This instrument was prepared by the

attorney described below in consultation

with counsel in the State in which the

Property is located and, when recorded,

the recorded counterparts should be returned to:

Susan D. Kennedy, Esq.

Davis Polk & Wardwell

450 Lexington Avenue

New York, New York 10017

LINE OF CREDIT DEED OF TRUST, ASSIGNMENT OF LEASES

AND RENTS, SECURITY AGREEMENT, FINANCING STATEMENT

AND FIXTURE FILING

dated as of June 25, 2003

by

XEROX CORPORATION

the Grantor

to

FIRST AMERICAN TITLE INSURANCE COMPANY

as Trustee

for the benefit of

JPMORGAN CHASE BANK

as Collateral Agent for the Lenders,

the Beneficiary

Property:

26600 SW Parkway

Wilsonville, Oregon

Clackamas County

Tax Lot Nos. 31W11 00200, 31W12 00500 and 31W12 00590

MAXIMUM PRINCIPAL AMOUNT TO BE ADVANCED: $1,000,000,000

LATEST MATURITY DATE: September 30, 2008 or, if such day is not a Business Day, the next preceding Business Day.

THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS AND SECURES OBLIGATIONS CONTAINING PROVISIONS FOR CHANGES IN INTEREST RATES.

TABLE OF CONTENTS

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ii

THIS LINE OF CREDIT DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this Deed of Trust) is dated as of June 25, 2003 by XEROX CORPORATION, a New York corporation, having an address at 800 Long Ridge Road, Stamford, Connecticut 06904 (Xerox or the Grantor), to FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation (the Trustee), for the benefit of JPMORGAN CHASE BANK, a New York banking corporation, as Collateral Agent for itself and the other Secured Parties (hereinafter defined) (the Beneficiary), having an address at 270 Park Avenue, New York, NY 10017.

W I T N E S S E T H:¹

RECITALS

WHEREAS, Xerox, the Overseas Borrowers from time to time party thereto, the Lenders party thereto, JPMorgan Chase Bank, as Administrative Agent, Collateral Agent and LC Issuing Bank, Deutsche Bank Securities, Inc., as Syndication Agent, and Citicorp North America, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC, as Co-Documentation Agents, are parties to a Credit Agreement dated as of June 19, 2003 (as amended from time to time, the Credit Agreement), and

WHEREAS, pursuant to the Credit Agreement, Xerox, the Subsidiary Guarantors party thereto and JPMorgan Chase Bank, as Collateral Agent, have entered into the Security Agreement; and

WHEREAS, the maximum amount of principal indebtedness that may be secured by this Deed of Trust at execution hereof or which under any contingency may become secured hereby at any time hereafter is $1,000,000,000 (the Secured Loan Amount); and

WHEREAS, the scheduled maturity date of the latest to mature of the Secured Obligations is September 30, 2008 or, if such day is not a Business Day, the next preceding Business Day.

GRANTING CLAUSES

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, for the purpose of securing the due and punctual payment, performance and observance of the Secured Obligations and intending to be bound hereby, the Grantor does hereby GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER and WARRANT to the Trustee, for the benefit of the Beneficiary as Collateral Agent for the Lenders, and their respective successors and assigns, with power of sale and right of entry as hereinafter provided, and, to the extent covered by the UCC, does hereby GRANT and WARRANT to the Beneficiary a continuing first security interest in and to all of the property and rights described in the following Granting Clauses (all of which property and rights are collectively called the Trust Property), to wit:

I. GRANTING CLAUSE

Land. All estate, right, title and interest of the Grantor in, to, under or derived from: the lots, pieces, tracts or parcels of land located in Clackamas County, Oregon, more particularly described in Exhibit A (the Land).

II. GRANTING CLAUSE

Improvements. All estate, right, title and interest of the Grantor in, to, under or derived from: all buildings, structures, facilities and other improvements of every kind and description now or hereafter located on or attached to the Land, including all parking areas, roads, driveways, walks, fences, walls, berms, recreation facilities, drainage facilities, lighting facilities and other site improvements; all water, sanitary and storm sewer, drainage, electricity, steam, gas, telephone, telecommunications and other utility equipment and facilities; all plumbing, lighting, heating, ventilating, air-conditioning, refrigerating, incinerating, compacting, fire protection and sprinkler, surveillance and security, vacuum cleaning, public address and communications equipment and systems; all screens, awnings, floor coverings, partitions, elevators, escalators, motors, electrical, computer and other wiring, machinery, pipes, fittings and racking and shelving; and all other items of fixtures, equipment and personal property of every kind and description, in each case now or hereafter located on the Land or affixed (actually or constructively) to the buildings and other improvements located on the Land which by the nature of their location thereon or affixation thereto are real property under Applicable Law; and including all materials intended for the construction, reconstruction, repair, replacement, alteration, addition or improvement of or to such buildings, equipment, fixtures, structures and improvements, all of which materials shall be deemed to be part of the Trust Property immediately upon delivery thereof on the Land and to be part of the improvements immediately upon their incorporation therein (the foregoing being collectively called the Improvements).

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