest rate shall
     increase by an additional 0.25% per annum at the beginning of each
     subsequent 90-day period; or

          (iii) if (A) the Issuer has not exchanged Exchange Notes for all Notes
     validly tendered in accordance with the terms of the Exchange Offer on or
     prior to the 395th day after the Issue Date or (B) if applicable, a Shelf
     Registration has been declared effective and such Effectiveness Period,
     then Additional Interest shall accrue on the principal amount of the Notes
     at a rate of 0.25% per annum for the first 90 days commencing on the (x)
     395th day after the Issue Date, in the case of (A) above, or (y) the day
     such Shelf Registration ceases to be effective in the case of (B) above,
     and such Additional Interest rate shall increase by an additional 0.25% per
     annum at the beginning of each such subsequent 90-day period;

provided, however, that the Additional Interest rate on the Notes may not accrue
under more than one of the foregoing clauses (i) - (iii) at any one time and at
no time shall the aggregate amount of additional interest accruing exceed in the
aggregate 0.50% per annum; provided, further, however, that (1) upon the filing
of the applicable Exchange Offer Registration Statement or the Initial Shelf
Registration as required hereunder (in the case of clause (i) above of this
Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration
Statement or the Initial Shelf Registration Statement as required hereunder (in
the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of the
Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this
Section 4(a)), or upon the effectiveness of the applicable Shelf Registration
Statement which had ceased to remain effective or upon the effectiveness of a
Subsequent Shelf Registration Statement, as the case may be, (in the case of
(iii)(B) of this Section 4(a)), Additional Interest on the Notes in respect of
which such events relate as a result of such clause (or the relevant subclause
thereof, as the case may be) shall cease to accrue. Upon the occurrence of the
events described in Section 4(a)(i), 4(a)(ii) or 4(a)(iii), so long as the Notes
are listed on the Luxembourg Stock Exchange and the rules of such exchange so
require, the Company shall provide a notice in a leading newspaper having
general circulation in Luxembourg (which is expected to be the Luxemburg Wort)
describing such event giving rise to the obligation to pay liquidated damages.
Notwithstanding any other provision of this Section 4, the Issuer shall not be
obligated to pay Additional Interest provided in Sections 4(a)(i)(B),
4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by this
Agreement.

     (b) The Issuer shall notify the Trustee within two Business Days after each
and every date on which an event occurs in respect of which Additional Interest
is required to be paid (an "Event Date"). Any amounts of Additional Interest due
pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable
in cash semiannually on each January 15 and July 15 (to the Holders of record on
the January 1 and July 1 immediately preceding such dates), commencing with the
first such date occurring after any such Additional Interest commences to
accrue. The amount of Additional Interest will be determined by multiplying the
applicable Additional Interest rate by the principal amount of the Registrable
Notes, multiplied by a fraction, the numerator of which is the number of days
such Additional Interest rate was applicable during such period (determined on
the basis of a 360 day year comprised of twelve 30 day months and, in the case
of a partial month, the actual number of days elapsed), and the denominator of
which is 360.

<PAGE>

5.   Registration Procedures

In connection with the filing of any Registration Statement pursuant to Section
2 or 3 hereof, the Issuer shall use its reasonable best efforts to effect such
registrations to permit the sale of the securities covered thereby in accordance
with the intended method or methods of disposition thereof, and pursuant thereto
and in connection with any Registration Statement filed by the Issuer hereunder
the Issuer shall use its reasonable best efforts to:

     (a) Prepare and file with the SEC prior to the applicable filing date a
Registration Statement or Registration Statements as prescribed by Section 2 or
3 hereof, and to cause each such Registration Statement to become effective and
remain effective as provided herein; provided, however, that if (1) such filing
is pursuant to Section 3 hereof or (2) a Prospectus contained in the Exchange
Offer Registration Statement filed pursuant to Section 2 hereof is required to
be delivered under the Securities Act by any Participating Broker-Dealer who
seeks to sell Exchange Notes during the Applicable Period relating thereto from
whom the Issuer has received written notice that it will be a Participating
Broker-Dealer in the Exchange Offer, then before filing any Shelf Registration
Statement or Prospectus or any amendments or supplements thereto (not including
documents that would be incorporated or deemed to be incorporated therein by
reference), the Issuer shall furnish to and afford the Holders of the
Registrable Notes covered by such Shelf Registration Statement (with respect to
a Registration Statement filed pursuant to Section 3 hereof) or each such
Participating Broker-Dealer (with respect to any such Exchange Offer
Registration Statement), as the case may be, their counsel and the managing
underwriters, if any, a reasonable opportunity to review copies of all such
documents (including copies of any documents to be incorporated by reference
therein and all exhibits thereto) proposed to be filed (in each case at least
two Business Days prior to such filing), and the Holders of the Registrable
Notes covered by such Shelf Registration Statement and such Participating
Broker-Dealers, as the case may be, shall have the opportunity to object to any
information pertaining to such Persons and their plan of distribution that is
contained therein and the Issuer will make the corrections reasonably requested
by such Persons prior to filing any such Registration Statement, Prospectus or
any amendment or supplement thereto; provided, however, that the Issuer shall
not be required to afford any such Person an opportunity to review a copy of any
amendments or supplements to such Shelf Registration Statement or Prospectus
which are made solely as a result of any filing by the Issuer of reports
required to be filed pursuant to the Exchange Act.

     (b) Prepare and file with the SEC such amendments and post-effective
amendments to each Shelf Registration Statement or Exchange Offer Registration
Statement, as the case may be, as may be necessary to keep such Registration
Statement continuously effective for the Shelf Effectiveness Period, the
Applicable Period or until consummation of the Exchange Offer, as the case may
be; cause the related Prospectus to be supplemented by any prospectus supplement
required by applicable law, and as so supplemented to be filed pursuant to Rule
424; and comply with the provisions of the Securities Act and the Exchange Act
applicable to it with respect to the disposition of all securities covered by
such Registration Statement as so amended or in such Prospectus as so
supplemented and with respect to the subsequent resale of any securities being
sold by an Participating Broker- Dealer covered by any such Prospectus. The
Issuer shall be deemed not to have

<PAGE>

used its reasonable best efforts to keep a Registration Statement effective if
the Issuer voluntarily takes any action that would result in selling Holders of
the Registrable Notes covered thereby or Participating Broker- Dealers seeking
to sell Exchange Notes not being able to sell such Registrable Notes or such
Exchange Notes during that period unless such action is required by applicable
law or permitted by this Agreement.

     (c) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or
(2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period relating thereto from whom the Issuer has received written
notice that it will be a Participating Broker-Dealer in the Exchange Offer, then
notify the selling Holders of Registrable Notes (with respect to such Shelf
Registration Statement filed pursuant to Section 3 hereof), or each such
Participating Broker-Dealer (with respect to any such Registration Statement),
as the case may be, their counsel and the managing underwriters, if any,
promptly (but in any event within two Business Days after becoming aware
thereof), and confirm such notice in writing, (i) when a Prospectus or any
Prospectus supplement or post-effective amendment has been filed, and, with
respect to a Registration Statement or any post-effective amendment, when the
same has become effective under the Securities Act (including in such notice a
written statement that any Holder may, upon request, obtain, at the sole expense
of the Issuer, one conformed copy of such Registration Statement or
post-effective amendment including financial statements and schedules, documents
incorporated or deemed to be incorporated by reference and exhibits), (ii) of
the issuance by the SEC of any stop order suspending the effectiveness of such
Registration Statement or of any order preventing or suspending the use of any
preliminary prospectus or the initiation of any proceedings for that purpose,
(iii) if at any time when a prospectus is required by the Securities Act to be
delivered in connection with sales of the Registrable Notes or resales of
Exchange Notes by Participating Broker-Dealers the representations and
warranties of the Issuer contained in any agreement (including any underwriting
agreement) contemplated by Section 5(n) hereof cease to be true and correct,
(iv) of the receipt by the Issuer of any notification with respect to the
suspension of the qualification or exemption from qualification of such
Registration Statement or any of the Registrable Notes or the Exchange Notes to
be sold by any Participating Broker-Dealer for offer or sale in any
jurisdiction, or the initiation or threatening of any proceeding for such
purpose, (v) of the happening of any event, the existence of any condition or
any information becoming known that makes any statement made in such
Registration Statement or related Prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect or
that requires the making of any changes in or amendments or supplements to such
Registration Statement, Prospectus or documents so that, in the case of the
Registration Statement, it will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, and that in the case of
the Prospectus, it will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading, and (vi) of the Issuer's determination that a
post-effective amendment to a Registration Statement would be appropriate.

     (d) Prevent the issuance of any order suspending the effectiveness of a

<PAGE>

Registration Statement or of any order preventing or suspending the use of a
Prospectus or suspending the qualification (or exemption from qualification) of
any of the Registrable Notes or the Exchange Notes to be sold by any
Participating Broker-Dealer, for sale in any jurisdiction, and, if any such
order is issued, to obtain the withdrawal of any such order at the earliest
practicable moment.

     (e) If a Shelf Registration Statement is filed pursuant to Section 3 and if
requested during the Effectiveness Period by the managing underwriter or
underwriters (if any), the Holders of a majority in aggregate principal amount
of the Registrable Notes being sold in connection with an underwritten offering
or any Participating Broker-Dealer, (i) as promptly as practicable incorporate
in a prospectus supplement or post-effective amendment such information as the
managing underwriter or underwriters (if any), such Holders, any Participating
Broker-Dealer or counsel for any of them reasonably requests to be included
therein, (ii) make all required filings of such prospectus supplement or such
post-effective amendment as soon as practicable after the Issuer has received
notification of the matters to be incorporated in such prospectus supplement or
post-effective amendment, and (iii) supplement or make amendments to such
Registration Statement.

     (f) If (1) a Shelf Registration Statement is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered under
the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period, furnish to each selling Holder of
Registrable Notes (with respect to a Registration Statement filed pursuant to
Section 3 hereof) and to each such Participating Broker-Dealer who so requests
(with respect to any such Registration Statement) and to their respective
counsel and each managing underwriter, if any, at the sole expense of the
Issuer, one conformed copy of the Registration Statement or Registration
Statements and each post-effective amendment thereto, including financial
statements and schedules, and, if requested, all documents incorporated or
deemed to be incorporated therein by reference and all exhibits.

     (g) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or
(2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, deliver to each selling Holder of Registrable Notes (with
respect to a Registration Statement filed pursuant to Section 3 hereof), or each
such Participating Broker-Dealer (with respect to any such Registration
Statement), as the case may be, their respective counsel, and the underwriters,
if any, at the sole expense of the Issuer, as many copies of the Prospectus or
Prospectuses (including each form of preliminary prospectus) and each amendment
or supplement thereto and any documents incorporated by reference therein as
such Persons may reasonably request; and, subject to the last paragraph of this
Section 5, the Issuer hereby consents to the use of such Prospectus and each
amendment or supplement thereto by each of the selling Holders of Registrable
Notes or each such Participating Broker-Dealer, as the case may be, and the
underwriters or agents, if any, and dealers, if any, in connection with the
offering and sale of the Registrable Notes covered by, or the sale by
Participating Broker-Dealers of the Exchange Notes pursuant to, such Prospectus
and any amendment or supplement thereto.

<PAGE>

     (h) Prior to any public offering of Registrable Notes pursuant to a Shelf
Registration Statement or any delivery of a Prospectus contained in the Exchange
Offer Registration Statement by any Participating Broker-Dealer who seeks to
sell Exchange Notes during the Applicable Period, to register or qualify, and to
cooperate with the selling Holders of Registrable Notes or each such
Participating Broker-Dealer, as the case may be, the managing underwriter or
underwriters, if any, and their respective counsel in connection with the
registration or qualification (or exemption from such registration or
qualification) of such Registrable Notes for offer and sale under the securities
or Blue Sky laws of such jurisdictions within the United States as any selling
Holder, Participating Broker-Dealer, or the managing underwriter or underwriters
reasonably request in writing; provided, however, that where Exchange Notes held
by Participating Broker-Dealers or Registrable Notes are offered other than
through an underwritten offering, the Issuer agrees to cause its counsel to
perform Blue Sky investigations and file registrations and qualifications
required to be filed pursuant to this Section 5(h), keep each such registration
or qualification (or exemption therefrom) effective during the period such
Registration Statement is required to be kept effective and do any and all other
acts or things reasonably necessary or advisable to enable the disposition in
such jurisdictions of the Exchange Notes held by Participating Broker-Dealers or
the Registrable Notes covered by the applicable Registration Statement;
provided, however, that the Issuer shall not be required to (A) qualify
generally to do business in any jurisdiction where it is not then so qualified,
(B) take any action that would subject it to general service of process in any
such jurisdiction where it is not then so subject or (C) subject itself to
taxation in excess of a nominal dollar amount in any such jurisdiction where it
is not then so subject.

     (i) If a Shelf Registration is filed pursuant to Section 3 hereof,
cooperate with the selling Holders of Registrable Notes and the managing
underwriter or underwriters, if any, to facilitate the timely preparation and
delivery of certificates representing Registrable Notes to be sold, which
certificates shall not bear any restrictive legends and shall be in a form
eligible for deposit with The Depository Trust Company; and enable such
Registrable Notes to be in such denominations (subject to applicable
requirements contained in the Indenture) and registered in such names as the
managing underwriter or underwriters, if any, or Holders may request.

     (j) Cause the Registrable Notes covered by the Registration Statement to be
registered with or approved by such other governmental agencies or authorities
as may be necessary to enable the seller or sellers thereof or the underwriter
or underwriters, if any, to consummate the disposition of such Registrable
Notes, except as may be required solely as a consequence of the nature of such
selling Holder's business, in which case the Issuer will cooperate in all
reasonable respects with the filing of such Registration Statement and the
granting of such approvals.

     (k) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or
(2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, upon the occurrence of any event contemplated by
paragraph 5(c)(v) or 5(c)(vi) hereof, as promptly as practicable prepare and
(subject to Section 5(a) hereof) file with the SEC, at the sole expense of the
Issuer, a supplement or post-effective amendment to the Registration Statement
or a supplement to the related Prospectus or

<PAGE>

any document incorporated or deemed to be incorporated therein by reference, or
file any other required document so that, as thereafter delivered to the
purchasers of the Registrable Notes being sold thereunder (with respect to a
Registration Statement filed pursuant to Section 3 hereof) or to the purchasers
of the Exchange Notes to whom such Prospectus will be delivered by a
Participating Broker-Dealer (with respect to any such Registration Statement),
any such Prospectus will not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading.

     (l) Cause the Registrable Notes covered by a Registration Statement or the
Exchange Notes, as the case may be, to be rated with the appropriate rating
agencies, if so requested by the Holders of a majority in aggregate principal
amount of Registrable Notes covered by such Registration Statement or the
Exchange Notes, as the case may be, or the managing underwriter or underwriters,
if any.

     (m) Prior to the effective date of the first Registration Statement
relating to the Registrable Notes, (i) provide the Trustee with certificates for
the Registrable Notes in a form eligible for deposit with The Depository Trust
Company and (ii) provide a CUSIP number for the Registrable Notes.

     (n) In connection with any underwritten offering of Registrable Notes
pursuant to a Shelf Registration, enter into an underwriting agreement as is
customary in underwritten offerings of debt securities similar to the Notes, and
take all such other actions as are reasonably requested by the managing
underwriter or underwriters in order to expedite or facilitate the registration
or the disposition of such Registrable Notes and, in such connection, (i) make
such representations and warranties to, and covenants with, the underwriters
with respect to the business of the Issuer (including any acquired business,
properties or entity, if applicable), and the Registration Statement, Prospectus
and documents, if any, incorporated or deemed to be incorporated by reference
therein, in each case, as are customarily made by issuers to underwriters in
underwritten offerings of debt securities similar to the Notes, and confirm the
same in writing if and when requested; (ii) obtain the written opinions of
counsel to the Issuer, and written updates thereof in form, scope and substance
reasonably satisfactory to the managing underwriter or underwriters, addressed
to the underwriters covering the matters customarily covered in opinions
reasonably requested in underwritten offerings; (iii) obtain "cold comfort"
letters and updates thereof in form, scope and substance reasonably satisfactory
to the managing underwriter or underwriters from the independent certified
public accountants of the Issuer (and, if necessary, any other independent
certified public accountants of the Issuer, or of any business acquired by the
Issuer, for which financial statements and financial data are, or are required
to be, included or incorporated by reference in the Registration Statement),
addressed to each of the underwriters, such letters to be in customary form and
covering matters of the type customarily covered in "cold comfort" letters in
connection with underwritten offerings of debt securities similar to the Notes;
and (iv) if an underwriting agreement is entered into, the same shall contain
indemnification provisions and procedures no less favorable to the sellers and
underwriters, if any, than those set forth in Section 7 hereof (or such other
provisions and procedures reasonably acceptable to Holders of a majority in
aggregate principal amount of Registrable Notes covered by such Registration
Statement and the managing underwriter or underwriters or agents, if any). The
above shall be done at each closing

<PAGE>

under such underwriting agreement, or as and to the extent required thereunder.

     (o) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or
(2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, make available for inspection by any Initial Purchaser,
any selling Holder of such Registrable Notes being sold (with respect to a
Registration Statement filed pursuant to Section 3 hereof), or each such
Participating Broker-Dealer, as the case may be, any underwriter participating
in any such disposition of Registrable Notes, if any, and any attorney,
accountant or other agent retained by any such selling Holder or each such
Participating Broker-Dealer (with respect to any such Registration Statement),
as the case may be, or underwriter (any such Initial Purchasers, Holders,
Participating Broker-Dealers, underwriters, attorneys, accountants or agents,
collectively, the "Inspectors"), upon written request, at the offices where
normally kept, during reasonable business hours, all pertinent financial and
other records, pertinent corporate documents and instruments of the Issuer and
subsidiaries of the Issuer (collectively, the "Records"), as shall be reasonably
necessary to enable them to exercise any applicable due diligence
responsibilities, and cause the officers, directors and employees of the Issuer
and any of its subsidiaries to supply all information ("Information") reasonably
requested by any such Inspector in connection with such due diligence
responsibilities. Each Inspector shall agree in writing that it will keep the
Records and Information confidential and that it will not disclose any of the
Records or Information that the Issuer determines, in good faith, to be
confidential and notifies the Inspectors in writing are confidential unless (i)
the disclosure of such Records or Information is necessary to avoid or correct a
misstatement or omission in such Registration Statement or Prospectus, (ii) the
release of such Records or Information is ordered pursuant to a subpoena or
other order from a court of competent jurisdiction, (iii) disclosure of such
Records or Information is necessary or advisable, in the opinion of counsel for
any Inspector, in connection with any action, claim, suit or proceeding,
directly or indirectly, involving or potentially involving such Inspector and
arising out of, based upon, relating to, or involving this Agreement or the
Purchase Agreement, or any transactions contemplated hereby or thereby or
arising hereunder or thereunder, or (iv) the information in such Records or
Information has been made generally available to the public other than as a
result of a disclosure or failure to safeguard by such Inspector or an
"affiliate" (as defined in Rule 405) thereof; provided, however, that prior
notice shall be provided as soon as practicable to the Issuer of the potential
disclosure of any information by such Inspector pursuant to clauses (i) or (ii)
of this sentence to permit the Issuer to obtain a protective order (or waive the
provisions of this paragraph (o)) and that such Inspector shall take such
actions as are reasonably necessary to protect the confidentiality of such
information (if practicable) to the extent such action is otherwise not
inconsistent with, an impairment of or in derogation of the rights and interests
of the Holder or any Inspector.

     (p) Provide an indenture trustee for the Registrable Notes or the Exchange
Notes, as the case may be, and cause the Indenture or the trust indenture
provided for in Section 2(a) hereof, as the case may be, to be qualified under
the TIA not later than the effective date of the first Registration Statement
relating to the Registrable Notes; and in connection therewith, cooperate with
the trustee under any such indenture and the

<PAGE>

Holders of the Registrable Notes, to effect such changes (if any) to such
indenture as may be required for such indenture to be so qualified in accordance
with the terms of the TIA; and execute, and use its reasonable best efforts to
cause such trustee to execute, all documents as may be required to effect such
changes, and all other forms and documents required to be filed with the SEC to
enable such indenture to be so qualified in a timely manner.

     (q) Comply with all applicable rules and regulations of the SEC and make
generally available to its securityholders with regard to any applicable
Registration Statement, a consolidated earnings statement satisfying the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or
any similar rule promulgated under the Securities Act) no later than 45 days
after the end of any fiscal quarter (or 90 days after the end of any 12-month
period if such period is a fiscal year) (i) commencing at the end of any fiscal
quarter in which Registrable Notes are sold to underwriters in a firm commitment
or best efforts underwritten offering and (ii) if not sold to underwriters in
such an offering, commencing on the first day of the first fiscal quarter of the
Company, after the effective date of a Registration Statement, which statements
shall cover said 12-month periods.

     (r) Upon consummation of the Exchange Offer or a Private Exchange, obtain
an opinion of counsel to the Issuer, in a form customary for underwritten
transactions, addressed to the Trustee for the benefit of all Holders of
Registrable Notes participating in the Exchange Offer or the Private Exchange,
as the case may be, that the Exchange Notes or Private Exchange Notes, as the
case may be, and the related indenture constitute legal, valid and binding
obligations of the Issuer, enforceable against the Issuer in accordance with
their respective terms, subject to customary exceptions and qualifications. If
the Exchange Offer or a Private Exchange is to be consummated, upon delivery of
the Registrable Notes by Holders to the Company (or to such other Person as
directed by the Company), in exchange for the Exchange Notes or the Private
Exchange Notes, as the case may be, the Issuer shall mark, or cause to be
marked, on such Registrable Notes that such Registrable Notes are being
cancelled in exchange for the Exchange Notes or the Private Exchange Notes, as
the case may be; in no event shall such Registrable Notes be marked as paid or
otherwise satisfied.

     (s) Cooperate with each seller of Registrable Notes covered by any
Registration Statement and each underwriter, if any, participating in the
disposition of such Registrable Notes and their respective counsel in connection
with any filings required to be made with the National Association of Securities
Dealers, Inc. (the "NASD").

     (t) Take all other steps necessary to effect the registration of the
Exchange Notes and/or Registrable Notes covered by a Registration Statement
contemplated hereby.

     (u) So long as the Notes are listed on the Luxembourg Stock Exchange and
the rules of such exchange so require, notify the Luxembourg Stock Exchange in
the case of any increase in the rate of interest on the securities and publish a
notice regarding any increase in the rate of interest on the Notes in a leading
newspaper having general circulation in Luxembourg (which is expected to be the
Luxemburg Wort).

     (v) So long as the Notes are listed on the Luxembourg Stock Exchange and
the rules of such exchange so require, provide a notice in a leading

<PAGE>

newspaper having general circulation in Luxembourg (which is expected to be the
Luxemburg Wort) indicating the terms and effectiveness of the Exchange Offer
Registration Statement.

     (w) So long as the Notes are listed on the Luxembourg Stock Exchange and
the rules of such exchange so require, prior to the Exchange Offer, (i) notify
the Luxembourg Stock Exchange of its intention to commence the Exchange Offer;
(ii) provide a notice in a leading newspaper having general circulation in
Luxembourg (which is expected to be the Luxemburg Wort) indicating the
procedures to be followed in connection with the Exchange Offer; (iii) notify
the Luxembourg Stock Exchange of the results of the Exchange Offer; and (iv)
provide a notice in a leading newspaper having general circulation in Luxembourg
(which is expected to be the Luxemburg Wort) indicating the results of the
Exchange Offer.

     (x) So long as the Notes are listed on the Luxembourg Stock Exchange and
the rules of such exchange so require, in the event that definitive Exchange
Notes are to be issued to the Holders in connection with the Exchange Offer, (i)
make copies of the Exchange Offer documentation available to the Holders at the
specified offices of the applicable paying and transfer agent in Luxembourg and
conduct any Exchange Offer in accordance with the terms and procedures set forth
in such Exchange Offer documentation and (ii) appoint an exchange agent in
Luxembourg where the Holders of the definitive Notes will be able to tender for
exchange their definitive Notes.

The Issuer may require each seller of Registrable Notes as to which any
registration is being effected to furnish to the Issuer such information
regarding such seller and the distribution of such Registrable Notes as the
Issuer may, from time to time, reasonably request. The Issuer may exclude from
such registration the Registrable Notes of any seller so long as such seller
fails to furnish such information within a reasonable time after receiving such
request. Notwithstanding Section 4, such seller shall not be entitled to
Additional Interest with respect to their Registrable Notes solely by reason of
such seller's failure to furnish such information. Each seller as to which any
Shelf Registration is being effected agrees to furnish promptly to the Issuer
all information required to be disclosed in order to make the information
previously furnished to the Issuer by such seller not materially misleading.

If any such Registration Statement refers to any Holder by name or otherwise as
the holder of any securities of the Company, then such Holder shall have the
right to require (i) the insertion therein of language, in form and substance
reasonably satisfactory to such Holder, to the effect that the holding by such
Holder of such securities is not to be construed as a recommendation by such
Holder of the investment quality of the securities covered thereby and that such
holding does not imply that such Holder will assist in meeting any future
financial requirements of the Company, or (ii) in the event that such reference
to such Holder by name or otherwise is not required by the Securities Act or any
similar federal statute then in force, the deletion of the reference to such
Holder in any amendment or supplement to the Registration Statement filed or
prepared subsequent to the time that such reference ceases to be required.

Each Holder of Registrable Notes and each Participating Broker-Dealer agrees by
its acquisition of such Registrable Notes or Exchange Notes to be sold by such
Participating Broker-Dealer, as the case may be, that, upon actual receipt of
any notice from the Company of the happening of any event of the

<PAGE>

kind described in Section 5(c)(ii), 5(c)(iv), 5(c)(v), or 5(c)(vi) hereof, such
Holder will forthwith discontinue disposition of such Registrable Notes covered
by such Registration Statement or Prospectus or Exchange Notes to be sold by
such Holder or Participating Broker-Dealer, as the case may be, until such
Holder's or Participating Broker-Dealer's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 5(k) hereof, or until
it is advised in writing (the "Advice") by the Issuer that the use of the
applicable Prospectus may be resumed, and has received copies of any amendments
or supplements thereto. In the event that the Issuer shall give any such notice,
each of the Applicable Period and the Effectiveness Period shall be extended by
the number of days during such periods from and including the date of the giving
of such notice to and including the date when each seller of Registrable Notes
covered by such Registration Statement or Exchange Notes to be sold by such
Participating Broker-Dealer, as the case may be, shall have received (x) the
copies of the supplemented or amended Prospectus contemplated by Section 5(k)
hereof or (y) the Advice.

6.   Registration Expenses

All fees and expenses incident to the performance of or compliance with this
Agreement by the Issuer shall be borne by the Issuer, whether or not the
Exchange Offer Registration Statement or any Shelf Registration Statement is
filed or becomes effective or the Exchange Offer is consummated, including,
without limitation, (i) all registration and filing fees (including, without
limitation, (A) fees with respect to filings required to be made with the NASD
in connection with an underwritten offering and (B) fees and expenses of
compliance with state securities or Blue Sky laws (including, without
limitation, fees and disbursements of counsel in connection with Blue Sky
qualifications of the Registrable Notes or Exchange Notes and determination of
the eligibility of the Registrable Notes or Exchange Notes for investment under
the laws of such jurisdictions (x) where the holders of Registrable Notes are
located, in the case of the Exchange Notes, or (y) as provided in Section 5(h)
hereof, in the case of Registrable Notes or Exchange Notes to be sold by a
Participating Broker-Dealer during the Applicable Period)), (ii) printing
expenses, including, without limitation, expenses of printing certificates for
Registrable Notes or Exchange Notes in a form eligible for deposit with The
Depository Trust Company and of printing prospectuses if the printing of
prospectuses is reasonably requested by the managing underwriter or
underwriters, if any, by the Holders of a majority in aggregate principal amount
of the Registrable Notes included in any Registration Statement or in respect of
Registrable Notes or Exchange Notes to be sold by any Participating
Broker-Dealer during the Applicable Period, as the case may be, (iii) messenger,
telephone and delivery expenses, (iv) fees and disbursements of counsel for the
Issuer and, in the case of a Shelf Registration, reasonable fees and
disbursements of one special counsel for all of the sellers of Registrable Notes
(exclusive of any counsel retained pursuant to Section 7 hereof), (v) fees and
disbursements of all independent certified public accountants referred to in
Section 5(n)(iii) hereof (including, without limitation, the expenses of any
"cold comfort" letters required by or incident to such performance), (vi)
Securities Act liability insurance, if the Issuer desires such insurance, (vii)
fees and expenses of all other Persons retained by the Issuer, (viii) internal
expenses of the Issuer (including, without limitation, all salaries and expenses
of officers and employees of the Issuer performing legal or accounting duties),
(ix) the expense of any annual audit, (x) any fees and expenses incurred in
connection with the listing of the securities to be registered on any securities
exchange, and the obtaining of a rating of the securities, in each case, if

<PAGE>

applicable, (xi) the expenses relating to printing, word processing and
distributing all Registration Statements, underwriting agreements, indentures
and any other documents necessary in order to comply with this Agreement, and
(xii) all fees and expenses incurred in connection with the listing of the Notes
and Exchange Notes on the Luxembourg Stock Exchange.

7.   Indemnification and Contribution.

     (a) The Issuer agrees to indemnify and hold harmless each Holder of
Registrable Notes and each Participating Broker-Dealer selling Exchange Notes
during the Applicable Period and each person, if any, who controls any such
person within the meaning of Section 15 of the Act or Section 20 of the Exchange
Act (each, a "Participant") to the extent and in the manner set forth in clauses
(i), (ii) and (iii) below:

          (i) against any and all loss, liability, claim, damage and expense
     whatsoever, as incurred, resulting from any untrue statement or alleged
     untrue statement of a material fact contained in any Registration Statement
     (or any amendment thereto) or Prospectus (as amended or supplemented if the
     Issuer shall have furnished any amendments or supplements thereto) or any
     preliminary prospectus, or the omission or alleged omission therefrom of a
     material fact necessary in order to make the statements therein, in the
     case of a Prospectus, in light of circumstances under which they were made,
     not misleading;

          (ii) against any and all loss, liability, claim, damage and expense
     whatsoever, as incurred, to the extent of the aggregate amount by any
     governmental agency or body, commenced or threatened, or of any claim
     whatsoever based upon any such untrue statement or omission, or any such
     alleged untrue statement or omission; provided that (subject to Section
     7(d) below) any such settlement is effected with the written consent of the
     Issuer; and

          (iii) against any and all expense whatsoever, as incurred (including
     the reasonable fees and disbursements of counsel chosen by the
     Participants), reasonably incurred in investigating, preparing or defending
     against any litigation, or any investigation or proceeding by any
     governmental agency or body, commenced or threatened, or any claim
     whatsoever based upon any such untrue statement or omission, or any such
     alleged untrue statement or omission, to the extent that any such expense
     is not paid under (i) or (ii) above;

provided, however, that (A) this indemnity agreement shall not apply to any
loss, liability, claim, damage or expense of a Participant to the extent arising
out of any untrue statement or omission or alleged untrue statement or omission
made in reliance upon and in conformity with written information pertaining to
such Participant furnished to the Issuer by such Participant expressly for use
in such Registration Statement (or any amendment thereto) or Prospectus (as
amended or supplemented if the Issuer shall have furnished any amendments or
supplements thereto) or any preliminary prospectus and (B) the Issuer shall not
be liable to any Holder of Registrable Notes with respect to any preliminary
prospectus forming part of a Shelf Registration Statement if the final
Prospectus forming a part of such Shelf Registration Statement corrected any
such untrue statement or omission, was delivered to such Holder of Registrable
Notes (sufficiently in advance of the written confirmation of the sale of the
Registrable Notes and in sufficient quantity to allow for distribution in
advance of such written confirmation) and such

<PAGE>

Holder failed to furnish a copy of such Prospectus to the applicable purchaser.

     (b) Each Participant agrees, severally and not jointly, to indemnify and
hold harmless the Issuer, the directors and officers of the Issuer, and each
person, if any, who controls the Issuer within the meaning of Section 15 of the
Act or Section 20 of the Exchange Act against any and all loss, liability,
claim, damage and expense described in the indemnity contained in subsection (a)
of this Section, as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in any Registration
Statement (or any amendment thereto) or Prospectus (as amended or supplemented
if the Issuer shall have furnished any amendments or supplements thereto) or any
preliminary prospectus in reliance upon and in conformity with written
information pertaining to such Participant furnished to the Issuer by such
Participant expressly for use in such Registration Statement (or any amendment
thereto), Prospectus (as amended or supplemented if the Issuer shall have
furnished any amendments or supplements thereto) or preliminary prospectus.

     (c) Each indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying party of any action commenced against it in
respect of which indemnity may be sought hereunder, but failure to so notify an
indemnifying party shall not relieve such indemnifying party from any liability
hereunder to the extent it is not materially prejudiced as a result thereof and
in any event shall not relieve it from any liability which it may have otherwise
than on account of this indemnity agreement. In the case of parties indemnified
pursuant to Section 7(a) above, counsel to the indemnified parties shall be
selected by the Participants who sold a majority in interest of the Registrable
Notes and Exchange Notes sold by all such Participants, and, in the case of
parties indemnified pursuant to Section 7(b) above, counsel to the indemnified
parties shall be selected by the Issuer. An indemnifying party may participate
at its own expense in the defense of any such action; provided, however, that
counsel to the indemnifying party shall not (except with the consent of the
indemnified party) also be counsel to the indemnified party. If it so elects
within a reasonable time after receipt of such notice, an indemnifying party,
jointly with any other indemnifying parties receiving such notice, may assume
the defense of such action with counsel chosen by it and which counsel is
reasonably acceptable to the indemnified parties defendant in such action,
unless such indemnified parties reasonably object to such assumption on the
ground that there may be legal defenses available to them which are different
from or in addition to those available to such indemnifying party. In no event
shall the indemnifying parties be liable for fees and expenses of more than one
counsel (in addition to any local counsel) separate from their own counsel for
all indemnified parties in connection with any one action or separate but
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances. No indemnifying party shall, without the
prior written consent of the indemnified parties, settle or compromise or
consent to the entry of any judgment with respect to any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever in respect of which indemnification or
contribution could be sought under this Section 7 (whether or not the
indemnified parties are actual or potential parties thereto), unless such
settlement, compromise or consent (i) includes an unconditional release of each
indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by

<PAGE>

or on behalf of any indemnified party.

     (d) If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 7(a) effected without its
written consent if (i) such settlement is entered into more than 45 days after
receipt by such indemnifying party of the aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such settlement at
least 30 days prior to such settlement being entered into, and (iii) such
indemnifying party shall not have reimbursed such indemnified party in
accordance with such request prior to the date of such settlement, unless the
indemnifying party shall in good faith contest the reasonableness of such fees
and expenses (but only to the extent so contested) or the entitlement of the
indemnified person to indemnification under the terms of this Section 7.

     (e) If the indemnification provided for this Section 7 is for any reason
unavailable to or insufficient to hold harmless an indemnified party in respect
of any losses, liabilities, claims, damages or expenses referred to therein,
then each indemnifying party shall contribute to the aggregate amount of such
losses, liabilities, claims, damages and expenses incurred by such indemnified
party, as incurred, (i) in such proportion as is appropriate to reflect the
relative benefits received by the Issuer on the one hand and the Participants on
the other hand from the offering of the Notes or (ii) if the allocation provided
by clause (i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Issuer on the one hand and of the
Participants on the other hand in connection with the statements or omissions
which resulted in such losses, liabilities, claims, damages or expenses, as well
as any other relevant equitable considerations.

The relative benefits received by the Issuer on the one hand and any Participant
on the other hand shall be deemed to be in the same respective proportions as
the total net proceeds from the offering of the Notes (before deducting
expenses) received by the Issuer and the total gross profit received by such
Participant in connection with the sale of the Notes, bear to the aggregate
initial offering price of the Notes.

The relative fault of the Issuer on the one hand and any Participant on the
other hand shall be determined by reference to, among other things, whether any
such untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by the
Issuer or by such Participant and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.

The Issuer and any Participant agree that it would not be just and equitable if
contribution pursuant to this Section 7 were determined by pro rata allocation
or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 7. The aggregate
amount of losses, liabilities, claims, damages and expenses incurred by an
indemnified party and referred to above in this Section 7 shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.

<PAGE>

Notwithstanding the provisions of this Section 7, no Participant shall be
required to contribute any amount in excess of the amount by which the total net
profit received by such Participant exceeds the amount of any damages which such
Participant has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.

No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.

For purposes of this Section 7, each person, if any, who controls a Participant
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act
shall have the same rights to contribution as such Participant, and each officer
and director of the Issuer and each person, if any, who controls the Issuer
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act
shall have the same rights to contribution as the Issuer.

The Participants' respective obligations to contribute pursuant to this Section
7 are several and not joint.

8.   Rules 144 and 144A

The Issuer covenants and agrees that it will file the reports required to be
filed by it under the Securities Act and the Exchange Act and the rules and
regulations adopted by the SEC thereunder in a timely manner in accordance with
the requirements of the Securities Act and the Exchange Act and, if at any time
the Issuer is not required to file such reports, the Issuer will, upon the
request of any Holder or beneficial owner of Registrable Notes, make available
such information necessary to permit sales pursuant to Rule 144A. The Issuer
further covenants and agrees, for so long as any Registrable Notes remain
outstanding that it will take such further action as any Holder of Registrable
Notes may reasonably request, all to the extent required from time to time to
enable such holder to sell Registrable Notes without registration under the
Securities Act within the limitation of the exemptions provided by Rule 144(k)
under the Securities Act and Rule 144A.

9.   Underwritten Registrations

If any of the Registrable Notes covered by any Shelf Registration are to be sold
in an underwritten offering, the investment banker or investment bankers and
manager or managers that will manage the offering will be selected by the
Holders of a majority in aggregate principal amount of such Registrable Notes
included in such offering and shall be reasonably acceptable to the Issuer.

No Holder of Registrable Notes may participate in any underwritten registration
hereunder unless such Holder (a) agrees to sell such Holder's Registrable Notes
on the basis provided in any underwriting arrangements approved by the Persons
entitled hereunder to approve such arrangements and (b) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents required under the terms of such underwriting arrangements.

10.  Miscellaneous

     (a) No Inconsistent Agreements. The Issuer has not, as of the date hereof,
and the Issuer shall not, after the date of this Agreement, enter

<PAGE>

into any agreement with respect to any of its securities that is inconsistent
with the rights granted to the Holders of Registrable Notes in this Agreement or
otherwise conflicts with the provisions hereof. The Issuer will not enter into
any agreement with respect to any of their securities which will grant to any
Person piggy-back registration rights with respect to any Registration
Statement.

     (b) Adjustments Affecting Registrable Notes. The Issuer shall not, directly
or indirectly, take any action with respect to the Registrable Notes as a class
that would adversely affect the ability of the Holders of Registrable Notes to
include such Registrable Notes in a registration undertaken pursuant to this
Agreement.

     (c) Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, otherwise than with the prior written
consent of (I) the Issuer and (II) (A) the Holders of not less than a majority
in aggregate principal amount of the then outstanding Registrable Notes and (B)
in circumstances that would adversely affect the Participating Broker-Dealers,
the Participating Broker-Dealers holding not less than a majority in aggregate
principal amount of the Exchange Notes held by all Participating Broker-Dealers;
provided, however, that Section 7 and this Section 10(c) may not be amended,
modified or supplemented without the prior written consent of each Holder and
each Participating Broker-Dealer (including any person who was a Holder or
Participating Broker-Dealer of Registrable Notes or Exchange Notes, as the case
may be, disposed of pursuant to any Registration Statement) affected by any such
amendment, modification or supplement. Notwithstanding the foregoing, a waiver
or consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders of Registrable Notes whose
securities are being sold pursuant to a Registration Statement and that does not
directly or indirectly affect, impair, limit or compromise the rights of other
Holders of Registrable Notes may be given by Holders of at least a majority in
aggregate principal amount of the Registrable Notes being sold pursuant to such
Registration Statement.

     (d) Notices. All notices and other communications (including, without
limitation, any notices or other communications to the Trustee) provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, next-day air courier or facsimile:

          (i) if to a Holder of the Registrable Notes or any Participating
     Broker-Dealer, at the most current address of such Holder or Participating
     Broker-Dealer, as the case may be, set forth on the records of the
     registrar under the Indenture, with a copy in like manner to the Initial
     Purchasers as follows:

          Deutsche Banc Alex. Brown Inc. Merrill Lynch, Pierce, Fenner & Smith
          Incorporated Salomon Smith Barney Inc. ABN Amro Incorporated Banc One
          Capital Markets, Inc. Fleet Securities, Inc. PNC Capital Markets, Inc.

          RBC Dominion Securities Corporation UBS Warburg LLC c/o Deutsche Banc
          Alex Brown Inc. 225 Franklin Street 25th Floor Boston, MA 02110
          Facsimile No.: (617) 217 6100 Attention: Corporate Finance

          -and-

<PAGE>

          J.P. Morgan Securities Inc. 270 Park Avenue New York, New York 10017
          Facsimile No.: (212) 270 5567 Attention: Corporate Finance

          with a copy to:

          Cahill Gordon & Reindel 80 Pine Street New York, New York 10005
          Facsimile No.: (212) 269-5420 Attention: Michael A. Becker, Esq.

          (ii) if to the Initial Purchasers, at the address specified in Section
     10(d)(i);

          (iii) if to the Issuer, at the address as follows:

          Xerox Corporation 800 Long Ridge Road Stamford, Connecticut 06904
          Facsimile No.: (203) 968 3446 Attention: Martin S. Wagner, Assistant
          Secretary and Associate General Counsel

          with a copy to:

          Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York,
          New York 10036 Attention: Phyllis G. Korff

All such notices and communications shall be deemed to have been duly given:
when delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; one Business Day after being
timely delivered to a next-day air courier; and when receipt is acknowledged by
the addressee, if sent by facsimile.

Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address and in the manner specified in such Indenture.

     (e) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties hereto,
the Holders and the Participating Broker-Dealers; provided, however, that
nothing herein shall be deemed to permit any assignment, transfer or other
disposition of Registrable Notes in violation of the terms of the Purchase
Agreement or the Indenture.

     (f) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

     (g) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

     (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW THAT WOULD REQUIRE THE APPLICATION OF ANY OTHER
LAW.

     (i) Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions,

<PAGE>

covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared
to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

     (j) Notes Held by the Issuer or Its Affiliates. Whenever the consent or
approval of Holders of a specified percentage of Registrable Notes is required
hereunder, Registrable Notes held by the Issuer or its affiliates (as such term
is defined in Rule 405 under the Securities Act) shall not be counted in
determining whether such consent or approval was given by the Holders of such
required percentage.

     (k) Third-Party Beneficiaries. Holders of Registrable Notes and
Participating Broker-Dealers are intended third-party beneficiaries of this
Agreement, and this Agreement may be enforced by such Persons.

     (l) Entire Agreement. This Agreement, together with the Purchase Agreement
and the Indenture, is intended by the parties as a final and exclusive statement
of the agreement and understanding of the parties hereto in respect of the
subject matter contained herein and therein and any and all prior oral or
written agreements, representations, or warranties, contracts, understandings,
correspondence, conversations and memoranda between the Holders on the one hand
and the Issuer on the other, or between or among any agents, representatives,
parents, subsidiaries, affiliates, predecessors in interest or successors in
interest with respect to the subject matter hereof and thereof are merged herein
and replaced hereby.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

XEROX CORPORATION


By:
Name:
Title:

The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.

DEUTSCHE BANC ALEX. BROWN INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
SALOMON SMITH BARNEY INC.
ABN AMRO INCORPORATED
BANC ONE CAPITAL MARKETS, INC.
FLEET SECURITIES, INC.
PNC CAPITAL MARKETS, INC.
RBC DOMINION SECURITIES CORPORATION UBS WARBURG LLC

<PAGE>

By:  DEUTSCHE BANC ALEX. BROWN INC.


By:

Name:
Title:


J.P. MORGAN SECURITIES INC.


By:

Name:
Title: