Exhibit 10(f)(3)
AMENDMENT NO. 2
TO
2008 RESTATEMENT
OF
XEROX CORPORATION
UNFUNDED RETIREMENT INCOME
GUARANTEE PLAN
W I T N E S
S E T H :
WHEREAS, Xerox Corporation (the
“Employer”) has established the Xerox Corporation
Unfunded Retirement Income Guarantee Plan, which is presently set
forth in the “2008 Restatement of Xerox Corporation Unfunded
Retirement Income Guarantee Plan”, as amended by Amendment
No. 1 (the “Plan”), and
WHEREAS, the Employer desires to
amend the Plan,
NOW, THEREFORE, the Plan is hereby
amended as follows:
1. Effective January 1, 2009,
Section 3.1 (relating to eligibility) shall be amended by
adding after the first sentence thereof the following sentence to
read in its entirety as follows:
“An Employee and beneficiaries
of such Employee shall be eligible to receive a Localization
Transition Benefit to the extent provided by Article 9, even if not
eligible to receive benefits from the Funded
Plan.”
2. Effective January 1, 2009, a
new Article 9 shall be added to read in its entirety as
follows:
“ ARTICLE 9
Localization Transition
Benefit
Section 9.1
. Localization Transition
Benefit . This Article creates a new benefit under the Plan,
entitled the Localization Transition Benefit.
Section 9.2
. Eligibility . An Employee
is eligible to receive a Localization Transition Benefit only if he
or she has received a localization agreement from the Company
expressly promising that the Company will provide such benefit (the
“Localization Agreement”) and stating the dollar amount
of the initial account balance.
Section 9.3
. Benefit . For an Employee
eligible under Section 9.2, the Company shall establish an
account with an initial balance equal to the amount stated in the
Localization Agreement. The balance will be credited with interest
at the interest rate credited to Cash Balance Retirement Accounts
under the Funded Plan and in the same manner as interest is
credited to these Accounts under the Funded Plan.
Section 9.4
. Vesting . The
Employee’s right to a benefit under this Article will become
nonforfeitable (“Vested”) if he or she remains an
Employee in the Company’s service in the United States
according to the following schedule:
(a) The Vested percentage
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