X0306 4 2017-01-03 0000108772 XEROX CORP XRX 0001495786 Tessler Herve 45 GLOVER AVENUE NORWALK CT 06850 1 Senior Vice President Common Stock 2017-01-03 4 A 0 50702 6.53 A 147021 D Restricted Stock Units 205618 D Reflects an antidilution adjustment to the number of RSUs that was made in connection with the legal and structural separation (the "Spin-Off") of Conduent Incorporated from Xerox Corporation ("Xerox"). The number of shares of Xerox's common stock subject to the award was adjusted based on the number of the shares subject to the RSU award immediately prior to the Spin-Off and (ii) the ratio of (A) the pre-Spin-Off closing price on December 30, 2016 of Xerox's common stock and (B ) the volume weighted average price of Xerox's common stock trading on the New York Stock Exchange on January 3, 2017. These performance shares were earned based on achievement of specific annual performance criteria that are not tied solely to the market price of Issuer securities. Karen Boyle, Attorney in Fact 2017-01-05