Xerox Contracts & Agreements

Cover Page Interactive Data File (formatted as Inline XBRL) (Filed With SEC on November 21, 2024)

Securities Purchase Agreement by and among Xerox, the Seller and the Company, dated as of October 15, 2024 (including the form of the Notes) (Filed With SEC on October 17, 2024)

Indenture, dated March 20, 2024 (the Indenture), by and among Xerox Holdings Corporation, as issuer, Xerox Corporation and Xerox Business Solutions, LLC, as guarantors, and U.S.... (Filed With SEC on March 25, 2024)

Officer Severance Program, as amended and restated effective March 11, 2024 (Filed With SEC on March 15, 2024)

Indenture, dated March 11, 2024 (the Indenture), among Xerox Holdings Corporation, as issuer, Xerox Corporation and Xerox Business Solutions, LLC, as guarantors, and U.S. Bank... (Filed With SEC on March 12, 2024)

Form of Capped Call Confirmation (Filed With SEC on March 12, 2024)

Performance Elements for 2024 Executive Long-Term Incentive Program (Filed With SEC on February 23, 2024)

Management Incentive Plan for 2023 Performance (Filed With SEC on February 23, 2024)

Management Incentive Plan for 2024 (Filed With SEC on February 23, 2024)

Form of 2023 XSIP Performance Stock Unit Award Agreement, cash-settled under XHCPIP, amended and effective on February 21, 2024 (Filed With SEC on February 23, 2024)

Form of 2023 XSIP Performance Stock Unit Award Agreement, stock-settled under XHCPIP, amended and effective on February 21, 2024 (Filed With SEC on February 23, 2024)

Form of 2023 E-LTIP Performance Stock Unit Award Agreement, under XHCPIP, amended and effective on February 21, 2024 (Filed With SEC on February 23, 2024)

Form of 2024 XSIP Performance Stock Unit Award Agreement, cash-settled under XHCPIP, amended and effective on February 21, 2024 (Filed With SEC on February 23, 2024)

Form of 2024 XSIP Performance Stock Unit Award Agreement, stock-settled under XHCPIP, amended and effective on February 21, 2024 (Filed With SEC on February 23, 2024)

Form of 2024 E-LTIP Performance Stock Unit Award Agreement (Filed With SEC on February 23, 2024)

Form of 2024 XSIP Restricted Stock Unit Award Agreement, under XHCPIP, amended and effective on February 21, 2024 (Filed With SEC on February 23, 2024)

General Release, Non-Competition and Non-Solicitation Agreement, between Xerox Corporation and Joanne Collins Smee, dated January 10, 2024 (Filed With SEC on January 12, 2024)

Termination of Consulting Services, dated December 29, 2023, by and between Xerox Holdings Corporation and Louie Pastor (Filed With SEC on January 5, 2024)

Offer Letter, dated December 29, 2023, by and between Xerox Corporation and Louie Pastor (Filed With SEC on January 5, 2024)

Form of Change in Control Severance Agreement, effective January 1, 2024, as approved by the Compensation Committee of the Board of Directors of Xerox Holdings Corporation (Filed With SEC on January 5, 2024)

Credit Agreement, dated September 28, 2023, by and among Xerox Holdings Corporation, Xerox Corporation, the guarantors from time to time parties thereto, the lending institutions... (Filed With SEC on October 2, 2023)

Purchase Agreement dated September 28, 2023 by and between the Company and the Icahn Parties (Filed With SEC on September 28, 2023)

Separation and Consulting Services Agreement, by and between the Company and Mr. Pastor, dated April 18, 2023 (Filed With SEC on April 21, 2023)

Form of 2023 Restricted Stock Unit Award Agreement, 3-year, cash-settled under XHCPIP, amended and effective as of October 21, 2021 (Filed With SEC on February 23, 2023)

Form of 2023 Restricted Stock Unit Award Agreement, 2-year, cash-settled under XHCPIP, amended and effective as of October 21, 2021 (Filed With SEC on February 23, 2023)

Form of 2023 Performance Stock Unit Award Agreement, cash-settled under XHCPIP, amended and effective as of October 21, 2021 (Filed With SEC on February 23, 2023)

Form of 2023 E-LTIP Restricted Stock Unit Award Agreement, 3-Year under XHCPIP, amended and effective as of October 21, 2021 (Filed With SEC on February 23, 2023)

Form of 2023 E-LTIP Restricted Stock Unit Award Agreement, 2-Year under XHCPIP, amended and effective as of October 21, 2021 (Filed With SEC on February 23, 2023)

Form of 2023 Restricted Stock Unit Award Agreement, 3-year under XHCPIP, amended and effective as of October 21, 2021 (Filed With SEC on February 23, 2023)

Form of 2023 Restricted Stock Unit Award Agreement, 2-year under XHCPIP, amended and effective as of October 21, 2021 (Filed With SEC on February 23, 2023)

Form of 2023 E-LTIP Performance Stock Unit Award Agreement, 2-year under XHCPIP, amended and effective as of October 21, 2021 (Filed With SEC on February 23, 2023)

Form of 2023 Performance Stock Unit Award Agreement under XHCPIP, amended and effective as of October 21, 2021 (Filed With SEC on February 23, 2023)

Management Incentive Plan for 2023 (Filed With SEC on February 23, 2023)

Management Incentive Plan for 2022 Performance Report (Filed With SEC on February 23, 2023)

Performance Elements for 2023 Executive Long-Term Incentive Program (Filed With SEC on February 23, 2023)

Offer Letter dated October 31, 2022 between the Company and John G. Bruno (Filed With SEC on November 18, 2022)

Form of Indemnification Agreement (Filed With SEC on November 2, 2022)

Offer Letter dated August 2, 2022, between Steven Bandrowczak, Xerox Holdings Corporation and Xerox Corporation (Filed With SEC on August 3, 2022)

Credit Agreement, dated as of July 7, 2022, among Xerox Corporation, Xerox Holdings Corporation, certain Lenders signatory thereto, and Citibank, N.A., as administrative agent (Filed With SEC on July 13, 2022)

Amendment No. 4 to Credit Agreement, dated as of March 24, 2022, among Xerox Corporation, Xerox Holdings Corporation, certain Lenders signatory thereto, and Citibank, N.A., as... (Filed With SEC on March 25, 2022)

Management Incentive Plan for 2021 (Filed With SEC on February 23, 2022)

Form of E-LTIP Performance Share Unit (PSU) Award Agreement (2022) under XHCPIP (Filed With SEC on February 23, 2022)

Form of E-LTIP Restricted Stock Unit (RSU) Graduated-Vesting Award Agreement (2022) under XHCPIP (Filed With SEC on February 23, 2022)

Form of E-LTIP RSU Cliff-Vesting Award Agreement (2022) under XHCPIP (Filed With SEC on February 23, 2022)

Form of International Appendix to E-LTIP PSU and RSU Award Agreements (2022) under XHCPIP (Filed With SEC on February 23, 2022)

Management Incentive Plan for 2022 (Filed With SEC on February 23, 2022)

Performance Elements for 2022 Executive Long-Term Incentive Program (Filed With SEC on February 23, 2022)

Xerox Holdings Corporation Performance Incentive Plan as amended October 21, 2021 (Filed With SEC on November 3, 2021)

Registration Rights Agreement dated April 29, 2021 between Xerox Holdings Corporation and the Icahn Group and the Deason Group (Filed With SEC on April 30, 2021)

Form of Deferred Stock Unit (DSU) Agreement under Xerox Holdings Corporation Equity Compensation Plan for Non-Employee Directors (Filed With SEC on April 30, 2021)

Form of DSU Award Summary under Xerox Holdings Corporation Equity Compensation Plan for Non-Employee Directors (Filed With SEC on April 30, 2021)

Form of Restricted Stock Unit (RSU) Agreement under Xerox Holdings Corporation Equity Compensation Plan for Non-Employee Directors (Filed With SEC on April 30, 2021)

Form of RSU Award Summary under Xerox Holdings Corporation Equity Compensation Plan for Non-Employee Directors (Filed With SEC on April 30, 2021)

Officer Severance Program, as amended and restated effective February 17, 2021 (Filed With SEC on February 25, 2021)

Management Incentive Plan for 2020 (Filed With SEC on February 25, 2021)

Form of Leadership Retention Award under XHCPIP (Filed With SEC on February 25, 2021)

Form of Omnibus Award Agreement under XHCPIP: PIP; ELTIP; RSUs (2-year ratable 50/50) (Filed With SEC on February 25, 2021)

Form of Omnibus Award Agreement under XHCPIP: PIP; ELTIP; RSUs (3-year ratable 33/33/34) (Filed With SEC on February 25, 2021)

Management Incentive Plan for 2021 (Filed With SEC on February 25, 2021)

Performance Elements for 2021 Executive Long-Term Incentive Program (Filed With SEC on February 25, 2021)

Nomination and Standstill Agreement, dated as of January 26, 2021, by and among Xerox Holdings Corporation, Carl C. Icahn and the other parties named therein (Filed With SEC on January 26, 2021)

Nomination and Standstill Agreement, dated as of January 26, 2021, by and between Xerox Holdings Corporation and Darwin Deason (Filed With SEC on January 26, 2021)

Indenture, dated August 6, 2020, among Xerox Holdings Corporation, Xerox Corporation and U.S. Bank National Association, as Trustee, with respect to Xerox Holdings Corporations... (Filed With SEC on August 6, 2020)

Amendment No. 3 to Credit Agreement, dated as of July 31, 2020, among Xerox Corporation, Xerox Holdings Corporation, certain Lenders signatory thereto, and Citibank, N.A., as... (Filed With SEC on August 3, 2020)

Form of Omnibus Award Agreement under XHCPIP: PIP; ELTIP; PSU (Filed With SEC on July 30, 2020)

Form of Omnibus Award Agreement under XHCPIP: PIP; ELTIP; RSUs (ratable) (Filed With SEC on July 30, 2020)

Form of Omnibus Award Agreement under XCHPIP: PIP; ELTIP; 1-year RSUs (Filed With SEC on July 30, 2020)

Form of Omnibus Award Agreement under XHCPIP: PIP; ELTIP; 2-year RSUs (Filed With SEC on July 30, 2020)

Form of Omnibus Award Agreement under XHCPIP: PIP; ELTIP; 3-year RSUs (Filed With SEC on July 30, 2020)

Form of Omnibus Award Agreement under XHCPIP: PIP; ELTIP; Stock Options (Filed With SEC on July 30, 2020)

Xerox Holdings Corporation Performance Incentive Plan (Filed With SEC on June 1, 2020)

Separation Agreement dated February 28, 2020 between Xerox France SAS and Herve N. Tessler (Filed With SEC on May 7, 2020)

Compensation Plan Agreement between Xerox Corporation and Xerox Holdings Corporation, dated as of July 31, 2019 (Filed With SEC on July 31, 2019)

Form of Omnibus Award Agreement under PIP; ELTIP; Stock Options (Filed With SEC on May 2, 2019)

Amended Letter Agreement dated April 17, 2019 between Registrant and Giovanni (John) Visentin (Filed With SEC on April 18, 2019)

Agreement and Plan of Merger, dated as of March 15, 2019, by and among Xerox Corporation, Xerox Holdings Corporation and Xerox Merger Sub, Inc (Filed With SEC on March 18, 2019)

Waiver Letter, dated March 15, 2019, between Xerox Corporation and Darwin Deason (Filed With SEC on March 18, 2019)

Amendment No.1 dated as of February 21, 2019 to 2004 ECPNED (Filed With SEC on February 25, 2019)

Annual Performance Incentive Plan for 2018 ("2018 APIP") (Filed With SEC on February 25, 2019)

Amendment No. 3 dated January 14, 2019 to 2017 PIP (Filed With SEC on February 25, 2019)

Annual Performance Incentive Plan for 2019 (2019 APIP) (Filed With SEC on February 25, 2019)

Performance Elements for 2019 Executive Long-Term Incentive Program (2019 ELTIP) (Filed With SEC on February 25, 2019)

Form of Omnibus Award Agreement under PIP; ELTIP; PSU & RSU (ratable) (Filed With SEC on February 25, 2019)

Form of Omnibus Award Agreement under PIP; ELTIP; RSU (ratable) (Filed With SEC on February 25, 2019)

Form of Omnibus Award Agreement under PIP; ELTIP; Stock Options (Filed With SEC on February 25, 2019)

Letter Agreement dated June 8, 2018 between Registrant and Steven J. Bandrowczak (Filed With SEC on February 25, 2019)

Form of Restricted Stock Award Agreement (Filed With SEC on November 1, 2018)

Registrants Amendment No. 2 to the June 30, 2017 Amendment and Restatement of the 2004 Performance Incentive Plan, as amended to date (Filed With SEC on August 2, 2018)

Form of CEO Restricted Stock Award Agreement (Filed With SEC on August 2, 2018)

Amendment to the CEO Option and Performance Share/Restricted Stock Unit Award Agreements (Filed With SEC on August 2, 2018)

Officer Severance Program, effective July 18, 2018 (Filed With SEC on August 2, 2018)

Director Appointment, Nomination and Settlement Agreement, dated as of May 13, 2018, by and among Xerox Corporation, Darwin Deason, the persons and entities listed on Schedule A... (Filed With SEC on May 15, 2018)

Memorandum of Understanding, dated May 13, 2018, by and among representatives acting on behalf of Deason, the Company, the Existing Directors and the other parties thereto (Filed With SEC on May 15, 2018)

Notice of termination, dated May 13, 2018 (Filed With SEC on May 15, 2018)

Offer Letter dated May 14, 2018 for John Visentin (Filed With SEC on May 15, 2018)

Icahn Confidentiality Agreement dated May 15, 2018 (Filed With SEC on May 15, 2018)

Deason Confidentiality Agreement dated May 15, 2018 (Filed With SEC on May 15, 2018)

Registrant's Amendment No. 1 to the June 30, 2017 Amendment and Restatement of the 2004 Performance and Incentive Plan dated February 1, 2018 (Filed With SEC on February 23, 2018)

Annual Performance Incentive Plan for 2017 ("2017 APIP") (Filed With SEC on February 23, 2018)

Annual Performance Incentive Plan for 2018 ("2018 APIP") (Filed With SEC on February 23, 2018)

Performance Elements for 2018 Executive Long-Term Incentive Program ("2018 ELTIP") (Filed With SEC on February 23, 2018)

Form of Omnibus Award Agreement under PIP; ELTIP; PSU & RSU (ratable) (Filed With SEC on February 23, 2018)

Form of Award Summary Under PIP; ELTIP; PSU & RSU (ratable) (Filed With SEC on February 23, 2018)

Form of Omnibus Award Agreement under PIP; ELTIP; RSU (ratable) (Filed With SEC on February 23, 2018)

Form of Award Summary Under PIP; ELTIP; RSU (ratable) (Filed With SEC on February 23, 2018)

Form of Omnibus Award Agreement under PIP & ELTIP Stock Options (Filed With SEC on February 23, 2018)

Form of Award Summary under PIP; ELTIP: Stock Options (Filed With SEC on February 23, 2018)

Amendment No. 1 to Credit Agreement, dated as of February 15, 2018, among Xerox Corporation, certain Lenders signatory thereto and Citibank, N.A., as administrative agent (Filed With SEC on February 20, 2018)

Redemption Agreement, dated as of January 31, 2018, by and among Xerox Corporation, FUJIFILM Holdings Corporation and FujiXerox Co., Ltd (Filed With SEC on February 5, 2018)

Share Subscription Agreement, dated as of January 31, 2018, by and between Xerox Corporation and FUJIFILM Holdings Corporation (Filed With SEC on February 5, 2018)

Form of Amended and Restated Credit Agreement dated as of August 9, 2017 between Registrant and the Initial Lenders named therein, Citibank, N.A., as Administrative Agent, and... (Filed With SEC on October 30, 2017)

FORM OF 4.070% SENIOR NOTE DUE 2022 (Filed With SEC on August 11, 2017)

XEROX CORPORATION 2004 PERFORMANCE INCENTIVE PLAN June 30, 2017 AMENDMENT AND RESTATEMENT (Filed With SEC on August 7, 2017)

2017 Executive Long-Term Incentive Program (2017 E-LTIP) (Filed With SEC on August 7, 2017)

FORM OF INITIAL SECURITY (Filed With SEC on March 17, 2017)

Xerox Corporation US$300,000,000 4.070% Notes Due 2022 Exchange and Registration Rights Agreement (Filed With SEC on March 17, 2017)

XEROX CORPORATION EXECUTIVE SALARY CONTINUANCE PROGRAM Effective March 1, 2017 (Filed With SEC on February 27, 2017)

Annual Performance Incentive Plan for 2016 (2016 APIP) (Filed With SEC on February 27, 2017)

Annual Performance Incentive Plan for 2017 (2017 APIP) (Filed With SEC on February 27, 2017)

AGREEMENT PURSUANT TO XEROX CORPORATION 2004 PERFORMANCE INCENTIVE PLAN AS AMENDED OR RESTATED TO DATE (Filed With SEC on February 27, 2017)

SEPARATION ANDDISTRIBUTION AGREEMENT by and between XEROX CORPORATION and CONDUENT INCORPORATED Dated asof December 30, 2016 TABLE OF CONTENTS (Filed With SEC on January 3, 2017)

TRANSITIONSERVICES AGREEMENT by and between XEROX CORPORATION and CONDUENT INCORPORATED Dated as ofDecember 30, 2016 TABLE OF CONTENTS (Filed With SEC on January 3, 2017)

TAX MATTERSAGREEMENT by and between XEROX CORPORATION and CONDUENT INCORPORATED As of December30, 2016 TABLE OF CONTENTS (Filed With SEC on January 3, 2017)

EMPLOYEE MATTERSAGREEMENT By and Between XEROX CORPORATION and CONDUENT INCORPORATED Dated asof December 30, 2016 TABLE OF CONTENTS (Filed With SEC on January 3, 2017)

INTELLECTUALPROPERTY AGREEMENT by and between XEROX CORPORATION and CONDUENT INCORPORATED Dated asof December 30, 2016 TABLE OF CONTENTS (Filed With SEC on January 3, 2017)

TRADEMARKLICENSE AGREEMENT among XEROX CORPORATION and XEROX OVERSEAS, INC. and CONDUENT INCORPORATED Dated asof December 30, 2016 TABLE OF CONTENTS (Filed With SEC on January 3, 2017)

EXCHANGE AGREEMENT by and among XEROX CORPORATION, CONDUENTINCORPORATED and DARWIN A.DEASON Dated as of October 27, 2016 TABLE OF CONTENTS (Filed With SEC on October 28, 2016)

XEROX CORPORATION 2004 PERFORMANCE INCENTIVE PLAN 2016 AMENDMENT AND RESTATEMENT (Filed With SEC on August 4, 2016)

AMENDMENT TO CERTAIN AGREEMENTS PURSUANT TO THE XEROX CORPORATION 2004 PERFORMANCE INCENTIVE PLAN AS AMENDED OR RESTATED FROM TIME TO TIME (Filed With SEC on August 4, 2016)

AGREEMENT PURSUANT TO XEROX CORPORATION 2004 PERFORMANCE INCENTIVE PLAN AS AMENDED OR RESTATED TO DATE (Filed With SEC on August 4, 2016)

AGREEMENT (Filed With SEC on June 27, 2016)

SHORT-TERM CASH SEPARATION AWARD AGREEMENT (Filed With SEC on April 29, 2016)

LONG -TERM CASH SEPARATION AWARD AGREEMENT (Filed With SEC on April 29, 2016)

AMENDMENT NO. 2 TO THE XEROX CORPORATION 2004 PERFORMANCE INCENTIVE PLAN 2012 AMENDMENT AND RESTATEMENT WITNESSETH: (Filed With SEC on April 29, 2016)

AGREEMENT PURSUANT TO XEROX CORPORATION 2004 PERFORMANCE INCENTIVE PLAN AS AMENDED OR RESTATED TO DATE (Filed With SEC on April 29, 2016)

U.S. $1,000,000,000 TERM LOAN AGREEMENT Dated as of March 4, 2016 Among XEROX CORPORATION as Borrower and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and JPMORGAN CHASE... (Filed With SEC on March 9, 2016)

Annual Performance Incentive Plan for 2015 (2015 APIP) (Filed With SEC on February 19, 2016)

Annual Performance Incentive Plan for 2016 (2016 APIP) (Filed With SEC on February 19, 2016)

2016 Executive Long-Term Incentive Program (2016 E-LTIP) (Filed With SEC on February 19, 2016)

AGREEMENT PURSUANT TO XEROX CORPORATION 2004 PERFORMANCE INCENTIVE PLAN AS AMENDED OR RESTATED TO DATE (Filed With SEC on February 19, 2016)

I X AcceptDecline this offer:/s/ Robert K. ZapfelMarch 21, 2014SignatureDate (Filed With SEC on February 24, 2015)

Annual Performance Incentive Plan for 2014 (2014 APIP) (Filed With SEC on February 24, 2015)

Annual Performance Incentive Plan for 2015 (2015 APIP) (Filed With SEC on February 24, 2015)

AGREEMENT PURSUANT TO XEROX CORPORATION 2004 PERFORMANCE INCENTIVE PLAN AS AMENDED OR RESTATED TO DATE (Filed With SEC on February 24, 2015)

2015 Executive Long-Term Incentive Program (2015 E-LTIP) (Filed With SEC on February 24, 2015)

AGREEMENT PURSUANT TO XEROX CORPORATION 2004 PERFORMANCE INCENTIVE PLAN AS AMENDED OR RESTATED TO DATE (Filed With SEC on February 24, 2015)

U.S. $2,000,000,000 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 18, 2014 Among XEROX CORPORATION as Initial Borrower and THE INITIAL LENDERS NAMED HEREIN as Initial... (Filed With SEC on May 1, 2014)

XEROX CORPORATION 2004 EQUITY COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS 2013 AMENDMENT AND RESTATEMENT (Filed With SEC on February 21, 2014)

Annual Performance Incentive Plan for 2013 (2013 APIP) (Filed With SEC on February 21, 2014)

AMENDMENT NO. 1 TO THE XEROX CORPORATION 2004 PERFORMANCE INCENTIVE PLAN 2012 AMENDMENT AND RESTATEMENT WITNESSETH: (Filed With SEC on February 21, 2014)

Annual Performance Incentive Plan for 2014 (2014 APIP) (Filed With SEC on February 21, 2014)

2014 Executive Long-Term Incentive Program (2014 E-LTIP) (Filed With SEC on February 21, 2014)

AGREEMENT PURSUANT TO XEROX CORPORATION 2004 PERFORMANCE INCENTIVE PLAN AS AMENDED OR RESTATED TO DATE (Filed With SEC on February 21, 2014)

Name: Participant NameCompany Name: XEROX CORPORATIONAward SummaryPlan Name: Performance ShareAwarded < enter # of shares> PS of XRX Stock on <enter date>Participant<name>Vesting... (Filed With SEC on February 21, 2014)

AGREEMENT PURSUANT TO XEROX CORPORATION 2004 PERFORMANCE INCENTIVE PLAN AS AMENDED OR RESTATED TO DATE (Filed With SEC on February 21, 2014)

Name: PARTICIPANT NAMECompany Name: XEROX CORPORATIONAward SummaryPlan Name: Restricted Stock PlanAwarded < enter # of shares> RSU of XRX Stock on <enter... (Filed With SEC on February 21, 2014)

XEROX UNIVERSAL LIFE PLAN 2013 Amendment and Restatement (Original Effective Date: July 1, 2003) Article I Definitions (Filed With SEC on October 31, 2013)

Schedule B (Filed With SEC on October 31, 2013)

Annual Performance Incentive Plan for 2012 (2012 APIP) (Filed With SEC on February 21, 2013)

Annual Performance Incentive Plan for 2013 (2013 APIP) (Filed With SEC on February 21, 2013)

2013 Executive Long-Term Incentive Program (2013 E-LTIP) (Filed With SEC on February 21, 2013)

AGREEMENT PURSUANT TO XEROX CORPORATION 2004 PERFORMANCE INCENTIVE PLAN AS AMENDED OR RESTATED TO DATE (Filed With SEC on February 21, 2013)

XEROX CORPORATION 2004 PERFORMANCE INCENTIVE PLAN 2012 AMENDMENT AND RESTATEMENT (Filed With SEC on July 31, 2012)

AMENDMENT NO. 1 TO THE XEROX CORPORATION 2004 PERFORMANCE INCENTIVE PLAN MAY 2010 AMENDMENT AND RESTATEMENT WITNESSETH: (Filed With SEC on May 2, 2012)

Annual Performance Incentive Plan for 2011 (2011 APIP) (Filed With SEC on February 23, 2012)

Annual Performance Incentive Plan for 2012 (2012 APIP) (Filed With SEC on February 23, 2012)

2012 Executive Long-Term Incentive Program (2012 E-LTIP) (Filed With SEC on February 23, 2012)

EXHIBIT 10(e)(23) (Filed With SEC on February 23, 2012)

AGREEMENT PURSUANT TO XEROX CORPORATION 2004 PERFORMANCE INCENTIVE PLAN AS AMENDED OR RESTATED TO DATE (Filed With SEC on February 23, 2012)

U.S. $2,000,000,000 CREDIT AGREEMENT Dated as of December 16, 2011 Among XEROX CORPORATION as Initial Borrower and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and... (Filed With SEC on December 19, 2011)

AMENDMENT NO. 3 TO THE 2007 AMENDMENT AND RESTATEMENT OF THE XEROX CORPORATION UNFUNDED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN W I TN E S S E T H: (Filed With SEC on December 7, 2011)

AMENDMENT NO. 2 TO THE 2007 RESTATEMENT OF THE XEROX CORPORATION UNFUNDED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN WITNESSETH: (Filed With SEC on August 1, 2011)

AMENDMENT NO. 5 TO THE XEROX UNIVERSAL LIFE PLAN W I T N E S S E T H: (Filed With SEC on August 1, 2011)

MASTER PLAN AMENDMENT OF XEROX CORPORATION SPONSORED PLANS (Filed With SEC on August 1, 2011)

Annual Performance Incentive Plan for 2010 (2010 APIP) (Filed With SEC on February 23, 2011)

Annual Performance Incentive Plan for 2011 (2011 APIP) (Filed With SEC on February 23, 2011)

2011 Executive Long-Term Incentive Program (2011 E-LTIP) (Filed With SEC on February 23, 2011)

AGREEMENT PURSUANT TO XEROX CORPORATION 2004 PERFORMANCE INCENTIVE PLAN AS AMENDED OR RESTATED TO DATE (Filed With SEC on February 23, 2011)

XEROX CORPORATION 45 Glover Avenue Norwalk, CT ###-###-#### Amended and Restated Severance Letter Agreement Providing Certain Benefits Upon Termination of Employment Following a... (Filed With SEC on February 23, 2011)

THIRD SUPPLEMENTAL INDENTURE 4.70% Senior Notes Due 2010 (Filed With SEC on February 26, 2010)

GENERAL RELEASE (Filed With SEC on February 26, 2010)

Annual Performance Incentive Plan for 2009 (APIP) for Second Half 2009 (Filed With SEC on February 26, 2010)

Annual Performance Incentive Plan for 2010 (2010 APIP) (Filed With SEC on February 26, 2010)

2010 Executive Long-Term Incentive Program (2010 E-LTIP) (Filed With SEC on February 26, 2010)

AGREEMENT PURSUANT TO XEROX CORPORATION (Filed With SEC on February 26, 2010)

XeroxPersonal Confidential (Filed With SEC on February 26, 2010)

AMENDMENT NO. 5 TO (Filed With SEC on February 26, 2010)

AMENDMENT NO. 1 TO THE (Filed With SEC on December 14, 2009)

(FACE OF NOTE) (Filed With SEC on December 8, 2009)

AMENDMENT NO. 3 TO THE (Filed With SEC on October 22, 2009)

AMENDMENT NO. 4 TO 2008 RESTATEMENT OF (Filed With SEC on October 22, 2009)

AMENDMENT NO. 4 TO THE XEROX UNIVERSAL LIFE PLAN W I T N ES S E T H: (Filed With SEC on October 22, 2009)

Dated as of September 27, 2009 among (Filed With SEC on September 28, 2009)

VOTING AGREEMENT BY AND BETWEEN (Filed With SEC on September 28, 2009)

Project Boulder Commitment Letter (Filed With SEC on September 28, 2009)

Annual Performance Incentive Plan (APIP) for First Half 2009 (Filed With SEC on August 3, 2009)

Annual Performance Incentive Plan (APIP) for Second Half 2009 (Filed With SEC on August 3, 2009)

AMENDMENT NO. 3 TO THE 2008 RESTATEMENT OF THE XEROX CORPORATION UNFUNDED RETIREMENTINCOME GUARANTEE PLAN W I T N E S S E T H : (Filed With SEC on August 3, 2009)

AGREEMENT PURSUANT TO (Filed With SEC on July 1, 2009)

LONG TERM CASH INCENTIVE AWARD AGREEMENT (Filed With SEC on July 1, 2009)

AMENDMENT NO. 2 TO THE CREDIT AGREEMENT (Filed With SEC on April 30, 2009)

AMENDMENT NO. 2 TO THE XEROX CORPORATION 2004 PERFORMANCE INCENTIVE PLAN (Filed With SEC on April 30, 2009)

AMENDMENT NO. 2 TO 2008 RESTATEMENT OF (Filed With SEC on April 30, 2009)

RECITALS: (Filed With SEC on February 13, 2009)

AMENDMENT NO. 1 TO THE CREDIT AGREEMENT (Filed With SEC on February 13, 2009)

Exhibit to Letter Agreement Engagement in Detrimental Activity (Filed With SEC on February 13, 2009)

Annual Performance Incentive Plan for 2008 (2008 APIP) (Filed With SEC on February 13, 2009)

Annual Performance Incentive Plan for 2009 (2009 APIP) (Filed With SEC on February 13, 2009)

AMENDMENT NO. 1 TO THE XEROX CORPORATION 2004 PERFORMANCE INCENTIVE PLAN DECEMBER 2007 AMENDMENT AND RESTATEMENT WITNESSETH: (Filed With SEC on February 13, 2009)

2008 AMENDMENT AND RESTATEMENT OF XEROX CORPORATION UNFUNDED RETIREMENT INCOME GUARANTEE PLAN ARTICLE 1 Definitions (Filed With SEC on February 13, 2009)

AMENDMENT NO. 1 TO 2008RESTATEMENT OF XEROX CORPORATION UNFUNDED RETIREMENT INCOME GUARANTEE PLAN WI T N E S S E T H: (Filed With SEC on February 13, 2009)

AMENDMENT NO. 1 TO THE 2007 RESTATEMENT OF THE XEROX CORPORATION UNFUNDED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (Filed With SEC on February 13, 2009)

AMENDMENT TO THE AMENDED AND RESTATED SEVERANCE LETTER AGREEMENT PROVIDING CERTAIN BENEFITS UPON TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL (Filed With SEC on February 13, 2009)

XEROX CORPORATION 1998 EMPLOYEE STOCK OPTION PLAN ARTICLE IPurpose of the Plan (Filed With SEC on February 13, 2009)

AMENDED AND RESTATED LOAN AGREEMENT Dated as of October 21, 2002 between XEROX LEASE FUNDING LLC as Borrower, and GENERAL ELECTRIC CAPITAL CORPORATION, (Filed With SEC on February 13, 2009)

UNIFORM RULE FOR COMPLIANCE WITH SIX-MONTH RULE UNDER CODE SECTION 409A FOR ALL DEFERRED COMPENSATION PROMISED BY XEROX CORPORATION (Filed With SEC on February 13, 2009)

XEROX CORPORATION 1991 LONG-TERM INCENTIVE PLAN (Filed With SEC on February 15, 2008)

EXECUTIVE LONG-TERM INCENTIVE PROGRAM AGREEMENT PURSUANT TO THE XEROX CORPORATION (Filed With SEC on February 15, 2008)

AMENDMENT TO CERTAIN DEFERRED COMPENSATION PLANS (Filed With SEC on February 15, 2008)

XEROX CORPORATION 1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN (Filed With SEC on February 15, 2008)

AMENDMENT TO CERTAIN DEFERRED COMPENSATION PLANS MAINTAINED BY XEROX CORPORATION W I T N E SS E T H: (Filed With SEC on February 15, 2008)

XEROX CORPORATION 2004 EQUITY COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS (Filed With SEC on February 15, 2008)

AMENDMENT TO CERTAIN DEFERRED COMPENSATION PLANS MAINTAINED BY XEROX CORPORATION W I T N E SS E T H: (Filed With SEC on February 15, 2008)

Annual Performance Incentive Plan for 2007 (2007 APIP) (Filed With SEC on February 15, 2008)

XEROX CORPORATION 2004 PERFORMANCE INCENTIVE PLAN (Filed With SEC on February 15, 2008)

Annual Performance Incentive Plan for 2008 (2008 APIP) (Filed With SEC on February 15, 2008)

2008 Executive Long-Term Incentive Program (2008 E-LTIP) (Filed With SEC on February 15, 2008)

«First Name» «Last Name» (Filed With SEC on February 15, 2008)

AGREEMENT PURSUANT TO (Filed With SEC on February 15, 2008)

AMENDMENT TO CERTAIN DEFERRED COMPENSATION PLANS MAINTAINED BY XEROX CORPORATION W I T N E SS E T H: (Filed With SEC on February 15, 2008)

XEROX CORPORATION UNFUNDED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (Filed With SEC on February 15, 2008)

AMENDMENT TO CERTAIN DEFERRED COMPENSATION PLANS (Filed With SEC on February 15, 2008)

XEROX CORPORATION 800 Long Ridge Road Stamford, CT 06904 Amended and Restated Severance Letter Agreement Providing Certain Benefits Upon Termination of Employment Following a... (Filed With SEC on February 15, 2008)

AMENDMENT TO CERTAIN DEFERRED COMPENSATION PLANS MAINTAINED BY XEROX CORPORATION W I T N E SS E T H: (Filed With SEC on February 15, 2008)

XEROX CORPORATION DEFERRED COMPENSATION PLAN FOR DIRECTORS (Filed With SEC on February 15, 2008)

AMENDMENT TO CERTAIN DEFERRED COMPENSATION PLANS MAINTAINED BY XEROX CORPORATION W I T N E SS E T H: (Filed With SEC on February 15, 2008)

AMENDMENT NO. 1 TO THE 2007 AMENDMENT AND RESTATEMENT OF XEROX CORPORATION 2004 PERFORMANCE INCENTIVE PLAN (Filed With SEC on August 1, 2007)

Annual Performance Incentive Plan for 2006 (2006 APIP) (Filed With SEC on February 16, 2007)

2007 AMENDMENT AND RESTATEMENT (Filed With SEC on February 16, 2007)

Annual Performance Incentive Plan for 2007 (2007 APIP) (Filed With SEC on February 16, 2007)

2007 Executive Long-Term Incentive Program (2007 E-LTIP) (Filed With SEC on February 16, 2007)

«First_Name» «Last_Name» (Filed With SEC on February 16, 2007)

AGREEMENT PURSUANT TO XEROX CORPORATION 2007 AMENDMENT AND RESTATEMENT OF THE 2004 PERFORMANCEINCENTIVE PLAN (Filed With SEC on February 16, 2007)

AMENDMENT NO. 1 TO THE XEROX CORPORATION 1991 LONG-TERM INCENTIVE PLAN WITNESSETH: (Filed With SEC on October 27, 2006)

XEROX CORPORATION (Filed With SEC on October 27, 2006)

AMENDMENT NO. 1 TO THE RESTATEMENT OF XEROX CORPORATION 2004 PERFORMANCE INCENTIVE PLAN WITNESSETH: (Filed With SEC on October 27, 2006)

AMENDMENT NO. 4 TO THE 2004 RESTATEMENT OF THE XEROX CORPORATION UNFUNDED SUPPLEMENTAL EXECUTIVERETIREMENT PLAN W I T N E S S E T H: (Filed With SEC on October 27, 2006)

AMENDMENT NO. 3 TO THE XEROX UNIVERSAL LIFE PLAN W I T N E S S E T H: (Filed With SEC on October 27, 2006)

XEROX CORPORATION (a New York corporation) $500,000,000 6.75% Senior Notes due 2017 $150,000,000 Floating Rate Senior Notes due2009 UNDERWRITING AGREEMENT (Filed With SEC on August 18, 2006)

XEROX CORPORATION, as Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee (Filed With SEC on August 18, 2006)

AMENDMENT NO. 2 to the 2004 RESTATEMENT of the XEROX CORPORATION UNFUNDED RETIREMENT INCOME GUARANTEE PLAN W I T N E S S ET H: (Filed With SEC on May 1, 2006)

AMENDMENT NO. 3 TO THE 2004 RESTATEMENT OF THE XEROX CORPORATION UNFUNDED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN W I T N E S S E T H: (Filed With SEC on May 1, 2006)

U.S. $1,250,000,000 CREDIT AGREEMENT Dated as of April 7, 2006 (Filed With SEC on April 7, 2006)

XEROX CORPORATION (a New York corporation) $700,000,000 6.40% Senior Notes due 2016 UNDERWRITING AGREEMENT (Filed With SEC on March 20, 2006)

XEROX CORPORATION, as Issuer, EACH OF THE GUARANTORS FROM TIME TO TIME PARTY HERETO, (Filed With SEC on March 20, 2006)

XEROX CORPORATION 1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN (Filed With SEC on February 21, 2006)

RESTATEMENT OF XEROX CORPORATION 2004 PERFORMANCE INCENTIVE PLAN (Filed With SEC on February 21, 2006)

Annual Performance Incentive Plan for 2005 (2005 APIP) (Filed With SEC on February 21, 2006)

Annual Performance Incentive Plan for 2006 (2006 APIP) (Filed With SEC on February 21, 2006)

2006 Executive Long-Term Incentive Program (2006 E-LTIP) (Filed With SEC on February 21, 2006)

«First_Name» «Last_Name» Date of Agreement and Award: April 1, 2006 (Filed With SEC on February 21, 2006)

XEROXCORPORATION 2004 PERFORMANCE INCENTIVE PLAN (Filed With SEC on February 21, 2006)

2006 DEFERRAL ELECTION FORM Complete this form only if you are electing to defer 2006 Performance Shares (Filed With SEC on February 21, 2006)

XEROX CORPORATION 800 Long Ridge Road Stamford, CT 06904 Amended and Restated Severance Letter Agreement Providing Certain Benefits Upon Termination of Employment Following a... (Filed With SEC on February 21, 2006)

Separation Agreement dated May 11, 2000 between Registrant and G. Richard (Filed With SEC on February 21, 2006)

AMENDMENT NO. 1 to the 2004 RESTATEMENT of the XEROX CORPORATION UNFUNDED RETIREMENT INCOME GUARANTEE PLAN (Filed With SEC on October 28, 2005)

AMENDMENT NO. 2 (Filed With SEC on October 28, 2005)

AGREEMENT PURSUANT TO (Filed With SEC on May 2, 2005)

Award Summary2004 Non-Employee Director Equity Grant (Filed With SEC on May 2, 2005)

Election to Defer Director Fees in the Form of DSUs (Filed With SEC on May 2, 2005)

THE FIRST NATIONAL BANK OF BOSTON, Rights Agent RightsAgreement Dated as of April 7, 1997 Table of Contents (Filed With SEC on February 22, 2005)

AGREEMENT PURSUANT TO XEROX CORPORATION 2004 PERFORMANCE INCENTIVE PLAN (Filed With SEC on February 22, 2005)

«First_Name» «Last_Name» Date of Agreement and Award: January 1, 2005 (Filed With SEC on February 22, 2005)

Annual Performance Incentive Plan for 2004 (2004 APIP) (Filed With SEC on February 22, 2005)

Annual Performance Incentive Plan for 2005 (2005 APIP) (Filed With SEC on February 22, 2005)

2005 Executive Long-Term Incentive Program (2005 E-LTIP) (Filed With SEC on February 22, 2005)

2004 Restatement of XEROX CORPORATION (Filed With SEC on February 22, 2005)

XEROX CORPORATION RESTRICTED STOCK PLAN FORDIRECTORS 1996 AMENDMENT AND RESTATEMENT (Filed With SEC on February 22, 2005)

XEROX UNIVERSAL LIFE PLAN (Filed With SEC on February 22, 2005)

XEROX CORPORATION DEFERRED COMPENSATION PLAN FOR DIRECTORS (Formerly 1989 Deferred Compensation Plan For Directors) (Filed With SEC on February 22, 2005)

XEROX CORPORATION DEFERRED COMPENSATION PLAN FOR EXECUTIVES 2004 Restatement (Filed With SEC on November 5, 2004)

XEROX CORPORATION (a New York corporation) $500,000,000 6 7/8% Senior Notes due 2011 UNDERWRITING AGREEMENT (Filed With SEC on August 12, 2004)

MASTER NOTE (Filed With SEC on February 27, 2004)

Annual Performance Incentive Plan (APIP) (Filed With SEC on February 27, 2004)

Cash Retention Agreement June #, 2003 (Filed With SEC on February 27, 2004)

(a New York corporation) 8,000,000 Shares of 6-1/4% Series C Mandatory ConvertiblePreferred Stock UNDERWRITING AGREEMENT (Filed With SEC on June 27, 2003)

(a New York corporation) 40,000,000 Shares of Common Stock (Filed With SEC on June 27, 2003)

(a New York corporation) $700,000,000 7-1/8 % Senior Notes due 2010 (Filed With SEC on June 27, 2003)

WELLS FARGO BANK MINNESOTA,NATIONAL ASSOCIATION TRUSTEE (Filed With SEC on June 27, 2003)

XEROX CORPORATION, (Filed With SEC on June 27, 2003)

(FACE OF NOTE) XEROXCORPORATION 7-1/8% SENIOR NOTE DUE 2010 (Filed With SEC on June 27, 2003)

(FACE OF NOTE) XEROXCORPORATION 7-5/8% SENIOR NOTE DUE 2013 (Filed With SEC on June 27, 2003)

Signatures onFollowing Pages (Filed With SEC on June 27, 2003)

CREDIT AGREEMENT dated as of (Filed With SEC on June 27, 2003)

dated as of June 25, 2003 (Filed With SEC on June 27, 2003)

MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING dated as of June 25, 2003 by XEROX CORPORATION the Mortgagor, (Filed With SEC on June 27, 2003)

MORTGAGE, ASSIGNMENT OF LEASES (Filed With SEC on June 27, 2003)

LINE OF CREDIT DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT,FINANCING STATEMENT AND FIXTURE FILING (Filed With SEC on June 27, 2003)

as ISSUER, (Filed With SEC on June 27, 2003)

XEROX CORPORATION, as ISSUER, and (Filed With SEC on June 27, 2003)

XEROX CORPORATION, As Issuer, THE GUARANTORS NAMED HEREIN, and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, As Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of July 30, 2002... (Filed With SEC on August 9, 2002)

As Issuer, THE GUARANTORS NAMED HEREIN, and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, (Filed With SEC on August 9, 2002)

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