EXHIBIT 10(J)

                               XEROX CORPORATION

                     CONTRIBUTORY LIFE INSURANCE PROGRAM

                                  AS AMENDED
                             AS OF JANUARY 1, 1999


The purpose of the Contributory Life Insurance Program is to provide life
insurance benefits to a select group of management employees who contribute
materially to the continued growth, development, and future business of Xerox
Corporation.

                                  Article I

                                 Definitions

For the purposes hereof, unless otherwise required by the context, the
following phrases or terms shall have the following meanings:

1.0   "Administrator" shall mean the Vice President of the Company having
responsibility for human resource matters or his or her designee. The
Administrator will manage and administer the Plan in accordance with the
provisions of Article IX of this Plan.

1.1   "Beneficiary" shall mean the person(s), trust(s), or the estate of a
Participant, entitled to receive any benefits under this Plan upon the death of
a Participant.

1.2   "Beneficiary Designation" shall mean the form approved by the Insurer
which shall be utilized by a Participant to designate a Beneficiary under the
Insurance Policy.

1.3   "Change of Beneficiary" shall mean the form adopted from time to time by
the Administrator for use under this Plan, acceptable to the Insurer, which
shall be utilized by a Participant to change his or her Beneficiary.

1.4   "Company" shall mean Xerox Corporation.

1.5  "Employee" shall mean any person who is in the regular full time
employment of the Company as determined by the personnel policies of the
Company.

1.6   "Insurer" shall mean the insurance company selected by the Administrator
to which both the Participant and the Company will apply for insurance on the
Participant's life.

1.7   "Insurance Policy" shall mean a life insurance contract issued by the
Insurer on the life of the Participant.

1.8   "Participant" shall mean an Employee who is eligible to participate and
elects to participate in this Plan as provided in Article II hereof.

1 9  "Plan" shall mean the Contributory Life Insurance Program of Xerox
Corporation, which shall be evidenced by this instrument and by each Plan
Agreement.

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1.10  "Plan Agreement" shall mean the form of written agreement, adopted from
time to time by the Administrator for use under this Plan, which is entered
into by and between the Company and a Participant.

1.11  "Termination Date" shall mean the later of (i) the date a Participant
attains age 65, or (ii) the date a Participant has participated in the Plan for
fifteen (15) years except as otherwise provided in Section 5.

                                  Article II

                          Eligibility and Membership

2.0   The following Employees in executive pay groups of the Company shall be
eligible to participate in the Plan if:

      (a)   they are actively employed by the Company on or after July 1,
            1989; or

      (b)   they were actively employed by the Company on January 1, 1989
            and retired on or before July 1, 1989; or

      (c)   they were actively employed by the Company on January 1, 1989,
            are receiving salary continuance as of July 1, 1989, and became
            eligible for retirement under the terms of the Company's
            Retirement Income Guarantee Plan between January 1, 1989 and
            July 1, 1989.

Eligible individuals may elect to participate in this Plan but are not required
to do so.

2.1   Inpatriates and foreign nationals are not eligible for participation in
the Plan.

2.2   Participants who met the requirements for eligibility at the time they
elected to participate and who subsequently remain as active employees but do
not remain in executive pay groups are still eligible to participate in the
Plan.

2.3   As a condition of participation, each eligible individual shall complete,
execute, and return to the Administrator a Plan Agreement in the form approved
by the Administrator and will comply with such further conditions as may be
established by and in the sole discretion of the Administrator.

2.4   Once a Participant has terminated participation in the Plan, he or she
may not again become eligible to participate in the Plan.

                                 Article Ill

                       Procurement of Insurance Policy

3.0   The Company and the Participant shall apply to the Insurer for an
Insurance Policy on such Participant's life in the amount approved by the
Administrator and specified in the Participant's Plan Agreement. The
Participant shall:

      (A)   furnish such information as the Insurer may require,

      (B)   take such physical examinations as may be requested, and

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      (C)   do any other act to comply with the underwriting and policy
            issuance requirements which may reasonably be requested by the
            Insurer.

3.1   If a Participant does not cooperate in the securing of such insurance, or
if he or she is for any reason unable to obtain insurance in the specified
amount on his or her life, the Company shall have no further obligation to
Participant under the Plan and such Participant's Plan Agreement shall
terminate.

3.2   The Company and the Participant shall be the owners of any Insurance
Policy acquired on Participant's life. Their respective interests in the
Insurance Policy shall be as they are set forth in this Plan, the Participant's
Plan Agreement and the Insurance Policy.

3.3   The Company shall have no obligation of any nature whatsoever to a
Participant under this Plan or Plan Agreement, if the circumstances of the
Participant's death preclude payment of death proceeds under the Insurance
Policy.

3.4   The amount of premium due annually from the Participant hereunder shall
be an amount equal to the Insurer's current published premium rate for annually
renewable term insurance for standard risks based on the Participant's age
multiplied by the Participant's amount of coverage. Participants then currently
actively employed by the Company shall pay such required premium to the Company
through equal after-tax payroll deductions withheld from each Participant's
compensation during the applicable tax year. A Participant not actively
employed by the Company at the date a premium payment is due but who have
elected under Section 5.0 hereof to continue participation in the Plan shall
pay his or her premium directly to the Company. On or before the due date of
each Insurance Policy premium, or within the grace period provided therein, the
Company shall forward to the Insurer the Participant's premium as well as the
balance of the premium then due.

                                  Article IV

                                 Beneficiary

4.0   The Participant shall designate his or her Beneficiary to receive
benefits under the Plan in a separate Beneficiary Designation form approved by
the Insurer. If more than one Beneficiary is named, the shares and the
preference of each shall be indicated.

4.1   The Company and the Participant shall execute a Beneficiary Designation
on forms approved by the Administrator. It shall limit the rights of the
Participant's designated Beneficiary to the amount of the death benefit
proceeds specified in Schedule B of his or her Plan Agreement with the balance
payable to the Company. Such Beneficiary Designation shall not be terminated,
altered or amended by the Company, without the express written consent of the
Participant. The Company and the Participant shall take all action necessary to
cause such Beneficiary Designation to conform to the provisions of this Plan
and Plan Agreement.

4.2   Participants shall have the right to change their Beneficiary(s) at any
time by submitting a new Beneficiary Designation form to the Company. In order
to become effective such new form shall be executed by both the Participant and
the Company.

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   No change in Beneficiary shall be effective until acknowledged in writing by
the Insurer.

4.4   Any payment made by the Insurer in accordance with the most recent
Beneficiary Designation form filed with the Company and the Insurer shall fully
discharge the Insurer from all further obligations with respect to such
payment.

4.5   The Beneficiary may elect any settlement option under the Insurance
Policy of his or her portion of the death benefit proceeds and the Company
agrees to coexecute and deliver to the Insurer the necessary forms to elect the
requested settlement options.

                                  Article V

        Interest of Company and the Participant in the Insurance Policy
                      During the Participant's Lifetime

5.0   Unless otherwise extended by mutual consent of the Company and the
Participant, a Participant's Plan Agreement shall terminate at the Termination
Date. In the event the Participant's employment with the Company terminates
prior to the Termination Date, Participants who are eligible to retire under
the Company's Retirement Income Guarantee Plan shall have the right to continue
the Plan Agreement until the Termination Date, provided that the Participant
continues to make his or her required premiums under Section 3.4. In the event
that the Participant's employment with the Company terminates prior to the
Termination Date and the Participant is not eligible to retire under the
Company's Retirement Income Guarantee Plan, the Participant's Plan Agreement
shall terminate.

5.1   At the termination of the Plan Agreement, the Company shall have the
unqualified right to the cash surrender value of an Insurance Policy in an
amount equal to the amount of cumulative premiums paid by the Company with
respect to such Insurance Policy. The Company shall also be entitled to an
amount equal to one-half of the cash surrender value of the Insurance Policy in
excess of the cumulative premiums paid as of December 31, 1998 (the "Excess
Amount"). The Excess Amount shall not exceed the amount specified in accordance
with Schedule A hereto.

5.2   At the termination of the Plan Agreement, the Participant shall be
entitled to the cash surrender value of the Insurance Policy in excess of the
amount payable to the Company in accordance with Section 5.1 above, and all
other policy rights not otherwise ceded to the Company. The Participant agrees
that he or she will not deal with the Insurance Policy other than in a manner
expressly provided for in this Plan and the Participant's Plan Agreement until
after the Participant's Plan Agreement is terminated.

5.3   While the Plan Agreement is in force, the Company may borrow either
directly or indirectly against each Insurance Policy or repledge its collateral
security interest in it for an amount not exceeding its interest. While the
Plan Agreement is in force, the Participant may not borrow either directly or
indirectly against his or her Insurance Policy or pledge his or her interest in
the Insurance Policy.

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                                  Article VI

                            Retention of Services

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

                                  Article VII

           Termination. Amendment. Modification or Supplement of Plan

7.0   The Company reserves the right to terminate this Plan.

7.1   The Company reserves the right to totally or partially amend, modify or
supplement this Plan at any time. Any amendment, modification or supplement
shall be in writing signed by the Vice President of the Company having
responsibility for human resources.

7.2   The Company reserves the right to terminate the Plan and the Plan
Agreements thereunder, provided, however, no such termination shall adversely
impact a Participant's right to continue insurance coverage at the
Participant's own expense in accordance with the terms of the Insurance Policy.

7.3   No action to amend, modify or supplement the Plan, which would adversely
impact participant's rights, or terminate the Plan or any Plan Agreement shall
be taken except upon 30 days' prior written notice to each affected
Participant.

7.4   If a termination of the Plan occurs, the obligation of the Company to
make any premium payments shall cease and the rights of the Company and the
Participant shall be controlled by Article VIII.

7.5   In the event of a Participant's disability as defined under the Xerox
Long-Term Disability Income Plan, premium payments will be waived.

                                 Article VIII

                   Release of Company's Ownership Interest

8.0   If the Participant's Plan Agreement is terminated prior to the
Participant's death, the Company shall be entitled to withdraw funds from the
Insurance Policy equal to the amount provided for in Article V reduced by all
indebtedness and interest incurred by it that is owed to the Insurer as a lien
against such policy or in its discretion it may apply said net funds to
exercise any other option provided by the Insurance Policy, but said
application of funds shall not impact the death benefit interest of the
Participant's Beneficiary.

8.1   After the Company has exercised its election under Subsection 8.0, it
will no longer have any interest in the remaining Insurance Policy which
thereafter shall be solely owned by the Participant or his or her assignee. The
Company and the Participant shall execute whatever documents that are required
by the Insurer to cause this change to occur.


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                                  Article IX

                          Administration of the Plan

9.0   The sole right of construction, interpretation and general administration
of the Plan shall be vested in the Administrator. The Administrator shall be
deemed the Named Administrator of this Plan.

9.1   The Administrator shall establish rules, forms and procedures for the
administration of the Plan from time to time, including a claims procedure. The
Administrator shall have the exclusive right to interpret the Plan, determine
eligibility hereunder, and to decide any and all matters arising thereunder or
in connection with the administration of the Plan.

                                  Article X

                           Participant's Assignment

10.0   Approval of the Administrator is required for any assignment by a
Participant of his or her interest in the Insurance Policy at any time to any
person or persons. Approved assignments shall be implemented by use of a form
or forms approved from time to time by the Insurer and the Administrator.
Assignments will be irrevocable. Upon delivery of a signed copy of the
assignment to the Company, all of the rights, obligations and duties of the
Participant under this Plan and under the Participant's Plan Agreement shall
inure to and be binding upon such assignee (including the right to make further
assignments) and the Participant shall have no further interest in this Plan or
the Insurance Policy.

                                  Article XI

                             Insurer's Liability

11.0   If this Plan is still in existence at the death of a Participant, the
Insurer shall be discharged from all liability under the Insurance Policy upon
payment of the proceeds in the manner following:

      (A)   The amount provided for in Article IV, Section 4.1 shall be paid
            in accordance with both the Participant's final Beneficiary
            Designation and any optional method of settlement election filed
            with it.

      (B)   The balance of the proceeds shall be paid to the Company.


                                 Article XII

                                Miscellaneous

12.0   Any notice which shall or may be given under this Plan or an assignment
shall be in writing and shall be mailed by United States Mail, postage prepaid.
If notice is to be given to the Company, such notice shall be addressed to the
Company at its general offices:

       Xerox Corporation
       800 Long Ridge Road
       Stamford CT 06904-1600


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marked for the attention of the Administrator, Contributory Life Insurance
Program; or if notice to a Participant, addressed to the most recent address
shown on the Company's personnel records.

12.1   Any party may change the address to which notices shall be mailed from
time to time by giving written notice of such new address.

12.2   The Plan shall be binding upon the Company and its successors and
assigns, and upon a Participant, his or her beneficiary, heirs, executors and
administrators.

12.3   This Plan shall be construed and governed in all respects under and by
the laws of the State of New York. If any provision of this Plan shall be held
by a court of competent jurisdiction to be invalid or unenforceable, the
remaining provisions hereof shall continue to be fully effective.

12.4   Headings and subheadings in this Plan are inserted for convenience and
reference only and to not constitute any part of this Plan.

                                 Article XIII

                                Effective Date

The original effective date of the Plan was July 1, 1989. The effective date of
this amended Plan shall be as of January 1, 1999.

IN WITNESS WHEREOF, Xerox Corporation has caused this Amended Plan to be
executed this 23rd day of June 1999 effective as of January 1, 1999.

                                       XEROX CORPORATION



                                      BY: /s/ Patricia M. Nazemetz
                                          ---------------------------
                                           Vice President

















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                                  Schedule A
                                       To
                  Xerox Contributory Life Insurance Program


Age at Birthday
Nearest to      Officer     Non-Officer
July 1, 1989  Participant*  Participant*

       30       568,105       284,052
       31       516,459       258,230
       32       469,508       234,754
       33       426,826       213,413
       34       388,023       194,012
       35       352,748       176,374
       36       320,680       160,340
       37       291,528       145,764
       38       265,025       132,513
       39       240,932       120,466
       40       219,029       109,515
       41       199,117        99,559
       42       181,016        90,508
       43       164,560        82,280
       44       149,600        74,800
       45       136,000        68,000
       46       123,636        61,818
       47       112,397        56,198
       48       102,179        51,089
       49        92,890        46,445
       50        84,445        42,223
       51        76,768        38,384
       52        69,789        34,895
       53        63,445        31,722
       54        57,677        28,839
       55        52,434        26,217
       56        47,667        23,834
       57        43,841        21,921
       58        40,085        20,043
       59        36,398        18,199
       60        32,777        16,388
       61        29,222        14,611
       62        25,732        12,866
       63        22,305        11,153
       64        18,941         9,470
       65        15,637         7,819
       66        12,394         6,197
       67         9,210         4,605
       68         6,083         3,042
       69         3,014         1,507

*      Status as of date participation in the Plan commenced.

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