Form of Seven Year Note


 Exhibit 4.3 
  
 Form of Seven Year Note 
  
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN. 
  
 TRANSFERS OF THIS GLOBAL NOTE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 
  
 (FACE OF NOTE) 
  
 XEROX
CORPORATION 
  
 7-1/8% SENIOR NOTE DUE 2010 
  

	No.                    	 	$                     

  
 Xerox Corporation, a
New York corporation (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to
                 or registered assigns, the principal sum of
                             U.S. Dollars on June 15, 2010, at the office or agency of the Company
referred to below, and to pay interest thereon from June 25, 2003, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually on June 15 and December 15 of each year, commencing December 15,
2003, at the rate of 7-1/8% per annum, until the principal hereof is paid or duly provided for, and (to the extent lawful) to pay on demand interest on any overdue interest at the rate borne by the Notes from the date on which such overdue interest
becomes payable to the date payment of such interest has been made or duly provided for. 
  
 The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is
registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and such Defaulted Interest, and (to the extent lawful) interest on such Defaulted Interest at the rate borne by the Notes, may be
paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in the Indenture. Interest on this Note shall be computed on the basis of a 360-day year of twelve 30-day months. 
  
 Payment of the principal of (and premium, if any), or interest on this Note will be made at the office or agency of the
Company maintained for that purpose in (which initially will be the office of the Trustee maintained at Sixth and Marquette, MAC N9 303-120, Minneapolis, MN 55479, or at such other office or agency of the Company as may be maintained for such
purpose, in such coin or currency of the United States of America as at the time of payment is 
  

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 legal tender for payment of public and private debts; provided, however, that payment of interest may be
made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register related to this Note. Notwithstanding the foregoing, payment of interest in respect of Notes
represented by Global Notes shall be made in accordance with procedures required by the Depositary. 
  
 Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place. 
  
 Unless the
certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

  
 IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed. 
  

	 Dated:
	 	 	 	 XEROX CORPORATION

					
	 	 	 	 	 	 	By:	 	  


	 	 	 	 	 	 	 Name:
	 	 
	 	 	 	 	 	 	 Title:
	 	 

  

					
	 	 	 	 	 	 	By:	 	  


	 	 	 	 	 	 	 Name:
	 	 
	 	 	 	 	 	 	 Title:
	 	 

  
 Certificate of Authentication, dated .

  
 This is one of the Notes referred to in the within-mentioned Indenture.

  
 WELLS FARGO BANK MINNESOTA, 
 National Association, as Trustee 
  

		
	 By:
	 	  


	 	 	 

  

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 (REVERSE OF NOTE) 
  

1. Indenture. This Note is one of a duly authorized issue of securities of the Company designated as its 7-1/8% Senior Notes due 2010 (herein
called the “Notes”), issued under an indenture (herein called the “Base Indenture”) dated as of June 25, 2003, between the Company and Wells Fargo Bank Minnesota, National Association, as trustee (herein called the
“Trustee,” which term includes any successor trustee under the Indenture), as supplemented by the supplemental indenture dated as of June 25, 2003 among the Company, the guarantors party thereto and the Trustee (the
“Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee and the Holders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. 
  
 Capitalized terms used herein but not otherwise defined herein shall have the
meaning assigned to such terms in the Indenture. 
  
 The terms of
the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the “TIA”), as in effect on the date of the Indenture.
Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of such terms. 
  
 No reference herein to the Indenture and no provisions of this Note or of the Indenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Note at the times, place, and rate, and in the coin or currency, herein prescribed. 
  
 2. Redemption. Except as set forth in this paragraph, the Notes are
not redeemable. 
  
 (a) The Company may, at any time and from time
to time, at its option, redeem the Outstanding Notes (in whole or in part) at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, on the Notes to the applicable redemption date, plus the
Make-Whole Premium; provided that in the case of any such redemption in part, at least 50% of the original principal amount of the Notes remains outstanding after giving effect to such redemption. The Company shall give not less than 30 nor
more than 60 days’ notice of such redemption. 
  
 The Trustee
shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. 
  
 In the event that the Company chooses to redeem less than all of the Notes,
selection of the Notes for redemption will be made by the Trustee either: 
  

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 (1) in compliance with the requirements of the principle national securities exchange, if
any, on which the Notes are listed; or, 
  
 (2)
if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate. 
  
 (b) In the case of any redemption of Notes, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the
Holders of such Notes, or one or more Predecessor Notes, of record at the close of business on the relevant Record Date referred to on the face hereof. Notes (or portions thereof) for whose redemption and payment provision is made in accordance with
the Indenture shall cease to bear interest from and after the Redemption Date. 
  
 (c) In the event of redemption of this Note in part only, a new Note or Notes for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. 
  
 3. Offers to Purchase. Sections 1106 and 1109 of the Supplemental
Indenture provide that upon the occurrence of a Change of Control and following certain Asset Sales, and subject to certain conditions and limitations contained therein, the Company shall make an offer to purchase all or a portion of the Notes in
accordance with the procedures set forth in the Indenture. 
  
 4.
Defaults and Remedies. If an Event of Default occurs and is continuing, the principal of and premium, if any, on all of the Outstanding Notes of this series, plus all accrued and unpaid interest, if any, to and including the date the Notes
are paid, may be declared due and payable in the manner and with the effect provided in the Indenture. 
  
 5. Defeasance. The Indenture contains provisions for defeasance at any time of (a) the entire Indebtedness of the Company on this Note and (b)
certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Note. 
  
 6. Amendment and Waivers. The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a
majority in aggregate principal amount of the Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Notes at the time Outstanding, on behalf of the Holders of
all the Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past Defaults or Events of Default under the Indenture and their consequences. Any such consent or waiver by or on behalf of the Holder of this
Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver
is made upon this Note. 
  

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 7. Denominations, Transfers and Exchanges. The Notes are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. 
  
 As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registerable on the applicable Security Register of the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company, maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 
  
 No service charge shall be made for any registration of transfer or exchange
of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 
  
 8. Persons Deemed Owners. Prior to and at the time of due presentment of this Note for registration of transfer, the Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary. 
  
 9. Unclaimed Money. If money
deposited with the Trustee or any applicable agent for the payment of principal of, premium, if any, or interest on, the Notes remains unclaimed for two years, the Trustee and such paying agent shall return the money to the Company. After that,
Holders entitled to the money must look to the Company for payment unless applicable abandoned property law designates another Person and all liability of the Trustee and such paying agent shall cease. Other than as set forth in this paragraph and
Section 1115 of the Supplemental Indenture, the Notes and the Indenture, respectively, do not provide for any periods for the escheatment of the payment of principal of, premium, if any, or interest on the Notes. 
  
 10. GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 
  
 The Company will furnish to any Holder of a Note upon written request and
without charge a copy of the Indenture. Requests may be made to: Xerox Corporation, 800 Long Ridge Road, Stamford, Connecticut 06904, Attention: Chief Financial Officer. 
  

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 ASSIGNMENT FORM 
  
 If you, the Holder, want to assign this Note, fill in the form below and have your signature guaranteed: 
  
 I or we assign and transfer this Note to 
  

  

	(Insert assignee’s social security or tax ID number)	 	  



  

  

  

 (Print or type assignee’s name, address and zip code) and irrevocably appoint 
  

  
 agent to
transfer this Note on the books of the Company. The agent may substitute another to act for such agent. 
  

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 OPTION OF HOLDER TO ELECT PURCHASE 
  
 If you wish to have this Note purchased by the Company pursuant to Section 1106 or 1109 of the Supplemental Indenture, check
the appropriate box: 
  

	 Section 1106
	 	Section 1109

  
 If you wish to have a
portion of this Note purchased by the Company pursuant to Section 1106 or 1109 of the Supplemental Indenture, state the amount: 
  
 $                     
  

					
	Date:    	 	  

	 	 	 	Your signature:	 	  


	 	 	 	 	 	 	 	 	(Sign exactly as your name appears on the other side of this Note)

  

					
	 	 	 	 	 	 	By:	 	  


	 	 	 	 	 	 	 	 	NOTICE: To be executed by an executive officer

  
 Signature Guarantee:
                                       
      
  

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