XEROX CORPORATION (NASDAQ:XRX) Files An 8-K Regulation FD Disclosure

Item7.01.

On June14, 2016, as Exhibit 99.2 to Registrants Current Report on
Form 8-K dated June14, 2016, Registrant furnished a copy of the
Letter Agreement dated June10, 2016 (Letter Agreement) relating
to the compensation of Ashok Vemuri, who will become the Chief
Executive Officer of Conduent Incorporated upon the separation of
Xerox Corporation into two publicly-traded companies. Mr.Vemuri
is currently serving as an Executive Vice President of Xerox
Corporation and the Chief Executive Officer of Xerox Business
Services, LLC until the separation is complete.

On December12, 2016, the Letter Agreement was amended to increase
the cash sign-on
award from $500,000 to $1,725,000. In addition, Sections 1 (c)(i)
and (iii)of the Severance Letter Agreement Providing Certain
Benefits Upon Termination of Employment Following a Change in
Control dated July1, 2016 between Registrant and Mr.Vemuri
(Change in Control Severance Agreement) were amended to delete
the references to 20% and replace them with 50%.

Attached as
Exhibit 99.1 to this Report is a copy of the Amendment Letter
dated December12, 2016, amending the Letter Agreement and the
Change in Control Severance Agreement.

The information
contained in Item7.01 of this Report and in Exhibit 99.1 to this
Report shall not be deemed filed with the Commission for purposes
of Section18 of the Exchange Act of 1934, as amended, or
otherwise subject to the liability of that section.

Item9.01.
Financial Statements and Exhibits.

(d)
Exhibits.

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