X0306 4 2019-01-14 0000108772 XEROX CORP XRX 0001528331 Visentin Giovanni 201 MERRITT 7 NORWALK CT 06851 1 1 Vice Chairman & CEO Restricted Stock Units 2019-01-14 4 A 0 111443 0 A 199132 D Restricted Stock Units 2019-01-14 4 A 0 179373 0 A 378505 D On May 15, 2018, the Compensation Committee of the Board of Directors (the "Committee") granted a 2018 performance share award under the Issuer's E-LTIP program. Earlier in the year, because of the then-pending Fujifilm transaction and other factors, the Committee had determined to establish performance goals for 2018 for one-third of the awarded target shares but to defer establishing vesting conditions for the balance of the award until a later date. The Committee has determined that, effective January 14, 2019, the balance of the award will be subject to service-based vesting conditions and will pay out at target. The serviced-based portion of the award is being reported on this Form 4. This award will vest in full on May 15, 2021. This award of restricted stock units vests in three installments of 25%, 25% and 50% on the first, second and third anniversaries of the date of grant, January 14, 2019. /s/ Douglas H. Marshall 2019-01-16